Common use of Transferred Employees Clause in Contracts

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as of Not later than five Business Days prior to the Closing DateClosing, Purchaser or one of its Affiliates designated Affiliate shall make deliver, in writing, an offer of employment to each Applicable Employeeof the Employees listed on Seller Schedule 5.10(b) to commence immediately following the Closing. Notwithstanding anything herein The terms and conditions of the base salary or hourly rate, as applicable, included in such offers by Purchaser or its Affiliate to the contrary and except as provided in an individual employment Contract with any Applicable Employee Employees shall be not less than or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject inferior to the UAW Collective Bargaining Agreement base salary/hourly rate, as applicable, that each Employee receives from Seller as of the date of this Agreement. The terms and conditions of the other compensation opportunities and/or benefits included in such offers by Purchaser or its Affiliate to the Employees shall be the same as those provided to similarly-situated employees of Purchaser and its Affiliates as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each such offer of employment to an Applicable Employee who is not covered by shall be at the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base same salary or hourly wage rate and position in effect immediately prior to the Closing. Such individuals who accept such offer by the Closing Date are hereinafter referred to as the “Transferred Employees.” Purchaser shall provide, or cause to be provided, for a period of one year following the Closing Date (the “Continuation Period”) to each of the Transferred Employees, base salary or base hourly rate and a position of employment that is, in each case, substantially equivalent to those provided to such Transferred Employee immediately prior to the Closing. In the event that during the Continuation Period, (i) the employment of a Transferred Employee is involuntarily terminated by Purchaser, other than for cause or other than due to such Transferred Employee’s death or disability or (ii) Purchaser fails to provide a Transferred Employee with a base compensation or base hourly rate that is equal to or better to the base salary/base hourly rate than the base salary or base hourly rate of such Transferred Employee as was in effect immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity such Transferred Employee resigns his or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts her employment with Purchaser or one of its Affiliates within 30 days following such failure, then Purchaser shall be responsible for and commences working for Purchaser or one of its Affiliates shall become a “pay to such Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is , in a lump sum payment, not accepted, Sellers shall, as soon as practicable later than 60 days following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions date of the UAW Collective Bargaining Agreement. It is understood that the intent Transferred Employee’s termination of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefitsemployment, until at least the first anniversary following severance benefit (the “Severance Benefits”): two weeks of the Closing Date, Purchaser further agrees and acknowledges that it shall provide Employee’s base salary or base hourly rate (hourly rate to be multiplied by 80 hours) for each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary full year of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited service (pro-rated for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planpartial years), measured from the Transferred Employee’s date of hire reflected in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersSeller Schedule 5.10(b); provided, however, that in no event shall such crediting Severance Benefit be less than six weeks of service such base compensation/base hourly rate, and further provided that Purchaser’s obligation to pay the Severance Benefits shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion the Transferred Employee first executing Purchaser’s standard form release of all claims against Purchaser and its Affiliates, with such release to include a release of all claims against Seller and its Affiliates. The costs incurred for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit Severance Benefits shall be provided for any deductible or out-of-pocket amounts paid borne exclusively by such Transferred Employee during the plan year in which the Closing Date occursPurchaser.

Transferred Employees. Effective Purchaser covenants to Sellers that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment Date to each Applicable Employee. Notwithstanding anything herein to the contrary all Branch Employees upon terms and except as provided conditions described in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subsection (c) below and subject to the UAW Collective Bargaining Closing. The position offered must be a Comparable Job. Subject to the provisions of this Section 9.5, Transferred Employees will be subject to the employment terms, conditions and rules applicable to other employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (b) Each Transferred Employee shall be offered employment subject to the following terms and conditions; (i) Salary or base wages shall be equivalent to the base salary or base wage paid by the applicable Seller to such Transferred Employee as of the close of business on the Closing Date, Date until such time that Purchaser’s compensation policies would entitle each Transferred Employee to an increased salary or base wage; (ii) Purchaser shall be made in accordance treat each Transferred Employee as a new hire of Purchaser but shall provide such Transferred Employee with the applicable terms and conditions following: (A) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/401(k) plan or plans of Purchaser, based on each plan’s eligibility criteria as of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act close of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with a Seller, its Affiliates and predecessors in determining eligibility to participate. vesting and level of matching contributions in such plan or plans. (B) Each Transferred Employee will receive credit for years of service with a Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility in Purchaser’s other miscellaneous benefits programs, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, short and long-term disability plans and other similar benefits. (iiii) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to On the Closing Date and (ii) employee pension each Transferred Employee will become immediately eligible to participate in the Purchaser’s health and welfare benefitsplans, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, including but not including any Retained Planlimited to, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates dental life insurance and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shallshort and long term disability plans, as soon such plans may exit, on the same basis as practicable following the Closing Date, terminate the employment other similarly-situated employees of all Purchaser. Purchaser shall waive any pre-existing condition limitations with respect to such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Dateand its dependents; (iv) Upon conclusion of his or her short term disability or temporary leave of absence, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefitsPurchaser’s plans and policies and applicable law, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan leave as of the Closing Date, Date shall receive the greater of the salary and credit shall be provided for any deductible vacation benefits in effect (i) when he or out-of-pocket amounts paid by she went on leave or (ii) upon the conclusion of such leave to the extent that such Transferred Employee is entitled to any pay increase or vacation entitlement during such leave of absence pursuant to the plan year applicable Seller’s leave of absence policies, shall otherwise be treated as a Transferred Employee and shall be offered by Purchaser the same or a substantially equivalent position to his or her position with Sellers prior to the leave; and (v) To the extent that Purchaser provides any Transferred Employee with benefit or other plans and such plans accept roll-overs, Purchaser shall allow such Transferred Employee to roll over into such plans any distributions or contributions received from Sellers or their respective plans, including any outstanding loan balances from a Seller’s qualified or thrift retirement plan. (c) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in which connection with any Transferred Employee under the WARN Act. For the period beginning on the Closing Date occursand ending at the close of business on the ninetieth (90th) day thereafter, Purchaser shall not engage in any mass layoff, plant closing, or other employment action that might trigger WARN obligations or liabilities. This Section 9.5 shall not impose any requirement on Purchaser to employ any of the Transferred Employees for any period of time following the Closing Date.

Transferred Employees. Effective as Harpoon’s employment of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with Sellers and each of their respective Affiliatesthe Series B Closing, for purposes of eligibility, vesting and benefit accrual (except Maverick shall in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing good faith offer employment to the same extent as Transferred Employees, pursuant to terms of written offer letters, with such Transferred Employee was entitled as of employment to commence on the first Business Day immediately prior to following the Series B Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, Date. In the event that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee accepts Maverick’s offer of employment either before or after the funding Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such benefitemployment from and after the initial date of the Transferred Employee’s employment with Maverick. Such benefits Harpoon shall not be subject responsible for providing notice and health continuation coverage under COBRA to any exclusion for any pre-existing conditions Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such conditions were satisfied by such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees under a Parent Employee Benefit Plan as of contained in Contracts that Transferred Employees entered into with Harpoon prior to the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSeries B Closing.

Transferred Employees. Effective as of 5.1.1 Subject to Closing occurring, with effect from the Closing Date, Purchaser or one the Buyer shall take over the Transferred Employees on their current effective conditions of its Affiliates employment, and the Buyer shall make an offer assume the Seller’s obligations towards such Transferred Employees in every respect, including but not limited to pay all wages, salaries, holiday entitlements, and other benefits of employment to each Applicable Employee. Notwithstanding anything herein the Transferred Employees and shall indemnify and hold the Seller harmless against any claims to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by extent such claims originate from the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of period after the Closing Date. Schedule 5.1 sets out a correct and complete list of all employees, including potential Transferred Employees, employed by the Seller at the Signing, and their employment terms. Between Signing and the Closing Date at the latest, the Parties shall be made in accordance with cooperate to determine which employees shall become Transferred Employees. The Seller shall indemnify and keep the applicable terms and conditions Buyer harmless from any claims that any of the UAW Collective Bargaining Agreement and Purchaser’s obligations under Transferred Employees may make against the Labor Management Relations Act of 1974, as amended. Each offer of employment Buyer to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least extent such claims originate from the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately period prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPDate. For clarity and the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as the Buyer shall not assume any of the Seller’s obligations in relation to any JKM/JKM/1037031 10 MAY 2016 Transferred Employees in connection with incentive stock or other plans, any grants, options, warrants, any other form of securities or interests in equity, whether related to compensation, benefits, incentives, or otherwise, or any similar plan or program of the Seller. 5.1.2 The Buyer shall not assume any of the Seller’s obligations in relation to any employees who are not Transferred Employees. The Seller shall arrange for any present employees who are not Transferred Employees to be given notice of termination before Closing Datewithout any liability to the Buyer, provided, however, that (i) if more than two (2) employees of the Seller are not Transferred Employees, the Buyer shall continue in such status and/or retain such rights after Closing in reimburse the Ordinary Course Seller for all termination costs exceeding the average termination costs of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates two (2) non-Transferred Employees; and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To (ii) to the extent such offer employees are not Transferred Employees due to the Buyer’s unilateral selection of Transferred Employees, the Buyer shall indemnify and hold harmless the Seller for any claim from such employees against the Seller to the extent the termination of employment is considered to be without cause (in Danish: “usaglig afskedigelse”) or discriminatory as a matter of law. 5.1.3 Notwithstanding the provisions of Clause 5.1.2 above, the Buyer shall reimburse the Seller for any termination costs ordinary and necessary in nature reasonably incurred by Purchaser the Seller from the unilateral termination by the Buyer of employment on the part of the CEO of the Seller, Xxx Xxxxx Xxxxxxx, except if (i) such termination costs are incurred by the Seller due to Xxx Xxxxx Xxxxxxx’x failure or its Affiliates is not accepted, Sellers shall, as soon as practicable following refusal to accept employment from the Closing Date, terminate Buyer or an Affiliated Person of the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject Buyer on terms similar to the terms and conditions of Xxx Xxxxx Xxxxxxx’x current service agreement with the UAW Collective Bargaining Agreement. It Seller or (ii) such termination is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellerscause; provided, however, that such crediting of service in any event the Buyer’s obligation to reimburse Seller shall not operate exceed an amount equal to duplicate any benefit to any such Transferred Employee or one (1) year base salary. 5.1.4 The Parties acknowledge that it is the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as intention of the Closing DateBuyer to retain the services of the CEO of the Seller, Xxx Xxxxx Xxxxxxx, after Closing, and credit shall be provided for any deductible or out-of-pocket amounts paid by that discussions in such Transferred Employee during respect will take place between the plan year in which the Closing Date occursBuyer and Xxx Xxxxx Xxxxxxx after Signing.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in OUTSOURCER shall select all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary date which is one week before the Effective Date. OUTSOURCER shall offer employment effective as of the Closing Date, severance Effective Date to all Transferred Employees. Such offers of employment shall provide for compensation and benefits that are not less favorable than consistent with the severance compensation and benefits in effect for such Transferred Employee would have received under immediately preceding the applicable Benefit Plans listed on Section 4.10 Effective Date, giving effect to the level of the Sellers’ Disclosure Schedule. Purchaser or one seniority of its Affiliates shall take all actions necessary such that Transferred Employees immediately preceding the Effective Date. (ii) Nothing contained herein shall be credited deemed to create an employment contract between OUTSOURCER and any Transferred Employee or to cause any Transferred Employee to be treated as other than an at will employee of OUTSOURCER after the Effective Date. OUTSOURCER shall not be obligated or deemed to employ any Transferred Employee who does not execute OUTSOURCER's standard offer letter for their actual similarly situated employees of OUTSOURCER. (iii) CLIENT shall be responsible, and credited service with Sellers and each of their respective AffiliatesOUTSOURCER shall have no liability, for purposes of eligibilityany accrued wages (including salaries and commission), vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser severance pay, sick leave or any other benefits, or benefits under any of its Affiliates in which CLIENT's benefits plans of any type or nature arising from or on account of CLIENT's employment of, or termination of employment of, the Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service Effective Date. OUTSOURCER shall not operate to duplicate any benefit to any such Transferred Employee assume or the funding be responsible for any such benefit. Such benefits shall not be subject to any exclusion liabilities for any pre-existing conditions to the extent such conditions were satisfied by such unpaid, accrued (and unused) vacation and bonuses of Transferred Employees under a Parent Employee Benefit Plan as of the Closing Effective Date. (iv) If OUTSOURCER terminates any Transferred Employee (a "Terminated Employee") prior to the date which is one year after the Effective Date for any reason other than cause, death or disability, OUTSOURCER shall pay such Terminated Employee earned and credit unpaid base salary and vacation accrued and unused through the termination date and a one time payment in the amount (x) the product of 2 multiplied by such Terminated Employee's weekly base salary, plus (y) one additional week of salary for each full year of such Terminated Employee's aggregate service with CLIENT and OUTSOURCER, which amount of service with CLIENT shall be provided for any deductible or out-of-pocket amounts paid set forth in writing and certified as true and correct by such Transferred Employee during an authorized officer of CLIENT prior to the plan year in which the Closing Date occursEffective Date.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in this Section 8.1, CVC shall promptly pay MSG the portion of any annual or long-term cash incentive awards established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long Term Incentive Plan that has accrued but has not yet been paid up to the date of transfer with respect to any employee that transfers from CVC to MSG on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution). MSG shall refund to CVC any portion of such amount to the extent it relates to an individual employment Contract award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award). MSG shall promptly pay CVC the portion of any annual or long-term cash incentive award established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long Term Incentive Plan that has accrued but has not yet been paid up to the date of transfer with respect to any employee that transfers from MSG to CVC on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution). CVC shall refund to MSG any portion of such amount to the extent it relates to an award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award). In connection with any Applicable Employee performance-based award granted in March 2007 (where the performance objective(s) relates to 2009 performance) or as any annual bonus relating to 2009 performance, the “prompt” payment required by under this Section 8.1(c) with respect to any employee that transfers after December 31, 2009 and before the terms payment of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Datesuch awards, shall be made in accordance with the applicable terms and conditions full actual amount of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal such calculated payment to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and employees once determined (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable rather than the severance benefits such Transferred Employee would have received under accrued amount at the applicable Benefit Plans listed on Section 4.10 date of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plantransfer), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (i) The Purchaser hereby agrees to offer employment, subject to completion of the Closing and effective as of the day after the Closing Date, to each employee actively employed in the Business by the Seller on the Closing Date other than those employees set forth on Exhibit 7.8(a), (a) at a base salary or base hourly wage that is not less than that which each such employee was receiving immediately prior to the Closing Date, and (b) on terms and conditions and with benefits that are, in the aggregate, substantially similar to (but in any event not less than) those of the Employee Benefit Plans in effect on the Closing Date. Each such employee who is offered and accepts employment and commences employment with the Purchaser effective the Closing Date pursuant to this Agreement, is referred to herein as a “Transferred Employee”. The Purchaser shall recognize the past service of Transferred Employees with the Seller for all employment, labour, pension and benefit law purposes following the Closing Date, including for the purposes of any notice of termination, termination pay or severance pay required by contract, statute or common law, but excluding for the purpose of accrual of benefits. The Purchaser will make offers of employment to the employees identified on Schedule 4.17 as inactive, if any, when such employees are ready and able to return to work if they are ready and able to return to work within two years of the Closing Date, in which case such offers will be on terms and conditions consistent with this Agreement. (ii) All Transferred Employees shall cease to actively participate in, be covered by or accrue benefits under the Employee Benefit Plans as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein Prior to the contrary and except as provided in an individual employment Contract with any Applicable Employee Closing Date, Seller shall take or cause to be taken all necessary actions, as required by to terminate the terms participation of an Assumed Planthe Transferred Employees in the Employee Benefit Plans, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement effective as of the Closing Date. Except as otherwise provided in this Section, neither the Purchaser nor any of its Affiliates shall be made in accordance with the applicable terms and conditions adopt, become a sponsoring employer of, or have any obligation or liability under any of the UAW Collective Bargaining Agreement Employee Benefit Plans. (iii) Commencing immediately on the date following the Closing, the Purchaser shall cause the Transferred Employees to be eligible to participate in and to be covered by or accrue benefits under employee benefit plans of Purchaser (“Purchaser’s obligations Plans”). The Purchaser shall cause the Purchaser’s Plans that cover the Transferred Employees or any of their dependents or beneficiaries to treat the employment and service of the Transferred Employees with Seller through the Closing Date as employment and service with Purchaser and its Affiliates for eligibility and vesting but not for the purposes of accrual purposes under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Purchaser’s Plans. (iv) Any eligible claims for benefits incurred by a Transferred Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of on or before the Closing Date, provided that such employee or his or her dependent or beneficiary, if applicable, was participating in an applicable Employee Benefit Plan on the date the claim was incurred, will be eligible for (ipayment under the Employee Benefit Plan in accordance with Sections 7.8(a)(vi) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (iivii) employee pension below, and welfare benefitsSeller will be liable to Purchaser and will defend, Contracts indemnify and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedulehold Purchaser harmless against any and all loss, but not including any Retained Plan, equity liability or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment expense arising out of any such claims. (v) Any eligible claims for benefits incurred by a Transferred Employee after the Closing Date, provided that such employee or his or her dependent or beneficiary, if applicable, was participating in the applicable Purchaser’s Plan on the date the claim was incurred, will be eligible for payment under Purchaser’s Plans in accordance with Sections 7.8(a)(vi) and (vii) below, and Purchaser will be liable to Seller and will defend, indemnify and hold harmless Seller against any and all loss, liability or expense arising out of such claims. (vi) For the purposes of Sections 7.8(a)(iv) and (v) above, a claim for benefits will be deemed to have been incurred, whether or not reported: (A) with respect to death or dismemberment, on the actual date of death or of dismemberment; (B) with respect to short-term and long-term disability, on the date the claimant became disabled as determined in accordance with the applicable plan; and (C) with respect to all medical, dental or vision claims, on the date a service or supply giving rise to the claim under the applicable benefit plan is purchased or received by the claimant or his/her eligible dependent. (vii) For the purpose of Sections 7.8(a)(iv) and (v) above, where a claim includes more than one service or supply, each of which occurs at a single point in time (for example, a series of dental appointments related to a treatment plan), each such service or supply will result in a separate claim incurred as of the date on which the supply or service is purchased or received as aforesaid. If sufficient information is not available to identify charges associated with each claim (but is sufficient for payment of the claims in the ordinary course of claims adjudication), the total charges will be pro rated over the number of claims and reimbursed subject to the terms and conditions of the UAW Collective Bargaining Agreementapplicable plan. It is understood that Notwithstanding the intent of this Section 6.17(a) is to provide foregoing, should a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance have been receiving long-term disability benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately at Seller prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under and suffer a Parent Employee Benefit Plan as recurrence of the Closing Datesame illness or injury, and credit shall such recurrence shall, if covered by the Seller’s disability insurance plan, be provided for any deductible or out-of-pocket amounts paid by dealt with in accordance with such Transferred Employee during the plan year in which the Closing Date occursSeller’s disability insurance plan.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- non-standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as of the Closing Date, (a) The Purchaser or one of its Affiliates shall make an offer of employment to each Applicable EmployeeEmployee set forth on Exhibit C, subject to and commencing upon Closing. Notwithstanding anything herein The Purchaser shall not offer employment to the contrary Employees listed on Schedule 6.5(a), and except as provided in an individual employment Contract with any Applicable Employee or as required such Employees shall be retained by the terms of an Assumed Plan, Seller. Employees who accept offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, under this Section 6.5 shall be made in accordance referred to herein as (“Transferred Employees”), and no later than five (5) business days after Closing, the Purchaser shall provide Seller with a list containing the applicable terms name and conditions position of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amendedeach Transferred Employee. Each offer The offers of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, provide for (i) a substantially comparable employment position with the Purchaser, (ii) no less favorable base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of than paid immediately prior to the Closing Date and (iiiii) employee pension and welfare benefits, Contracts and arrangements benefits that are not less favorable in substantially comparable to those benefits provided either to the aggregate than Purchaser’s similarly situated employees or those listed on Section 4.10 of benefits provided to the Sellers’ Disclosure ScheduleTransferred Employees by the Seller immediately prior to Closing. In addition, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights effective as of the Closing Dateand thereafter, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “recognize each Transferred Employee.” To ’s employment or service with the extent such offer Seller and its Affiliates (including any current or former Affiliate thereof or any predecessor thereof) prior to the Closing for all purposes, including for purposes of employment determining, as applicable, eligibility for participation and vesting of the Transferred Employee under all employee benefit and compensation plans (except for equity compensation plans) and programs maintained by the Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following after the Closing Datefor the benefit of Transferred Employees, terminate including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans, except to the employment extent such recognition would result in a duplication of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser benefits and except for purposes of benefit accrual under any defined benefit plan not maintained or contributed to by the Seller or any of its Affiliates from terminating prior to the Closing. (b) The Seller shall terminate, or shall cause to be terminated, effective as of the Closing, the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions all Employees who receive offers of employment from Purchaser in accordance with Section 6.5(a). Effective as of the UAW Collective Bargaining Agreement. It is understood that Closing, the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary Seller hereby waives and releases each of the Closing DateTransferred Employees from any and all contractual, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered common law or other restrictions enforceable by the UAW Collective Bargaining Agreement Seller and whose employment is involuntarily terminated by Purchaser or its Affiliates on the employment, activities or prior other conduct of such individuals with respect to the first anniversary Business after their termination of employment with the Closing DateSeller and its Affiliates. (c) Upon the Closing, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser Seller shall, or one of shall cause its Affiliates shall take to, pay to all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programsi) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied payable pursuant to the Seller’s policies or as required by such Transferred Employees applicable law, any account balances under a Parent Employee Benefit Plan all vacation, paid time off, and sick leave policies accrued but unused as of the Closing Date, and credit (ii) any earned but unpaid bonuses for the 2014 fiscal year. (d) The Seller shall be provided take all actions that are necessary or desirable to cause the Transferred Employees to cease active participation in each Plan, in each case effective as of the Closing Date. (e) From and after the Closing Date, the Seller shall, and shall cause its Affiliates to, remain responsible for any deductible and all Liabilities or outobligations arising with respect to the Excluded Employee Liabilities. (f) The Seller shall provide the Purchaser with a list of all Employees terminated in the six-of-pocket amounts paid by such Transferred Employee during the plan year in which month period immediately preceding the Closing Date occursand the reason for such termination and the location of any such terminated Employee, such list shall be delivered to the Purchaser no later than the Closing Date. The Seller agrees that it will not terminate more than ten (10) Employees (excluding any independent contractors, directors or consultants) from any single site of employment during the 90 day period prior to the Closing. The Purchaser agrees that it will not terminate the employment of more than 35 Transferred Employees from any single site of employment during the 90 day period after the Closing. (g) Nothing contained in this Section 6.5 or any other provision of this Agreement, whether express or implied, shall be construed to (i) create any third-party beneficiary or other rights in any Employee (including any dependent or beneficiary thereof) or any other Person (including any union, works council, or collective bargaining representative or any participant in any Plan (or any dependent or beneficiary thereof)) other than the parties to this Agreement, (ii) create any right to employment or continued employment for any specified period or to a particular term or condition of employment, or (iii) amend any employee benefit plan of the Purchaser or any of its Affiliates. Nothing contained in this Agreement, whether express or implied, shall limit the right of the Purchaser or any of its Affiliates to amend, terminate, or otherwise modify any employee benefit plan of the Purchaser.

Transferred Employees. Effective 4.7.1 In accordance with Section 6.3.1(g), the Purchaser shall or shall cause the Targets to assume those Employees agreed upon in writing by the Purchaser and the Vendors, and listed in Section 4.7 of the Disclosure Letter, upon terms and conditions of employment which are at least substantially equivalent, in all material respects, to those in effect as at Closing (each a “Transferred Employee”) and deliver the Employment Agreements. As of Closing, Purchaser shall, or shall cause the Targets to recognize that each Transferred Employee’s length of service with the Purchaser or the Targets, as the case may be, includes the length of service recognized by the Vendors. The Vendors and the Purchaser agree to cooperate with and assist one another in discussing employment matters with the Transferred Employees. 4.7.2 From and after the Closing Date, Purchaser the Targets and/or the Purchaser, as the case may be, shall be responsible for and shall assume all legal and contractual obligations, as the employer of the Transferred Employees, for wages, salaries, commissions, bonuses, benefits, overtime pay, vacation pay, severance pay and other remuneration or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of benefits which accrue after the Closing Date, or, to the extent such obligations have been properly accrued and reflected in the Closing Date Financial Statements, at any time prior to the Closing. 4.7.3 The Vendors shall be made remain responsible for and shall retain all legal and contractual obligations, except as otherwise provided as liabilities in accordance with the applicable terms and conditions Closing Date Financial Statements: (a) as the employer of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing DateTransferred Employees, for (i) base salary wages, salaries, commissions, bonuses, benefits, overtime pay, vacation pay, severance pay and other remuneration or hourly wage rates initially at least equal to such Applicable Employee’s base salary benefits which accrue on or hourly wage rate in effect as of immediately prior to the Closing except to the extent such obligations have been properly accrued and reflected in the Closing Date and Financial Statements. (iib) employee pension and welfare for wages, salaries, commissions, bonuses, benefits, Contracts overtime pay, vacation pay, severance pay and arrangements that are other remuneration or benefits, in respect of all Employees who do not less favorable in become Transferred Employees, regardless of whether such obligations accrue on, after or prior to the aggregate than those listed on Section 4.10 Closing; and (c) for any change of control, special bonuses, retention, termination, severance or any other similar payments owed to Employees, the directors or officers of the Sellers’ Disclosure ScheduleTargets, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply other Person, conditional on, payable pursuant to, or in all respects with TARPconnection with, the Closing, regardless of when such payments are actually paid or payable. For the avoidance of doubt, each Applicable Employee on layoff statusthe Targets, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its their respective Affiliates shall become a “Transferred Employee.” To have no responsibilities or obligations in connection with the extent such offer of employment matters contemplated by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating 4.7.3. 4.7.4 At Closing, the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it Vendors shall provide to each the Targets copies of personnel records relating to the Transferred Employee who is not covered Employees and any information reasonably required by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to for the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting administrating employee files and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursbenefits.

Transferred Employees. Effective as Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Employee Transition Date. As used herein, “Employee Transition Date” means such date, on or after the Series B Closing Date and not later than one day after the date upon which Takeda funds its initial purchase of Series B Preferred Stock (or if such date does not immediately precede a Business Day, the next succeeding date that immediately precedes a Business Day), upon which Maverick elects to transition the employment of the Transferred Employees from Harpoon to Maverick, as designated by Maverick upon notice to Harpoon at least one day in advance. Prior to or on the Employee Transition Date, Purchaser or one Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of its Affiliates shall make an written offer letters, with such employment to commence on the first Business Day immediately following the Employee Transition Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment to each Applicable Employee. Notwithstanding anything herein to either before or after the contrary Employee Transition Date, Maverick shall be responsible for all Liabilities (including salaries and except as provided in an individual benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment Contract with any Applicable Employee or as required by from and after the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as initial date of the Closing Date, Transferred Employee’s employment with Maverick. Harpoon shall be made in accordance with the applicable terms responsible for providing notice and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations health continuation coverage under the Labor Management Relations Act of 1974, as amended. Each offer of employment COBRA to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event on or after the Closing Employee Transition Date, subject . With respect to the terms all confidentiality and conditions of the UAW Collective Bargaining Agreement. It is understood invention assignment provisions applicable to Transferred Employees contained in Contracts that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Transferred Employees entered into with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates Harpoon on or prior to the first anniversary Employee Transition Date, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Employee Transition Date, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 Intellectual Property or use of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees shall be credited for their actual and credited service entered into with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Harpoon on or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Transition Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) Purchaser may, but shall have no obligation to, offer employment, to be effective as of the Closing Date and contingent upon the Closing, on terms to be determined by Purchaser, to any employees of Sellers engaged in the Business and identified on Schedule 9.1(a) (collectively the “Transferred Employees”). The parties acknowledge and agree that it is not the intention of the parties that any Contracts of employment of any employees of Sellers shall be assumed by Purchaser as a result of the Transaction. The Sellers will be responsible for and will discharge all obligations and liabilities accrued and outstanding in respect of the Transferred Employees up to 11:59 p.m. on the date immediately preceding the Closing Date, . The Purchaser or one will discharge all of its Affiliates shall make an obligations and liabilities accruing on and after the Closing Date in respect of all Transferred Employees who accept Purchaser’s offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date. Each Seller shall use reasonable commercial efforts (but shall not be required to provide additional compensation) to (i) encourage the Transferred Employees to continue their employment with such Seller until Closing and thereupon to accept employment with Purchaser and (ii) assist Purchaser in employing Transferred Employees. Notwithstanding the foregoing, severance benefits that in the event any Transferred Employee notifies a Seller of his or her intention to terminate his or her employment or other engagement with a Seller, such Seller will promptly, but in no event later than three business days, provide notice to Purchaser of such intention. The content of all employment offer letters or agreements issued to Transferred Employees employed in the United States by Purchaser shall be in forms in the discretion of Purchaser; provided Purchaser shall provide Sellers with a reasonable opportunity to review and comment on all such employment offer letters and agreements. The content of all employment offer letters or agreements issued to Transferred Employees employed in Canada by Purchaser shall be on substantially the same terms and conditions of employment in the aggregate as are not less favorable than the severance benefits currently in place with respect to such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Employees’ employment arrangements with Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers . (b) Each Seller (and each of their respective its Affiliates) agrees that, for purposes of eligibilityfollowing the Closing, vesting and benefit accrual (except the employee non-solicitation restrictions on Purchaser contained in the case NDA shall be of a defined benefit pension plan sponsored no further force or effect other than with respect to the employees that are listed on Schedule 9.1(b). Purchaser (and each of its Affiliates) agrees not to hire any person listed on Schedule 9.1(b) unless any such person is involuntarily terminated by Purchaser any Seller (or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed PlanAffiliates), in which case such hiring restrictions shall not apply for any employee benefit plans (excluding equity compensation plans period, or programs) covering Transferred Employees after the Closing to the same extent as voluntarily terminates employment, in which case such Transferred Employee was entitled as hiring restrictions shall apply only for a period of immediately prior to the Closing Date to credit for three months following such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellerstermination; provided, however, that with respect to those employees designated with an asterisk by their names on Schedule 9.1(b), such crediting hiring restrictions shall only apply for a period of service three months following any voluntary termination of such employee’s employment with any Seller (or any of its Affiliates) if such voluntary termination occurs within six months of the date of the Agreement and shall not operate apply for any period following a voluntary termination if such termination occurs after six months from the date of the Agreement. The above-described hiring restrictions shall, in all cases, terminate upon the earlier of (i) the completion of Sellers’ wind down of the NATG business or (ii) December 31, 2016. (c) Each Seller shall not (and shall cause its Affiliates’ not to), for the duration of the Restricted Period (as defined in the Noncompetition Agreement), directly or indirectly, cause, solicit, induce, encourage, hire or continue to duplicate employee any benefit to any such Transferred Employee with any Seller or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions Seller Affiliate to the extent such conditions were satisfied by Purchaser makes a bonafide offer of employment to such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployee.

Transferred Employees. Effective as of (a) Between the date hereof and the Closing Date, Purchaser Seller shall permit Buyer to discuss and meet, and Seller shall cooperate in such discussions and meetings, with any employee of Seller. At or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein prior to the contrary Closing, Buyer will provide Seller with a list of employees to whom Buyer will offer employment at will and except at salary and wage levels generally comparable to those offered to such employees by Seller and benefits generally comparable to those offered to current similarly-situated employees of Buyer. Employees who accept such employment with Buyer shall be referred to as provided “Transferred Employees.” Seller shall terminate the Transferred Employees and the Transferred Employees shall become employees of Buyer, in an individual each case effective as of the Effective Time. Seller hereby consents to the hiring of such employees by Buyer and waives, with respect to the employment Contract by Buyer of such employees, any claims or rights Seller may have against Buyer or any such employee with respect to activities and events occurring after the Effective Time under any Applicable non-competition, confidentiality, or nonsolicitation covenants, or any employment agreement with such employee. (b) Except for the Employee Accruals, and subject to Section 8.04, Seller shall retain liability for, and shall be solely responsible for: (i) payment of all medical and dental claims incurred by Transferred Employees, or as required by any other employees of Seller, prior to the Closing Date; (ii) all benefits to be paid to Transferred Employees, or any other employees of Seller, pursuant to the terms of an Assumed Plan, offers any of employment the Employee Benefit Plans; (iii) any severance claim made by any employee of Seller; (iv) any workers’ compensation claims made with respect to Applicable Employees whose employment rights are subject injuries occurring prior to the UAW Collective Bargaining Agreement as of the Closing Date, regardless of when any such claim is filed; (v) any claim made by any former or current employee of Seller for salary, commissions, overtime pay, bonuses or accrued but unused vacation pay, sick pay or personal time off earned or accrued during their employment tenure with Seller; and (vi) any and all liabilities arising under, resulting from or relating to any Employee Benefit Plans or to Seller’s employment or termination of its employees, whether incurred before, on or after the Closing Date. Seller shall be made in accordance pay all of the foregoing items when and to the extent due, subject to any right of Seller to dispute same with the applicable terms and conditions of third party (which right shall not limit the UAW Collective Bargaining Agreement and Purchaser’s Seller Indemnified Parties’ obligations under the Labor Management Relations Act of 1974Article X.) (c) Subject to Section 8.04, as amended. Each Seller agrees that any and all costs (including, without limitation, any severance payments) relating to individuals not offered employment by Buyer or who do not accept Buyer’s offer of employment will be paid by Seller, and Seller and Owners shall, jointly and severally, indemnify and hold harmless Buyer from and against any and all liabilities arising from or related to an Applicable Employee who is not covered the employment of Seller’s employees through the Closing Date or the termination of their employment by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary Seller as of or after the Closing Date, for . (id) base salary Seller shall assist Buyer in the transition of any Transferred Employees by providing true and correct copies of any information or hourly wage rates initially at least equal to such Applicable Employee’s base salary records requested by Buyer (or hourly wage rate in effect as of immediately prior its representatives) related to the Closing Date and (ii) employee pension and welfare benefitsTransferred Employees, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 including initial employment dates, termination dates, reemployment dates, hours of the Sellers’ Disclosure Scheduleservice, but not including any Retained Plan, equity compensation or equity-based compensation plans tax withholding history or any Benefit Plan other information, that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser Buyer (or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing representatives) reasonably deems necessary in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating connection with the employment of any Transferred Employee after the Closing Date, subject Employee. Seller agrees to provide any information or records reasonably requested by Buyer (or its representatives) related to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(aTransferred Employees in such format(s) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered as are reasonably requested by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Buyer (or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planrepresentatives), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. 1.2.1 The Parties hereto acknowledge and agree that the Existing Employees are, at the Effective Date, and shall continue during the Loan-Out Period to be, employees of FARES, and are not and shall not for any purpose during the Loan-Out Period be deemed to be employees of FADCIG, except pursuant to Section 1.2.3 hereof. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall be solely responsible for and pay all of the Closing Datesalary, Purchaser or one benefits, workers’ compensation premiums, unemployment insurance premiums and other compensation of such Existing Employee (collectively, “Compensation and Benefits”), including the costs of participation by such Existing Employee in the employee benefit plans of FARES and its Affiliates Affiliates, if applicable. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall make an offer be solely responsible for timely payment, withholding and reporting of all applicable Federal, state and local withholding, employment and payroll taxes with respect to each Applicable such Existing Employee. Notwithstanding anything herein Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall maintain workers’ compensation and employers’ liability insurance, in accordance with applicable law, covering such Existing Employee. FARES shall furnish FADCIG with copies of certificates of insurance or other documentary evidence of such insurance coverage upon FADCIG’s reasonable request. Until such time as an Existing Employee ceases to be an employee of XXXXX, XXXXX shall remain the contrary and except as provided in an individual employment Contract with any Applicable sole employer of such Existing Employee, but the work performed by such Existing Employee or as required by shall, during the terms of an Assumed PlanLoan-Out Period, offers of employment to Applicable Employees whose employment rights are be subject to the UAW Collective Bargaining Agreement as final approval of FADCIG or an Affiliate thereof. Notwithstanding the foregoing, the Existing Employees shall report directly and exclusively to FADCIG and FADCIG shall be solely responsible for the direction, supervision, management and performance of the Closing Date, Existing Employees. FADCIG shall be made solely responsible for the results of performance of such Existing Employees and all related quality control measures. In no event shall FARES or FARES LLC be responsible for the management, supervision, direction, performance or work product of such Existing Employee in accordance with performing the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersServices; provided, however, that FARES may, but shall have no obligation to, participate in the supervision of such crediting services, and may, if it so desires, participate in the means, manner and method by which such services are to be performed, and the failure of FARES to participate in such supervision shall in no way constitute gross negligence or willful misconduct on the part of FARES for the purposes of Section 4.1 hereof. 1.2.2 FADCIG shall make a good faith offer of regular employment to all Existing Employees on or before the Termination Date. For those Existing Employees who accept such offer of employment with FADCIG (“Continuing Employees”), FARES agrees that it shall be solely responsible for all Compensation and Benefits accruing or earned prior to the date any Existing Employee commences employment with FADCIG (the “FADCIG Employment Commencement Date”), subject to reimbursement pursuant to Section 2. FADCIG agrees that it shall be responsible for all Compensation and Benefits accruing or earned on and after the FADCIG Employment Commencement Date by Continuing Employees; provided, that in the event that length of service shall not operate to duplicate any benefit is relevant for purposes of eligibility or vesting with respect to any Compensation or Benefits to be provided by FADCIG after the FADCIG Employment Commencement Date, such Transferred plan, program or arrangement shall credit each Continuing Employee with the same length of service as such Continuing Employee has been credited with by Seller or FARES as of the funding for FADCIG Employment Commencement Date; provided, further, that FADCIG shall honor all vacation which has accrued to, but not been used by, any Continuing Employee as of September 14, 2005. Each Continuing Employee shall cease active participation in any employee benefit plan or arrangement of FARES or its Affiliates in which such benefit. Such benefits shall not be subject Continuing Employee participated immediately prior to any exclusion for any pre-existing conditions the FADCIG Employment Commencement Date (collectively “Benefit Plans”), except to the extent FADCIG employees also participate in such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as Plans or arrangements or to the extent FARES and FADCIG expressly agree otherwise in writing. FARES and FADCIG shall cooperate to minimize the aggregate amount of the Closing Dateany employer’s obligation for employment and payroll taxes (including, and credit shall be provided for without limitation, FICA taxes) in respect of any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursContinuing Employee.

Transferred Employees. (a) Effective as of the Closing Date, Purchaser (or one of its Affiliates Affiliates) shall make an continue to employ each Acquired Company Employee and shall continue to employ (where employment continues automatically by operation of Law) or shall offer employment (where employment does not continue by operation of employment Law) to each Applicable Business Employee. Notwithstanding anything herein , in each case, who: (i) is actively employed in the Business on such date or is absent from employment due to vacation, holiday or temporary illness (the “Current Employees”); or (ii) (A) is absent from work due to short or long-term disability, workers compensation or work related injury schemes, military leave or other authorized leave of absence or lay off and (B) has the right to return to employment with the Business following expiration of such absence under applicable Law or any applicable agreement (including any collective bargaining agreement) (the “Leave Employees” and, together with the Current Employees, the “Closing Date Employees”), other than no more than three (3) Business Employees and Acquired Company Employees to be designated by Purchaser no later than fourteen (14) days prior to the contrary Closing who shall remain employed by and except as provided the responsibility of the Seller and its Affiliates and shall not continue in an individual employment Contract with any Applicable Employee or as required by transfer to the terms of an Assumed Plan, Purchaser (the “Excluded Business Employees”). All such offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the provisions of this Section 10.1. Except as otherwise provided by applicable Law or any applicable collective bargaining agreement, a Closing Date Employee who is not employed by the Acquired Company or whose employment does not continue automatically by operation of law, and who is offered employment by Purchaser or one of its Affiliates, shall be deemed to have accepted such offer if he or she has completed Purchaser’s pre-employment enrollment package and has presented himself or herself as available for active employment at his or her then applicable place of employment: (A) in the case of a Current Employee, on the first Business Day immediate following the Closing Date, or such subsequent date as Purchaser in its sole discretion shall approve (or, in the case of a Current Employee who is absent from work on the Closing Date due to vacation, holiday or temporary illness, the first Business Day following the Closing Date that such Current Employee is scheduled to return or is fit to return to active employment), and (B) in the case of a Leave Employee, on the first Business Day following the Closing Date that the Leave Employee is able to return to active employment, but in no event later than six months following the Closing Date. Any Current Employee who fails to complete Purchaser’s pre-employment enrollment package within twenty-one (21) days after the Closing Date and who does not continue in employment automatically by operation of Law, shall be deemed to have rejected such offer of employment unless he or she continues to be actively at work with the Purchaser at the end of the 21-day period. Each Closing Date Employee who is an Acquired Company Employee, and each Closing Date Employee who continues in employment automatically by operation of Law or who accepts an offer of employment from Purchaser (or one of its Affiliates), shall be referred to herein as a “Transferred Employee”. Purchaser shall use reasonable best efforts to encourage Leave Employees to return to work. Seller will be responsible for those Current Employees and those Leave Employees who do not accept offers of employment. Seller reserves the right to, in its sole discretion, modify the terms and conditions of employment of any Leave Employee who has not yet accepted an offer of employment from Purchaser, or to terminate the UAW Collective Bargaining Agreement employment of such Leave Employee with Seller. Except as otherwise provided in this Agreement, Seller shall be liable for all costs, benefits, compensation and severance with respect to any Excluded Business Employee, any Business Employee or Acquired Company Employee who is not a Closing Date Employee, and any Closing Date Employee who is not a Transferred Employee, including any Closing Date Employee who does not accept an offer of employment from Purchaser or one of its Affiliates, or any Closing Date Employee who refuses to consent to his or her automatic transfer to Purchaser (or one of its Affiliates) in accordance with applicable Law; provided, however, that Seller and its Affiliates shall have no responsibility for, and Purchaser and its Affiliates shall be responsible for and shall indemnify and hold Seller and its Affiliates harmless from, all claims brought by Closing Date Employees relating to the payment of severance (including the reasonable actual out-of-pocket fees and expenses of counsel) that arise as a result of Purchaser’s obligations under failure to make an offer of employment to such Closing Date Employees in accordance with the Labor Management Relations Act terms of 1974, as amended. this Section 10.1. (b) Each offer of employment extended to an Applicable a Closing Date Employee who is not covered by the UAW Collective Bargaining Agreement Purchaser pursuant to this Section 10.1 shall providebe at a base salary or wage not less than the base salary or wage paid to the Closing Date Employee, until at least in the first anniversary case of a Current Employee, immediately prior to the Closing Date and, in the case of a Leave Employee, immediately prior to the commencement of such Leave Employee’s absence from work, in each case unless a higher wage is otherwise required by Law. During the 12 month period immediately following the Closing Date, for (i) base so long as the Transferred Employee continues in employment during such period, Purchaser shall continue to provide each Transferred Employee with an annual salary or hourly wage rates initially rate, as applicable, at least equal to such Applicable Employee’s base the salary or hourly wage rate contained in such offer of employment to such Transferred Employee. Notwithstanding anything set forth herein to the contrary, nothing in this Agreement shall create any obligation on the part of Purchaser (or one of its Affiliates) to continue the employment of any Transferred Employee for any period of time following the Closing Date, except as expressly set forth in an employment contract or as required by applicable Law. (c) For each group of Transferred Employees in the United States who are covered by any collective bargaining agreement with Seller as of the Closing Date (“Union Transferred Employees”), Purchaser shall adopt such collective bargaining agreement and assume the collective bargaining obligations of Seller (subject to such modifications acceptable to the affected labor union as Purchaser reasonably deems appropriate to reflect its own benefits programs and insurance policies). For each group of Union Transferred Employees and each group of Acquired Company Employees who are covered by a collective bargaining agreement between a union and the Acquired Company as of the date hereof, Purchaser agrees that such collective bargaining agreement shall remain in effect under its present terms (subject to such modifications acceptable to the affected labor union as Purchaser reasonably deems appropriate to reflect its own benefits programs and insurance policies) until such time as the Acquired Company may have a right to modify or terminate the collective bargaining agreement in accordance with its terms and applicable Law. Purchaser shall provide Union Transferred Employees with the Assumed Benefit Plans (as described in Section 10.3 below), and with such other compensation and benefits as may be required by the terms of the collective bargaining agreement with the union representing such Union Transferred Employees. (d) Effective on the Closing Date, Purchaser accepts any and all post-Closing obligations under the WARN Act, and any comparable state or local law or ordinance, with respect to all Transferred Employees. (e) For the one-year period immediately following the Closing Date, for so long as a Transferred Employee in the United States whose employment is not governed by the terms of a collective bargaining agreement (a “Non-Union Transferred Employee”) continues in employment during all or any part of such period, Purchaser shall provide each such Non-Union Transferred Employee and his or her respective eligible dependents with medical, dental, prescription drug and other welfare benefits (the “Purchaser Welfare Plans”), and such retirement benefits (the “Purchaser Retirement Plans”) under the Purchaser Welfare Plans and Purchaser Retirement Plans that are in the case of each benefit substantially similar to either (a) the benefits provided to Purchaser’s U.S. employees in comparable respective positions, or (b) the benefits provided to the Non-Union Transferred Employee by Seller prior to Closing. (i) The Purchaser Welfare Plans shall (i) treat the Non-Union Transferred Employees and their respective eligible dependents as eligible to participate in the Purchaser Welfare Plans immediately upon the Closing Date to the same extent such Non-Union Transferred Employees and their respective eligible dependents were eligible under the analogous Seller Benefit Plan immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject give to the terms Non-Union Transferred Employees and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received their respective eligible dependents credit under the applicable Benefit Purchaser Welfare Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers Seller, the Acquired Company, Seller and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to the extent such credit was given under the analogous Seller Employee Benefit Plans immediately prior to the Closing Date. Such credit for such service under any similar employee benefit plansshall be given for purposes of eligibility to participate, programs or arrangements eligibility for benefits and satisfaction of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such waiting periods under the Purchaser Welfare Plans. (ii) Each Non-Union Transferred Employee or shall be eligible to participate in the funding applicable Purchaser Defined Contribution Retirement Plans immediately upon the Closing Date and shall, except as provided below, be given credit under the applicable Purchaser Defined Contribution Retirement Plans for any such benefit. Such benefits shall not be subject all service prior to any exclusion for any pre-existing conditions the Closing Date to the extent such conditions were satisfied by credit was given under the analogous Seller Employee Benefit Plans immediately prior to the Closing Date. Such credit for service shall be given for purposes of eligibility to participate, vesting, eligibility for early retirement, and for all other purposes for which such service is either taken into account or recognized, other than for benefit accrual purposes. (f) Purchaser agrees that (i) all unpaid accrued but unused vacation, personal days, floating holidays, sick pay and other leave of the Non-Union Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit Date shall be provided for any deductible or out-of-pocket amounts Purchaser’s responsibility and shall be recognized by Purchaser under its vacation and/or pay policies to the extent not paid by such Transferred Employee during the plan year in which Seller on or before the Closing Date occursand (ii) to the extent that Seller is required by applicable Law or the terms of any Seller Employee Benefit Plan to make any payment to any Non-Union Transferred Employee for any vacation accrued but unused and unpaid as of the Closing Date in connection with the consummation of the transaction, Purchaser agrees to promptly reimburse Seller for the amount of such payment, but only to the extent that the Liabilities described in (i) and (ii) above are properly reflected on the Closing Statement of Net Assets. (g) Purchaser shall be solely responsible on and after the Closing Date for the terms and conditions of employment of all Transferred Employees and for any change thereof. With respect to any Transferred Employee that Purchaser terminates after the Closing Date, Purchaser shall be solely responsible for satisfying any requirements under any applicable Laws and, with respect to each Transferred Employee, Purchaser shall be solely responsible for (i) any Liabilities, obligations or claims arising under any Assumed Benefit Plan; (ii) obligations arising on or after the Closing Date under any applicable contract of employment, including, but not limited to, any Assumed Retention Agreement but only to the extent provided in Section 1.5(f), (iii) any grievances, arbitrations or unfair labor practice charges arising from events that occur on or after the Closing Date and any non-monetary relief granted pursuant to grievances, arbitrations or unfair labor practice charges arising from events that occur prior to the Closing Date; and (iv) any alleged violation of Law (including, but not limited to, any Law pertaining to employment discrimination, workers’ compensation, occupational safety and health, unfair labor practices, WARN Act violations and similar Laws), if such alleged violation occurred on or after the Closing Date. Similarly, with respect to any Transferred Employee, Seller shall be solely responsible for (i) any Liabilities, obligations or claims arising prior to the Closing Date, under any Seller Employee Benefit Plan (other than an Assumed Benefit Plan); (ii) any obligations under an applicable contract of employment for any Acquired Company Employee or Business Employee who is not a Transferred Employee; (iii) any monetary relief (including without limitation monetary damages and back pay awarded through the date of any reinstatement of employment) for grievances, arbitrations or unfair labor practice charges arising from events that occurred prior to the Closing Date; and (iv) any alleged violation of Law (including, but not limited to, any Law pertaining to employment discrimination, workers’ compensation, occupational safety and health, unfair labor practices, WARN Act violations and similar Laws), if such alleged violation occurred prior to the Closing Date. (h) Seller and Purchaser agree to furnish to each other such information as may be reasonably required with respect to any Transferred Employee promptly following receipt of any reasonable written request from the other.

Transferred Employees. Effective (a) Each of the Transferred Employees shall cease to accrue benefits under Seller's Plans (as hereinafter defined) as of the relevant Employee Transfer Date for such employee. However, Seller shall continue the medical coverage of each Transferred Employee (and his/her dependents, if applicable) under the group health plan of Seller through the end of the month following the month of the Closing Date, Purchaser or one of its Affiliates . Buyer shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required establish a group health plan by the terms date coverage ends under the group health plan of an Assumed PlanSeller. Buyer shall reimburse Seller for all costs incurred by Seller in connection with maintaining such medical coverage of each Transferred Employee for said period within thirty (30) days following Seller's written demand therefor, offers of employment and shall indemnify, defend and hold Seller harmless against any and all claims by the Transferred Employees with respect to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of such medical coverage arising after the Closing Date, shall be made in accordance with the applicable terms and conditions . For purposes of health continuation coverage under Section 4980B of the UAW Collective Bargaining Agreement Code and Purchaser’s obligations under Part 6 of Subtitle B of Title I of ERISA or state law ("continuation coverage"), the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by continuation period shall commence on the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary last day of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable month following the Closing Date, terminate and the employment Seller shall be responsible for providing continuation coverage with respect to any "qualifying event" (within the meaning of all Section 4980B(f)(3) of the Code) occurring on or before such Applicable Employeesdate. (b) Each of the Transferred Employees shall be eligible to participate in, and benefits shall accrue under, Buyer's employee benefit plans from the relevant Employee Transfer Date for such employee in accordance with the terms of such employee benefit plans of Buyer. Nothing Notwithstanding anything to the contrary in this Section 6.17(aAgreement, Buyer is not assuming any obligation whatsoever with respect to any options to purchase Seller's securities held by the Transferred Employees. (c) For the purpose of determining the participation and vesting of a Transferred Employee under Buyer's employee benefit plans, his or her period of employment shall prohibit Purchaser include employment with Seller. Buyer shall not impose any waiting periods or any of its Affiliates from terminating the employment of preexisting condition exclusion under Buyer's employee benefit plans with respect to any Transferred Employee. (d) Buyer will allow those Transferred Employees who have accrued up to 80 hours (or such greater amount required to be transferred by the laws of the jurisdiction in which such employee is located) of banked or outstanding vacation pay in respect of the period prior to the relevant Employee Transfer Date, to use such banked or outstanding vacation pay after the Closing Date at Buyer's expense on the terms and conditions as are provided for in Buyer's employee benefits plan relating to vacation pay. Seller will pay within thirty (30) days after the Closing Date to those Transferred Employees who have accrued more than 80 hours (or such greater amount required to be transferred by the laws of the jurisdiction in which such employee is located) of accrued vacation, an amount equal to the value of the accrued vacation in excess of 80 hours (or such greater amount required to be transferred by the laws of the jurisdiction in which such employee is located). (e) Any Transferred Employee who is on vacation or on leave of absence at the Closing Date shall be deemed for the purpose of participation in Seller's Plans and Buyer's employee benefit plans to have actively reported for work with Buyer as of the first day after the Closing Date, subject to . Buyer shall count the terms and conditions remaining period of the UAW Collective Bargaining Agreement. It is understood that the intent such vacation or leave of this Section 6.17(aabsence toward any waiting period or other service-based eligibility requirement under any of Buyer's employee benefit plans. (f) is to provide For a seamless transition period of one year from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further Buyer agrees and acknowledges that it shall to provide the severance benefits described on Schedule 6.3(f) (the "Severance Benefits") to each any Transferred Employee who is not employed in the United States and covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the provided by Seller and provide similar severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that to Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursforeign jurisdictions.

Transferred Employees. Effective Purchaser covenants to Seller that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment Date to each Applicable Employee. Notwithstanding anything herein to the contrary all Bank Employees in good standing upon terms and except as provided conditions described in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subsection (b) below and subject to the UAW Collective Bargaining Closing. Transferred Employees will be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (b) Purchaser shall provide each Transferred Employee with the following: (i) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/401(k) plan or plans of Purchaser, if he or she is eligible based on each plan's eligibility criteria as of the Closing Date, shall be made in accordance with the applicable terms and conditions close of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with Seller, for (i) base salary its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or hourly wage rates initially at least equal to plans, as if the Transferred Employee had been an employee of Purchaser during such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and period; (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable Each Transferred Employee will be eligible to participate in the aggregate than those listed Purchaser's qualified pension plan or plans, if he or she is eligible based on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights such plan's rules and eligibility criteria as of the close of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with Seller, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing predecessors in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject determining eligibility to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibilityparticipate, vesting and benefit eligibility to receive benefits (but not accrual (except in the case of a benefits under any defined benefit plan) in Purchaser's pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planplan(s), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after as if the Closing to the same extent as such Transferred Employee was entitled as had been an employee of immediately prior to the Closing Date to credit for Purchaser during such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellersperiod; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding of any benefit for any period of service; (iii) Each Transferred Employee will receive credit for years of service with Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility in Purchaser's other miscellaneous benefits programs not specifically covered by other subparagraphs of this section, as if the Transferred Employee had been an employee of Purchaser during such benefitperiod, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, short and long-term disability plans and other similar benefits; (iv) On the Closing Date, each Transferred Employee will become immediately eligible to participate in the Purchaser's health and welfare plans (to the extent they are eligible to participate under Seller's health and welfare plans), including but not limited to, medical, dental, life insurance and short and long-term disability plans, as such plans may exist, on the same basis as other similarly situated employees of Purchaser. Such benefits Purchaser shall not be subject to any exclusion for waive any pre-existing conditions condition limitations with respect to such Transferred Employee and his or her dependents, to the extent such conditions were satisfied by such pre-existing condition limitation can be waived under Purchaser's plans. Purchaser shall cause each Transferred Employees under a Parent Employee Benefit Plan to be eligible as of the Closing DateDate for substantially the same amount of insurance coverage that he or she maintained under Seller's plans, and credit shall be provided for any deductible or out-of-pocket amounts paid by without requiring such Transferred Employee during to provide any evidence of insurability to the plan year extent possible under existing arrangements with Purchaser's carriers. (c) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in which connection with any, Transferred Employee under the WARN Act. Purchaser shall indemnify and hold Seller harmless for any WARN Act obligations or liabilities of Seller that are triggered by any mass layoff, plant closing or other employment action by Purchaser within the 90 day period following after Closing Date occursDate. (d) Seller will pay out to all Transferred Employees compensation in lieu of any accrued bonuses and accrued but unused vacation through the closing date.

Transferred Employees. Effective as of the Closing Date(a) The Buyer shall, Purchaser or one of shall cause its Affiliates shall make an offer of employment to to, provide each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Transferred Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee (who is not covered a Union Employee), during the twelve (12) month period following Closing, with compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Transferred Employee by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of Seller and its Affiliates immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPDate. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer allowed by insurance providers, each Transferred Employee who becomes a participant in any benefit plan or program of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Buyer or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual given credit under such plans and credited service with Sellers and each of their respective Affiliatesprograms, for purposes of eligibility, vesting and benefit accrual thereunder, for all services recognized by the Seller or its Affiliates (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent that such conditions were satisfied by such credit would result in duplication of accrual of benefits). The Buyer agrees to recognize and credit each Transferred Employees under a Parent Employee Benefit Plan with any accrued but unused vacation, sick or personal leave recorded on the books of the Seller or its Affiliates as of the Closing Date. Furthermore, to the extent allowed by insurance providers, the Buyer shall cause there to be waived any pre-existing condition, actively at work requirement and credit shall be provided for waiting period(s) applicable to any deductible or out-of-pocket amounts paid by such Transferred Employee in connection with any benefit plan maintained by the Buyer and its Affiliates. To the extent allowed by insurance providers, the Buyer shall cause any such benefit plan to honor any expenses incurred by each Transferred Employee and its beneficiaries under any Benefit Plan during the plan portion of the calendar year in which the Closing Date occursoccurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses. (b) The Buyer shall assume all Liabilities and obligations to provide severance to (i) any Specified Employee who is not offered employment on the terms contemplated by Section 9.1 and (ii) any Transferred Employee whose employment is involuntarily terminated after the Closing Date. The Buyer agrees to provide severance pay and benefits to Transferred Employees equivalent to that offered by the Seller and its Affiliates to similarly situated employees for a period of twelve (12) months following the Closing Date.

Transferred Employees. Effective as (a) Not less than ten (10) days prior to the earlier to occur of the Non-License Closing Date or the Closing Date, Purchaser or one Seller shall provide a list to Buyer of its Affiliates shall make an offer all employees of employment to each Applicable Employeethe Stations. Notwithstanding anything herein Prior to the contrary and except as provided in an individual employment Contract with any Applicable Employee earlier to occur of the Non-License Closing Date or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Buyer shall be made in accordance with the applicable terms and conditions offer employment as of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment earlier to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary occur of the Non-License Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to Date and the Closing Date to all such employees of the Stations at the same salary or wage rate (as applicable), and (ii) place of employment, as held by each such employee pension immediately prior thereto, and welfare benefits, Contracts and arrangements that are not with benefits no less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Scheduleprovided by Buyer and Buyer's Affiliates to their similarly situated employees (subject, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPcases, to the provisions of any employment agreements that are Station Contracts). For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” 27 <PAGE> (b) To the extent such offer of employees accept employment by Purchaser or its Affiliates is not acceptedwith Buyer (collectively, Sellers shall"TRANSFERRED EMPLOYEES"), such Transferred Employees will be included in Buyer's employee benefit plans and will be subject to Buyer's employment policies, as soon as practicable following generally applicable to Buyer's employees who are similarly situated. Buyer agrees that Transferred Employees shall be credited under all of Buyer's applicable employee benefit plans covering such employees with their service at the Station for purposes of determining any period of eligibility to participate or to vest in benefits to the same extent such service was counted under the Benefit Plans of Seller. After the earlier to occur of the Non-License Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after Date and the Closing Date, subject to applicable laws, Buyer shall have the right, at any time thereafter, to dismiss any or all Transferred Employees at any time thereafter, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefit plans, policies or arrangements, provided to them). Buyer further agrees that all amounts credited under the UAW Collective Bargaining Agreement. It is understood Seller's health plans for purposes of limits on co-payments, deductibles and out of pocket expenses during the calendar year that includes the intent of this Section 6.17(a) is Closing Date shall be credited under the Buyer's corresponding health plans or policies, and no pre-existing condition limitation shall apply to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject Transferred Employees under such health plans or policies, except to the UAW Collective Bargaining Agreement. Except extent required by the plans. (c) Buyer and Seller agree that, pursuant to the "Alternative Procedure" provided in section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Buyer and Seller will report on a predecessor/successor basis as set forth therein, (ii) Seller will be relieved from filing a Form W-2 with respect to any Transferred Employee of Seller who accepts employment with Buyer and (iii) Buyer will undertake to file (or cause to be filed) a Form W-2 for Applicable Employees with non- standard individual agreements providing each such Transferred Employee for severance benefits, until at least the first anniversary of year that includes the Non-License Closing Date or the Closing Date, Purchaser further as applicable (including the portion of such year that such employee was employed by Seller). Seller agrees to provide Buyer with all payroll and acknowledges that it shall provide employment-related information with respect to each Transferred Employee of Seller who is not covered by the UAW Collective Bargaining Agreement accepts employment with Buyer. (d) Buyer shall assume all accrued and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursunused vacation.

Transferred Employees. Purchaser covenants to Sellers that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date to all Consumer Bank Employees upon terms and conditions described in subsection (c) below and subject to the Closing. Purchaser may but shall not be obligated to offer employment to any Consumer Bank Related Employee following the Final Approval Date on the same terms as required hereunder for offers of employment to Consumer Bank Employees; provided, however, that Purchaser must offer employment to such Consumer Bank Related Employees no later than thirty (30) days following the date on which a list of such Consumer Bank Related Employees is provided to Purchaser. The position offered to each Consumer Bank Employee and each Consumer Bank Related Employee must be a Comparable Job. Subject to the provisions of this Section 9.6, Transferred Employees will be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (b) Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment assume the Fleet Boston Divestiture Severance Plan and all obligations for all severance benefits payable pursuant to each Applicable Employee. Notwithstanding anything herein such plan (the "Assumed Severance Obligations") to the contrary and except as provided in an individual employment Contract with any Applicable Consumer Bank Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made whom Purchaser does not provide a Comparable Job in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations Section 9.6(a) hereof; provided, however, that transitional assistance programs for which Purchaser shall be responsible under the Labor Management Relations Act of 1974, as amended. Each offer of employment Fleet Boston Divestiture Severance Plan shall be limited to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPoutplacement services. For the avoidance a period of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable (1) year following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Purchaser shall prohibit Purchaser or any of its Affiliates from terminating the employment of provide severance benefits to any Transferred Employee who is terminated by Purchaser on or after the Closing Date pursuant to the terms of the Fleet Boston Divestiture Severance Plan. Purchaser shall compute severance benefits by giving all Transferred Employees full credit for all years of service with any Seller, its Affiliates and predecessors in accordance with their respective adjusted dates of hire as furnished by Sellers ("Years of Service"). After the one (1) year period provided for herein, Purchaser shall provide Transferred Employees with severance benefits in accordance with Purchaser's severance policy, if any, crediting Transferred Employees with years of service as provided under this Agreement. (c) Each Consumer Bank Employee, and Consumer Bank Related Employee offered employment by Purchaser, shall be offered employment subject to the following terms and conditions: (i) Base salary or base hourly wages shall be equivalent to the base salary or base hourly wage paid by a Seller to such employee as of the close of business on the Closing Date until such time that Purchaser's compensation policies would entitle each such employee to an increased salary or base wage; and (ii) Vacation benefits shall be equivalent to vacation benefits provided by a Seller to such employee as of the close of business on the Closing Date, subject until December 31, 2000. Any vacation balance to which such employee is entitled in the terms year of Closing shall carry over to Purchaser (to a maximum of four weeks). As of January 1, 2001, Transferred Employees shall receive in the aggregate for vacation, sick and conditions personal days the amount of paid time off to which they are entitled under Purchaser's policies as in effect then and from time to time thereafter. (d) Purchaser shall provide such Transferred Employee with the following: (i) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/40l(k) plan or plans of Purchaser, based on each plan's eligibility criteria as of the UAW Collective Bargaining Agreement. It is understood that the intent close of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of business on the Closing Date, . Purchaser further agrees and acknowledges that it shall provide to credit each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser with his or her Years of Service with any Seller, its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or plans; (ii) Each Transferred Employee will be eligible to participate in the Purchaser's qualified pension plan or plans, based on or prior to each such plan's eligibility criteria as of the first anniversary close of business on the Closing Date, severance benefits that are not less favorable than the severance benefits such . Purchaser shall credit each Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 with his or her Years of the Sellers’ Disclosure Schedule. Purchaser or one of Service with any Seller, its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibilitypredecessors in determining eligibility to participate, vesting and benefit accrual (except eligibility to receive benefits in the case of a defined benefit Purchaser's pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planplan(s), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to or the funding of any benefit for any period of service; (iii) Each Transferred Employee will receive credit for his or her Years of Service with any Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility in Purchaser's other miscellaneous benefits programs, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, long-term disability plans and other similar benefits; (iv) On the Closing Date eACH TRANSFERRED EMPLOYEE WILL BECOME IMMEDIATELY ELIGIBLE TO PARTICIPATE IN THE PURCHASER'S HEALTH AND WELFARE PLANS, INCLUDING BUT NOT LIMITED TO, DENTAL AND SICK LEAVE, AS SUCH PLANS MAY EXIST, ON THE SAME BASIS AS OTHER SIMILARLY-SITUATED EMPLOYEES OF PURCHASER. PURCHASER SHALL WAIVE ANY PRE-EXISTING CONDITION LIMITATIONS WITH RESPECT TO SUCH TRANSFERRED EMPLOYEE AND HIS OR HER DEPENDENTS. WITH RESPECT TO PURCHASER'S EXISTING LIFE INSURANCE AND LONG-TERM DISABILITY PLANS, WHICH HAVE A PARTICIPATION WAITING PERIOD OF NINETY (90) DAYS, THE PURCHASER SHALL USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO PROVIDE THAT EACH TRANSFERRED EMPLOYEE WILL BE IMMEDIATELY ELIGIBLE TO PARTICIPATE IN A PLAN OR PLANS PROVIDING THE SAME BENEFITS AS PURCHASER'S EXISTING PLANS EFFECTIVE ON AND AFTER THE CLOSING DATE; PROVIDED HOWEVER, THAT TRANSFERRED EMPLOYEES SHALL BE ELIGIBLE TO PARTICIPATE IN PURCHASER'S EXISTING PLANS NOT MORE THAN NINETY (90) DAYS AFTER THE CLOSING DATE. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEEDING SENTENCE, PURCHASER SHALL CAUSE EACH TRANSFERRED EMPLOYEE TO BE ELIGIBLE AS OF THE CLOSING DATE FOR AT LEAST THE AMOUNT OF INSURANCE COVERAGE THAT HE OR SHE MAINTAINED UNDER SELLERS' PLANS, WITHOUT REQUIRING SUCH TRANSFERRED EMPLOYEE TO PROVIDE ANY EVIDENCE OF INSURABILITY; PROVIDED HOWEVER, THAT FOR FULL-TIME TRANSFERRED EMPLOYEES, LIFE INSURANCE BENEFITS SHALL BE LIMITED TO 2 AND 1/2 TIMES BASE SALARY, TO A MAXIMUM OF $350,000, AND FOR PART-TIME TRANSFERRED EMPLOYEES, LIFE INSURANCE BENEFITS SHALL BE LIMITED TO A MAXIMUM OF $20,000. (v) UPON CONCLUSION OF HIS OR HER SHORT TERM DISABILITY OR TEMPORARY LEAVE OF ABSENCE, SUBJECT TO THE TERMS AND CONDITIONS OF PURCHASER'S PLANS AND POLICIES AND APPLICABLE LAW, EACH TRANSFERRED EMPLOYEE ON SUCH LEAVE AS OF THE CLOSING DATE SHALL RECEIVE THE GREATER OF THE SALARY AND VACATION BENEFITS IN EFFECT (Y) WHEN HE OR SHE WENT ON LEAVE OR (Z) UPON THE CONCLUSION OF SUCH LEAVE TO THE EXTENT THAT SUCH TRANSFERRED EMPLOYEE IS ENTITLED TO ANY PAY INCREASE OR VACATION ENTITLEMENT DURING SUCH LEAVE OF ABSENCE PURSUANT TO SELLERS' LEAVE OF ABSENCE POLICIES, SHALL OTHERWISE BE TREATED AS A TRANSFERRED EMPLOYEE AND SHALL BE OFFERED BY PURCHASER THE SAME OR A SUBSTANTIALLY EQUIVALENT POSITION TO HIS OR HER POSITION WITH A SELLER PRIOR TO THE LEAVE; and (vi) To the extent that Purchaser provides any Transferred Employee with benefit or other plans and such plans accept cash roll-overs, Purchaser shall allow such Transferred Employee to roll over into such plans any cash distributions or contributions received from a Seller or its plans, including any outstanding loan balances from Sellers' qualified or thrift retirement plan. (e) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in connection with any Transferred Employee under the funding WARN Act. Purchaser shall indemnify and hold Sellers harmless for any such benefit. Such benefits shall not be subject to WARN Act obligations or liabilities of Sellers that are triggered by any exclusion for any pre-existing conditions to mass layoff, plant closing or other employment action by Purchaser within the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the ninety (90) day period following after Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (i) On the Closing Date, except as set forth on Section 5.4(k) of the Seller Disclosure Letter, Buyer shall initially continue the employment of, or offer comparable positions to, (those employees of Seller and its Affiliates who are employed in connection with the Business on the Closing Date (“Business Employees”) and who are located in the United States. The continued employment of, or offer of employment to, any Business Employee located in the United States who is subject to a collective bargaining agreement, as provided in Section 5.4(a)(v), shall be in accordance with the terms and conditions specified in such collective bargaining agreement. Those Business Employees located in the United States who accept the offer of employment from Buyer, and those who are employees as of the Closing Date of Acquired Companies, shall be referred to as “Transferred Employees”. Notwithstanding the foregoing, no Business Employee on short-term or long-term disability leave as of the Closing Date (a “Leave Business Employee” listed under Item 1 on Section 5.4(a)(i) of the Seller Disclosure Letter) shall become a Transferred Employee unless or until such Leave Business Employee reports to work for Buyer or the Acquired Companies within 12 months of the Closing Date (in which case such Leave Business Employee shall then become a Transferred Employee). Seller shall transfer employment of such Leave Business Employees to Seller prior to the Closing Date if necessary to effectuate the foregoing. Seller shall remain liable for provision of short-term and long-term disability benefits to any Leave Business Employee who is eligible for such benefits under Seller’s plans as of the Closing Date. Seller shall remain liable for the provision of long-term disability benefits to any Leave Business Employee who is eligible for short-term disability on the Closing Date and who later becomes eligible for long-term disability under the terms of Seller’s plans. For the Transferred Employees Buyer shall maintain for a period of one year after the Closing Date (x) employee base compensation that is in the aggregate no less favorable than in effect as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (iiy) employee pension and welfare benefits, Contracts and arrangements that are not less favorable bonus opportunities substantially similar in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms bonus and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits incentive plans that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Business Benefit Plans listed on Section 4.10 3.14(a) of the Sellers’ Seller Disclosure ScheduleLetter (excluding any retention bonuses or retention agreements and the ACIRP Bonuses) and (z) benefit plans, programs and policies substantially similar in the aggregate to the Business Benefit Plans listed on Section 3.14(a) of the Seller Disclosure Letter (except for nonqualified deferred compensation plans, executive life insurance and equity compensation plans), in each case, for Transferred Employees not subject to a collective bargaining agreement. Purchaser Buyer shall provide compensation levels and benefit plans, programs and policies for Transferred Employees subject to a collective bargaining agreement that comply with such collective bargaining agreements or one of other agreements with the applicable union. Without limiting the foregoing, Buyer shall provide severance and other separation pay and benefits to each Transferred Employee or Foreign Employee terminated by Buyer or its Affiliates shall take all actions necessary such within one (1) year following the Closing Date (or, in the case of any Transferred Employee or Foreign Employee who is subject to a collective bargaining agreement, the period required therein) that are at least equal to the severance and other separation pay and benefits listed on Section 5.4(a)(i) of the Seller Disclosure Letter. All Transferred Employees shall be credited given credit for their actual and credited all service with Sellers Seller, an Acquired Company or a Selling Subsidiary (or service credited by Seller, an Acquired Company or Selling Subsidiary under such employee benefit plans, programs and each policies and fringe benefits of their respective Affiliatesthe Business as in effect on the date hereof) under all employee benefit plans, programs and policies and fringe benefits of the Business or Buyer in which they become participants for purposes of eligibility, participation and vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service was credited under any similar employee benefit comparable plans, programs and policies of Seller, an Acquired Company or arrangements a Selling Subsidiary. (ii) To the extent that any Business Employee is entitled to any severance as a result of the Transactions (and in the absence of any breach of Sellers Section 5.4(a)(i) of this Agreement by Buyer or any Affiliate its Affiliates), such payments shall be the sole responsibility of Sellers; provided, however, that such crediting of service Seller. Buyer shall not operate to duplicate any benefit to any such Transferred Employee or assume the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions severance agreements applicable to the extent such conditions were satisfied by Transferred Employees disclosed under Item 2 of Section 5.4(a)(i) of the Seller Disclosure Letter. (iii) Buyer agrees that, with respect to all Transferred Employees, Buyer will honor all accrued but untaken vacation credited to such Transferred Employees under Seller’s applicable vacation plans, determined as of the Effective Time to the extent reflected as a Parent Employee Benefit Plan current liability in the calculation of Net Working Capital. (iv) Buyer agrees to reimburse Transferred Employees for educational expenses incurred prior to the Effective Time but becoming reimbursable under the terms of Seller’s educational assistance plans after the Effective Time to the same extent that those Transferred Employees would have been reimbursed under Seller’s educational assistance plans if they had remained employees of Seller or its Affiliates to the extent reflected as a current liability in the calculation of Net Working Capital. Seller will provide Buyer with reasonable access to, and copies of, Seller’s records necessary to provide the foregoing benefits. (v) Buyer hereby agrees to recognize each union listed in Section 3.13 of the Seller Disclosure Letter which at the Closing Date represents any of the Transferred Employees as the collective bargaining representatives of such employees as of the Closing DateDate and hereby assumes all collective bargaining agreements listed in Section 3.13 of the Seller Disclosure Letter, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursall rights, duties and obligations thereunder.

Transferred Employees. Effective as of (a) On or before the Closing Datetenth day prior to the Closing, Purchaser or one of the other Purchasing Parties shall offer employment commencing on the Closing Date to each person listed on Schedule 8.1(a) (each, a “Prospective Employee”), except with respect to any Prospective Employee who is an EU Transferring Employee as noted on Schedule 8.1(a). Except as otherwise set forth on Schedule 8.1(a), such offers shall provide for compensation and benefits that are substantially equivalent, taken as a whole, to those provided by Seller and its Affiliates Subsidiaries. Purchaser shall make provide Seller prompt notice of any such offers. Seller shall use commercially reasonable efforts to encourage each Prospective Employee to whom such an offer has been made to accept such offer of employment and to continue his or her current employment until commencing employment with Purchaser or a Purchasing Party. Any Prospective Employee who accepts such an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject pursuant to the terms and conditions of such offer shall be referred to in this Agreement as a “Transferred Employee”. To the UAW Collective Bargaining Agreement. It extent a Prospective Employee is understood an EU Transferring Employee, the provisions of Section 8.2 shall apply. (b) The parties intend that existing contracts of employment of any of the Prospective Employees (other than EU Transferring Employees) shall not be assumed by Purchaser as a result of the Transaction, but rather that the intent Prospective Employees will be provided new offers of this Section 6.17(aemployment. (c) is Seller shall, and shall take all action necessary to provide cause each Prospective Employee who becomes a seamless transition from Sellers to Purchaser Transferred Employee or an EU Transferring Employee to, cease active participation under all Employee Benefit Plans and any other current or deferred compensation, incentive, fringe benefit or payroll plan, policy or program maintained by Seller or its Affiliates as of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least close of the first anniversary of calendar month ending on or immediately after the Closing Date, Purchaser further agrees or such other date as is required pursuant to the relevant Employee Benefit Plan. Seller shall be solely responsible for all obligations and acknowledges that it shall provide liabilities for severance or termination pay, benefits or notice under any plan, program, policy or applicable law with respect to any employee of Seller or any other Selling Party (each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates a “Current Employee”) which accrue on or prior to the first anniversary of Closing Date, or such other date referred to in the immediately preceding sentence, or with respect to any Current Employee who is not a Transferred Employee or an EU Transferring Employee which accrue after the Closing Date, severance . (d) Seller shall retain responsibility for and continue to pay all expenses and benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Employee Benefit Plans listed and all medical, dental, health, hospital, life insurance and disability expenses and benefits with respect to claims incurred (whether or not reported) on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date by Transferred Employees or EU Transferring Employees and their spouses and dependents, or incurred at any time by Current Employees and their spouses and dependents who are not Transferred Employees or EU Transferring Employees. For purposes of this Agreement, a claim shall be deemed to credit for be incurred on the date that the event giving rise to such service under any similar claim occurs. (e) Purchaser agrees to assume the accured but unused vacation of each Transferred Employee and EU Transferred Employee who consents to such assignment; Seller agrees to pay to each Transferred Employee and EU Transferred Employee who does not consent to such assumption an amount equal to the value of the Employee’s accrued but unused vacation. (f) In order to secure an orderly and effective transition of the employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of and EU Transferring Employees and their respective beneficiaries and dependents, the Selling Parties and Purchaser shall cooperate, both before and after the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by subject to applicable law, regarding the exchange information related to the Transferred Employees and EU Transferring Employees, including employment records and benefits information. (g) Each of the Selling Parties shall, until the Closing Date: (i) perform its obligations (including without limitation in respect of emoluments and outgoings) under the contracts of employment of such Transferred Employee during Employees and EU Transferring Employees, subject to the plan year in Selling Parties ability to so perform; (ii) not terminate, or give notice to terminate, the contract of employment of, nor dismiss, any of the Transferred Employees or EU Transferring Employees (other than for cause) without the prior written approval of Purchaser, which approval shall not be unreasonably withheld; (iii) pay to the Transferred Employees and EU Transferring Employees all sums to which they are legally entitled up to and including the Closing Date occursDate, except to the extent Purchaser does not approve any such payments and subject to the Selling Parties ability to so pay; (iv) comply in all respects with Legal Requirements requiring prior notice by Seller or any Selling Party to the Transferred Employees in connection with any aspect of the Transaction (and to provide to the Purchaser such information that the Purchaser may reasonably request in writing in order to verify such compliance); (v) not replace, deploy or assign any other person to the Business or increase the hours spent by any person on the Business such as to result in the likelihood of such person being wholly or mainly assigned to the Business within the meaning of the EU Codes; (vi) not make, propose or permit any changes to the terms, conditions or working conditions of any EU Transferring Employees; or (vii) introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any EU Transferring Employees.

Transferred Employees. (a) Buyer agrees that it shall offer employment, commencing immediately following the Closing, to each CB Employee. Effective as of the Closing Date, Purchaser Buyer shall assume and honor each of the collective bargaining agreements or one other labor contracts listed on Schedule 3.19(b) (including the National Agreement between Plastech Engineered Products, Inc. and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America only as such agreement relates to the Facilities of the Acquired Business) and the obligations thereunder, including providing the Transferred CB Employees with the compensation and benefits required by such agreements. (b) Buyer agrees that it shall offer employment, commencing immediately following the Closing Date, to substantially all (i.e., not less than 90%) of the Non-CB Employees at each Facility (other than Insiders and Related Persons of Insiders), upon terms, compensation and benefits that Buyer determines in good faith are, in the aggregate, generally comparable to those presently provided to such Non-CB Employees. (c) Sellers shall take all actions necessary to minimize the obligations arising under the WARN Act in connection with any (i) plant closing as defined in the WARN Act affecting any of the Facilities; or (ii) mass layoff as defined in the WARN Act affecting any of the Facilities. Sellers have sole responsibility for compliance with the WARN Act in connection with any of the Retained Employees. For a ninety (90) day period after the Closing Date, Buyer will not undertake any layoffs or terminations of employees that would trigger WARN liability for Seller as to Corporate Employees terminated by Seller prior to the Closing Date. For the purposes of the foregoing sentence, "Corporate Employees" shall mean all employees of Sellers located at their Dearborn and Auburn Hills corporate headquarters. (d) Buyer shall provide to the Transferred Non-CB Employees through December 31, 2008, employee benefits that are substantially similar in the aggregate to those provided by Sellers to the Transferred Employees as of the date hereof; provided that Buyer's inability to establish a 401(k) plan as of the Closing will not be considered a breach thereof. To the extent that a Transferred Employee commences participation in a Buyer Plan following the Closing Date, Buyer shall, and shall cause its Affiliates shall make an offer of employment to and the applicable Buyer Plan to, (i) credit each Applicable Transferred Employee. Notwithstanding anything herein 's service with Sellers, or any predecessor employers to the contrary and except Sellers, to the extent credited under the analogous Employee Benefit Plan, as provided in an individual employment Contract service with any Applicable Employee or as Buyer for all purposes under such Buyer Plan (other than benefit accrual purposes unless otherwise required by the terms of an Assumed a collective bargaining agreement), (ii) cause any and all pre-existing condition limitations, eligibility waiting periods, and requirements to show evidence of good health under such Buyer Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Dateextent that such conditions, shall be made in accordance with the applicable terms exclusions and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations waiting periods were waived or satisfied under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable analogous Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to Benefit Plan in which such Applicable Employee’s base salary or hourly wage rate in effect as of Transferred Employee participated immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment to be waived with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject respect to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under and such individual's spouse and eligible dependents who become participants in such Buyer Plan, subject, with regard to any Buyer Plan for which the benefits are provided through an insurance contract, to the consent of the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual insurance company which Buyer will use reasonable efforts to obtain; and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programsiii) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to give credit for or otherwise take into account under such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or Buyer Plan the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket expenses and annual expense limitation amounts paid by such each Transferred Employee during under the plan analogous Employee Benefit Plan for the year in which the Closing Date occurs. (e) Effective as of the Closing Date, the Transferred Employees shall no longer actively participate in the Plastech Engineered Products, Inc. Employees' 401(k) Plan (the "Sellers' Savings Plan"). Sellers shall cause the accounts of Transferred Employees under the Sellers' Savings Plan to be fully vested as of the Closing Date. As soon as practicable after the Closing Date, Buyer shall establish a tax-qualified defined contribution plan (the "Buyer's Savings Plan") that provides for the receipt from Transferred Employees of "eligible rollover distributions" (as such term is defined under Section 402 of the Code), provided that the Buyer's Savings Plan shall not accept rollovers of loans. As soon as practicable following the Closing Date and following the establishment of the Buyer's Savings Plan, Buyer shall provide Sellers with such documents and other information as Sellers shall reasonably request to assure themselves that the Buyer's Savings Plan provides for the receipt of eligible rollover distributions and (y) Sellers shall provide Buyer with such documents and other information as Buyer shall reasonably request to assure itself that the accounts of the Transferred Employees would be eligible rollover distributions. Each Transferred Employee who is a participant in the Sellers' Savings Plan shall be given the opportunity to receive a distribution of his or her account balance and shall be given the opportunity to elect to "roll over" such account balance (excluding loans) to Buyer's Savings Plan, subject to and in accordance with the provisions of such plan(s) and applicable Legal Requirements. Sellers shall provide Buyer with copies of such personnel and other records of Sellers pertaining to the Transferred Employees and such records of any agent or representative of Sellers pertaining to the Transferred Employees and such records of any agent or representative of Sellers, in each case pertaining to the Sellers' Savings Plan and as Buyer may reasonably request in order to administer and manage the accounts and assets rolled over to the Buyer's Savings Plan. (f) Nothing in this Agreement shall confer upon any Person who is not a party to this Agreement, including any Transferred Employee, any right to continued employment, any right to compensation or benefits, or any other right of any kind or nature whatsoever under this Agreement.

Transferred Employees. Effective (a) Section 5.14(a) of the Disclosure Schedule lists those employees of the Seller or its Affiliates whose primary work responsibilities are with the Business (as of updated through the Closing Date, Purchaser the “Business Employees”). At least 60 days prior to the end of the term of the Transition Services Agreement the Acquiror will notify the Seller in writing of those Business Employees that the Acquiror desires to make offers of employment effective at the end of the term of the Transition Services Agreement. Such offers of employment shall be effective upon the first day following the end of the term of the Transition Services Agreement (the “Employment Commencement Date”), and be conditioned upon each such Business Employee (A) accepting the offer within seven Business Days of receipt, and (B) meeting Acquiror’s reasonable employment requirements, including with respect to relocation, satisfactory results of background checks, drug tests, immigration verification and similar requirements (the “Acquiror Employment Requirements”). Seller will and will cause its Affiliates to cooperate with the Acquiror’s efforts to transition the Business Employees. Those Business Employees who meet the Acquiror’s Employment Requirements and accept the Acquiror’s offer of employment are referred to as “Transferred Employees”. The Acquiror shall provide that all Transferred Employees shall be eligible, as of the Employment Commencement Date, to commence participation in the employee benefit plans that the Acquiror offers to similarly situated employees of the Acquiror, including paid time off and severance programs without regard to any eligibility period, waiting period, evidence of insurability (other than with respect to supplemental life insurance benefits), medical certification requirements or one pre-existing condition limitations. Acquiror shall give each Transferred Employee credit for purposes of participation and vesting, but not benefit accrual, under and in accordance with the terms of Acquiror’s employee benefit plans for years served with the Seller (including any predecessor employer) prior to the Employment Commencement Date; provided that no such service credit shall be recognized for purposes of pension and retiree health benefits or in a manner that would result in a duplication of benefits. The Acquiror will waive any preexisting condition limitations and waiting periods under the employee welfare benefit plans of the Acquiror that provide healthcare and disability benefits in which the Transferred Employees are eligible to participate to the same extent that such limitations and waiting periods were waived or satisfied under the comparable plan of Seller. Any Business Employees who do not become Transferred Employees shall remain the sole responsibility of the Seller. (b) Seller and its Affiliates shall retain all liabilities and obligations for, and the responsibility for payment of, all covered medical, dental, life insurance, salary continuation, severance, disability and other welfare claims or expenses arising with respect to each Transferred Employee from events occurring prior to such Transferred Employee’s Employment Commencement Date, and neither Acquiror nor any of the Acquired Companies shall assume or be responsible for any liability or obligation with respect to such claims or expenses. For purposes of this Section, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability begins; in the case of a hospital stay, when the employee or covered dependent first enters the hospital, and in the case of severance, when the employee is notified of his or her termination of employment. Seller and its Affiliates shall be responsible for providing the continuation of group health coverage required by COBRA to any Transferred Employees whose “qualifying event,” within the meaning of Code §4980B(f), occurred at or prior to the Employment Commencement Date (and such Transferred Employees’ “qualified beneficiaries,” within the meaning of Code §4980B(f)). Seller and its Affiliates shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims of any current or former employee of the Acquired Companies or their Affiliates incurred prior to the Employment Commencement Date. (c) Nothing herein is intended to limit the right of Acquiror, Acquiror’s Affiliates, or the Acquired Companies (i) to terminate the employment or services of any employee or independent contractor at any time, (ii) to change or modify any incentive compensation or employee benefit plan or agreement at any time and in any manner, or (iii) to change or modify the terms or conditions of employment or service for any of their employees or independent contractors. Nothing in this Agreement shall be construed (A) to confer on any Person (including but not limited to Business Employees and current and former employees and independent contractors of Seller, the Acquired Companies or their Affiliates), other than the Parties, their successors and permitted assigns, any benefit under or right to enforce the provisions of this Section 5.14, (B) to cause any Person (including Business Employees and current and former employees and independent contractors of Seller, Acquired Companies or their Affiliates) to be a third-party beneficiary of this Agreement, or (C) as an amendment or waiver of any Employee Benefit Plan. (d) Neither Seller nor any of its Affiliates shall make an offer any written or oral communications, other than in the ordinary course of employment Seller’s business, to each Applicable Employee. Notwithstanding anything herein any Business Employees pertaining to compensation or benefit matters relating to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms period of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee time after the Closing Date, subject to Employment Commencement Date without the terms and conditions prior written consent of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursAcquiror.

Transferred Employees. Effective As of the Closing Date, Buyer shall offer employment to those Business Employees actively employed as of the Closing Date, Purchaser or one and Seller shall take all steps necessary to terminate the employment of its Affiliates shall make an each such Business Employee who accepts such offer of employment. The Business Employees who accept Buyer’s offer of employment and who become employed by Buyer shall be referred to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable “Transferred Employees.” Any Business Employee or as required by the terms of an Assumed Planthat, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, is on short-term or long-term disability leave shall be made offered employment by Buyer if he or she presents herself for work in accordance with the applicable terms and conditions policies of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary Seller within 90 days of the Closing Date. At such time, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Business Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser confer upon any Transferred Employee any right with respect to continued employment with Buyer, nor shall anything herein limit or any of its Affiliates from terminating interfere with Buyer’s right to terminate the employment of any Transferred Employee at any time (subject to applicable law), with or without cause or notice, or restrict Buyer in the exercise of independent business judgment in modifying any terms or conditions of employment of the Transferred Employees on and after the Closing Date, subject . Prior to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates Seller shall take all actions necessary such that to vest each Transferred Employees Employee in their benefits under Seller Employee Benefit Plans and shall be credited for their actual make all employee and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates employer contributions to Seller Employee Benefit Plans in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)currently participate, in any for all periods of employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately service prior to the Closing Date for all Transferred Employees. The Transferred Employees shall participate in the employee benefit plans established and maintained by Parent and its Subsidiaries from time to credit time, and the Transferred Employees shall receive full credit, including for such purposes of eligibility and vesting, for their prior periods of service with Seller, SMG LLP or their Subsidiaries. Buyer and Parent shall (i) waive (with respect to the Transferred Employees) any limitations as to preexisting conditions and any exclusions and waiting periods with respect to participation in and coverage under any similar Parent’s employee benefit plans, programs or arrangements of and (ii) recognize and credit any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied copayments and deductibles paid by such Transferred Employees prior to Closing for purposes of satisfying any applicable copayment or deductible requirements under a Parent Employee Benefit Plan as of Parent’s employee benefit plans for the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the same plan year in which the Closing Date occursyear(s).

Transferred Employees. Effective as of (a) Prior to the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement effective as of the Closing Date, shall be made in accordance with the applicable terms and conditions Date to each of the UAW Collective Bargaining Agreement individuals identified on Section 6.13(a) of the Schedule of Exceptions (each, an “Offer Recipient”) and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each each Offer Recipient who has accepted such offer of employment and who has become an employee of Purchaser shall be referred to an Applicable Employee who is not covered by herein as a “Transferred Employee”. Each such offer of employment shall be on terms substantially similar to the UAW Collective Bargaining terms of employment between the Offer Recipient and Seller, as such terms existed on the date hereof, provided, however, that such Offer Recipient’s offer of employment shall be conditioned on execution of Purchaser’s form of Proprietary Information and Inventions Agreement. (b) Notwithstanding anything in this Agreement shall provideto the contrary, until at least the first anniversary of on and after the Closing Date, for (i) base salary or hourly wage rates initially Purchaser may, at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Datetime, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee with Purchaser, or change the terms of any Transferred Employee’s employment with Purchaser (including his or her salary or wages or any employee benefits he or she is receiving), except as otherwise provided in any employment agreement between Purchaser and such Transferred Employee. (c) On the Closing Date, Seller shall take such action as is necessary so that each Offer Recipient shall cease being a Business Employee and so that each Transferred Employee shall cease participation in any Business Employee Plan, and in accordance with the Noncompetition and Nonsolicitation Agreements, Seller shall not solicit on or after the Closing Date any Business Employee who was an Offer Recipient. On and after the Closing Date, subject to Seller and its Affiliates, including all ERISA Affiliates, shall retain all Liabilities for claims incurred and any other matters occurring under the terms Business Employee Plans and conditions of the UAW Collective Bargaining AgreementEmployee Agreements. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of On the Closing Date, Purchaser further agrees and acknowledges that it Seller shall provide to pay each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement amount of any accrued but unused vacation time (including flexible time off and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary sick pay) as of the Closing Date, severance benefits that are not less favorable than the severance benefits Date to which such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing entitled pursuant to the same extent as such Transferred Employee was entitled as vacation policy of Seller immediately prior to the Closing Date Date. Seller shall retain any obligations for severance pay or other obligation of Seller that Seller must pay or satisfy due to credit for such service under any similar employee benefit plans, programs or arrangements Seller’s termination of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service all Offer Recipients’ employment with Seller in connection with their termination. Purchaser shall not operate to duplicate any benefit to any such Transferred Employee or the funding (and shall cause each of its Subsidiaries and Affiliates not to), for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as period of twelve months following the Closing Date, hire (whether as an employee, contractor, consultant or otherwise), or make any offer to so hire, any Offer Recipient who does not become a Transferred Employee unless Purchaser (i) provides prior written notice to Seller of its intention to so hire, or offer to hire, any such individual, and credit shall be provided for (ii) in connection with the actual hiring of any deductible or out-of-pocket amounts such individual, pays to Seller an amount equal to the amount of severance paid by Seller to such individual in connection with his or her termination. (d) No provision of this Section 6.13 shall create any third party beneficiary or other rights in any Offer Recipient, Transferred Employee during or former employee of Seller or any of their respective Affiliates (including any beneficiary or dependent of an Offer Recipient, Transferred Employee or any such former employee), including rights in respect of continued employment (or resumed employment) with Purchaser, or any pay or benefits provided under any Purchaser employee benefit plan, policy program or arrangement. (e) For a period of 30 days following the plan year in which Closing, at the Closing Date occursreasonable request of Purchaser, Seller shall inform Purchaser of the number of employees terminated at any of Seller’s business locations.

Transferred Employees. Effective (a) Purchaser shall hire each Branch Employee of Seller on and as of the Closing Date. On and after the Closing Date, each Branch Employee employed by Seller, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates Affiliates, shall make an offer be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Seller shall cease as of the Closing Date. Subject to the provisions of this Section 8.7, Transferred Employees shall be made subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. For a period of four years following the Closing Date, neither BCP nor Seller shall, directly or through an affiliate or entity or otherwise, hire any Transferred Employee for employment in the United States. (b) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Except as otherwise specifically provided herein, from and after the Closing Date, each Transferred Employee shall be provided employee benefits and compensation opportunities that are substantially equivalent to those provided to similarly situated employees of the Purchaser in accordance with the terms of Purchaser’s employee benefit plans commencing on the Closing Date. Without limiting the generality of the foregoing, Purchaser shall provide each Transferred Employee with credit for such Transferred Employee’s period of service as recognized by Seller immediately prior to the Closing Date (including any service credited from predecessors by merger or acquisition to Seller) with respect to all of Purchaser’s employee benefit plans, practices and policies (but not for accrual of benefits under any defined benefit pension plan or post-retirement welfare benefit plan of the Purchaser), provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits and provided that such credit for prior service with Seller will not be provided with respect to the Purchaser’s employee stock ownership plan. (ii) Each Transferred Employee shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, on and after the Closing Date. Purchaser shall not apply any pre-existing conditions, waiting periods, or other similar limitations to the Transferred Employees, except the extent that any of the same is applicable to the employees of Purchaser. (c) Except as provided in this Section 8.7, Seller shall remain solely responsible for any and all liabilities and obligations arising under the employee benefit plans (or associated assets and liabilities) of Seller and its Affiliates with respect to service of the Transferred Employees prior to the Closing Date, and Purchaser shall not assume or otherwise acquire any of the employee benefit plans of Seller and its Affiliates. Seller shall pay, discharge, and be responsible for (i) all salary and wages arising out of employment of each Transferred Employee through the Closing Date , and (ii) any employee benefits (including, but not limited to, accrued vacation) arising under Seller’s employee benefit plans and employee programs prior to the Closing Date, including (x) benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and (y) severance, if any, payable to any Branch Employee solely as a result of the cessation of such Branch Employee’s employment with Seller and its Affiliates pursuant to and in accordance with the terms and conditions of the UAW Collective Bargaining Agreement severance plan of Seller and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal its Affiliates applicable to such Applicable Employee’s base salary or hourly wage rate in effect Branch Employee as of immediately prior to the Closing Date Date. From and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject Purchaser shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the terms employment of each Transferred Employee by Purchaser from and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of after the Closing Date, including, without limitation, all claims under Purchaser’s welfare benefits plans incurred after the Closing Date. Claims are incurred as of the date services are provided or disability payments are accrued, notwithstanding when the injury or illness may have occurred. Seller shall be responsible for all retiree medical claims and benefits under Seller’s retiree medical plans or programs with respect to the Transferred Employees and any former Branch Employees, such that the Purchaser further agrees and acknowledges that it shall provide have no liability with respect to each Transferred any retiree medical plan maintained by Seller. (d) Nothing in this Agreement shall be construed to grant any Branch Employee who is a right to continued employment by, or to receive any payments or benefits from, Purchaser or Seller or their respective Affiliates or through any employee benefit plan. This Agreement shall not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by limit Purchaser’s or Purchaser’s Affiliate’s ability or right to amend or terminate any benefit or compensation plan or program of Purchaser or its Affiliates on and nothing contained herein shall be construed as an amendment to or prior modification of any such plan. This Section 8.7 shall be binding upon and inure solely to the first anniversary benefit of the Closing Dateeach party to this Agreement, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on and nothing in this Section 4.10 8.7, express or implied, is intended to confer upon any other person, including, any current or former director, officer or employee of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Seller or any of its Affiliates Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7. (e) Seller shall adopt appropriate retention incentives for critical employees, which incentives shall be designed to encourage such employees to remain in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as employ of immediately prior to Seller through the Closing Date and/or the data processing conversion date. Upon written request by Purchaser, Seller shall provide documentation related to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate retention incentives to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursPurchaser.

Transferred Employees. Effective (a) As soon as reasonably practicable and in any event within thirty (30) days of the date hereof, Seller shall deliver to Purchaser a true and complete list of all Branch Employees by name, date of hire and position, as of the date hereof Seller shall not release any other personnel information without having first obtained the written consent of the respective Branch Employee. Purchaser may, at its discretion, interview any and all Branch Employees. Purchaser shall make employment available to all Branch Employees on the Closing Date upon the terms and conditions described below. On and after the Closing Date, Branch Employees employed by Purchaser shall be defined as "Transferred Employees" for purposes of this Agreement. Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the employment terms, conditions and rules applicable to other employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee. (b) Purchaser may interview Branch Employees during normal working hours. Purchaser shall be solely responsible for any activity in connection with interviewing Branch Employees. Purchaser shall indemnify and hold Seller harmless from and against any claim, liability, loss, costs or expenses, including reasonable attorneys' fees, resulting or arising from Purchaser's acts or omissions in connection with such interviews. (c) Subject to the conditions set forth in Section 4.13 of this Agreement relating to employee training and orientation, Seller agrees that Purchaser shall have the right to conduct orientation sessions with Branch Employees as soon as reasonably practicable and in any event within 30 days after execution of this Agreement. The orientation sessions may include personal appearances by Purchase's senior management and will cover subject such as Purchaser's Compensation and Benefits Programs, including a Business Retention and Sales Incentive Program specifically designed for Branch Employees who become Transferred Employees on the date after the Closing Date. (d) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Base salary shall be at least equivalent to the rate of base salary paid by Seller to such Transferred Employee as of the close of business on the day prior to the Closing Date. (ii) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Purchaser. Purchaser shall provide each Transferred Employees with credit for such Transferred Employee's period of service with Seller (including any service credited from predecessors by merger or acquisition to Seller) towards the calculation of eligibility and vesting for such purposes as vacation, severance and other benefits and participation and vesting in Purchaser's qualified pension and/or profit sharing 401(k) plans, as such plans may exist (but, except as set forth in (v) below and for vacation, not for purposes of benefit accruals, including, without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to any period prior to the Closing Date). (iii) Each Transferred Employee shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, on and after the Closing Date, and, subject to insurance company approval, any pre-existing conditions provisions of such plans shall be waived with respect to any such Transferred Employees; provided, however, that if Purchaser's relevant health or disability insurance policy or plan has a pre-existing condition limitation and a Transferred Employee's condition is being excluded (as a pre-existing condition) under Seller's plan as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment may treat such condition as a pre-existing condition for the period such condition would have been treated as a pre-existing condition under Seller's plan. (iv) With respect to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Dateon short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that Purchaser's plans and policies and applicable law, each Transferred Employee on such leave shall receive the intent salary and vacation benefits in effect when he or she went on leave, shall otherwise be treated as a Transferred Employee, and, to the extent practicable, shall be offered by the Purchaser the same or a substantially equivalent position to his or her position with Seller prior to having gone on leave. (v) Purchaser shall be responsible for all severance obligations arising out of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser the termination of any Applicable Employee subject to Transferred Employee's employment after the UAW Collective Bargaining Agreement. Except Closing Date in accordance with Purchaser's severance plan, policies and procedures with credit for Applicable Employees the period of years of credited service with non- standard individual agreements providing for severance Seller towards the calculation of benefits; provided, until at least however, if, before the first one year anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each any Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose experiences a reduction in base salary, a worksite relocation of more than 30 miles or a termination of employment is involuntarily terminated by Purchaser or its Affiliates on or prior for any reason other than cause (as defined by Purchaser's personnel policies and procedures), such Transferred Employee shall be entitled to severance pay in an amount at least equivalent to the first anniversary of severance pay the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 Seller's severance plan had such employee been eligible for payments under such plan. (e) Except as provided herein, Seller shall pay, discharge, and be responsible for (i) all salary and wages arising out of employment of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after through the Closing that is Date, and (ii) any employee benefits (including, but not an Assumed Plan)limited to, in any accrued vacation) arising under Seller's employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately and employee programs prior to the Closing Date (but not including medical benefits, if any, to credit for such service under any similar employee benefit plansTransferred Employees who retire after the Closing Date), programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate including benefits with respect to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions claims incurred prior to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser shall pay, discharge, and credit be responsible for all salary, wages, and benefits arising out of or relating to the employment of the Transferred Employees by Purchaser from and after the Closing Date, including, without limitation, all claims for welfare benefits plans incurred after the Closing Date. Claims are incurred as of the date services are provided or disability payments are accrued, notwithstanding when the injury or illness may have occurred. (f) To the extent permitted under Purchaser's 401(k) plan, Seller and Purchaser shall be provided cooperate in arranging for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which transfer to Purchaser's 401(k) plan, as soon as practicable after the Closing Date occursand in a manner that satisfies sections 414(l) and 411(d)(6) of the Code, of those accounts held under Seller's 401(k) plan on behalf of Transferred Employees, subject to receipt of any necessary consents and approvals of the Transferred Employees.

Transferred Employees. Effective Prior to ---------------- --------------------- the Closing Date, Buyer shall provide Primestar with a list of employees of the Sellers to whom Buyer proposes to offer employment effective as of the Closing Date ("Potential Transferred Employees"). With respect to each Potential Transferred Employee who accepts employment with Buyer as of the Closing Date or Transition Employee who accepts employment with Buyer during his or her Transition Period (each a "Transferred Employee" and, collectively "Transferred Employees"), Buyer shall provide such employee with: (i) vacation and sick leave to the extent accrued, unused and reflected in Working Capital Liabilities as of the Closing Date, Purchaser or one of its Affiliates shall make an offer (ii) past service credit for eligibility and vesting purposes under the Buyer's employee welfare benefit plans and 401(k) plan for their period of employment to each Applicable Employee. Notwithstanding anything herein to on record with the contrary Sellers and except as provided in an individual employment Contract with any Applicable Employee or as required by (iii) past service credit for vesting only under the terms of an Assumed Buyer's "Non- Bargaining Retirement Plan, offers " for their period of employment on record with the Sellers; provided, that such service recognition does not result in any -------- duplication of benefits. Each Transferred Employee who completes one year of employment during which the Transferred Employee completed 1,000 hours of service with Buyer shall accrue a benefit under the Buyer's "Non-Bargaining Retirement Plan" with respect to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, such year. Each such Transferred Employee shall be made credited, in accordance with the applicable terms and conditions of the UAW Collective Buyer's "Non-Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974Retirement Plan", as amended. Each offer only with his or her period of employment to an Applicable Employee with the Buyer for eligibility for early retirement subsidies under such plan. Past service credit for employment with the Sellers shall not be granted for purposes of benefit accrual and early retirement subsidies. Individuals who is not covered by terminate their employment with the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately Sellers prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment subsequently hired by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits Buyer shall not be subject entitled to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees past service recognition under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.this Section 9.8. -----------

Transferred Employees. Effective as of the Closing Date, Purchaser or one The Company will terminate all of its Affiliates shall make an offer employees (except for those Persons listed on Schedule 5.5 hereto) including, upon their return from leave, those employees on short-or long-term disability, family leave or any other authorized leave of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Planabsence, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date ("Terminated Employees"). The Purchaser will offer employment, immediately after the Closing, to all Terminated Employees, upon terms and conditions acceptable to Purchaser, including but not limited to a requirement that any new employee of the Purchaser agree to be subject to the terms of employment set forth in the Purchaser's employee handbook and agrees to execute a confidentiality and non-disclosure agreement in favor of Purchaser. Those Terminated Employees that accept Purchaser's offer of employment shall be collectively referred to herein as the "Transferred Employees." In connection with the employment of the Transferred Employees, the Purchaser will (i) assume all employee liabilities accrued on the Closing Balance Sheet in respect of such Transferred Employees for payroll, payroll taxes and employee vacation benefits, and (ii) employee pension and welfare benefitsbe responsible for any liability for severance benefits under the Purchaser's severance policy, Contracts and arrangements that are not less favorable in if any, which may become due to Transferred Employees whose employment by Purchaser is terminated after the aggregate than those listed on Section 4.10 of Closing Date by the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPPurchaser. For the avoidance purposes only of doubt, each Applicable Employee on layoff status, leave status or calculating severance payments which may become due with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become respect to a “Transferred Employee.” To the extent such offer , a Transferred Employee's length of employment by Purchaser or its Affiliates is not acceptedshall be deemed to include such Transferred Employee's length of employment by the Company. Notwithstanding the foregoing, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing nothing in this Section 6.17(a) shall prohibit 5.5 is intended to obligate the Purchaser or any of its Affiliates from terminating to continue the employment of any Transferred Employee after for any period following the Closing DateClosing, subject to restrict in any way the Purchaser's rights to modify the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is any Transferred Employee's employment or to provide a seamless transition from Sellers to Purchaser of bestow upon any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of any rights as a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthird party beneficiary hereof.

Transferred Employees. (i) Except as set forth on Schedule 4.3, Programmer shall offer employment to each Station Employee (as defined in the Purchase Agreement) who is employed immediately prior to the LMA Effective as Time and who is not on authorized leave of absence, sick leave, short or long term disability leave, military leave or layoff with recall rights. For the Closing Datepurposes hereof, Purchaser or one of its Affiliates shall make an all Station Employees who accept Programmer's offer of employment are hereinafter referred to each Applicable Employeecollectively as the "Transferred Employees," and the "Employment Commencement Date" as referred to herein shall mean the LMA Effective Time. Notwithstanding anything herein to Programmer shall employ at-will those Transferred Employees who do not have employment agreements with Licensee at the contrary and except same monetary compensation as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights such employees are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable currently earning. The initial terms and conditions of employment for those Transferred Employees who have employment agreements, including account executive agreements and bonus term sheets, with the UAW Collective Bargaining Agreement Licensee shall be dictated by such employment agreements. Programmer may modify, alter or terminate any of the terms and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer conditions of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser or any of its Affiliates prevent Programmer from terminating the employment of any Transferred Employee at any time after the Closing DateLMA Effective Time. (ii) Except as otherwise expressly provided herein or in the Purchase Agreement, Programmer shall not assume any claims, liabilities, or obligations of Seller as an employer incurred prior to the Effective Time, including liabilities for wages, supplemental unemployment benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to the Employee Benefit Plans (as defined in the Purchase Agreement). (iii) To the extent permitted under Programmer's plans and subject to the terms requirements of Programmer's plan administrator, (i) Programmer shall cause all Transferred Employees to be eligible to participate in its "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and conditions its "defined contribution plans" (as defined in Section 414(i) of the UAW Collective Bargaining Agreement. It Code) to the extent Programmer's similarly-situated employees are generally eligible to participate, (ii) all Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after the Employment Commencement Date (and shall not be excluded from coverage under any employee welfare benefit plan that is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser group health plan on account of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefitspre-existing condition, until at least the first anniversary of the Closing Dateas long as such condition was covered under Programmer's group health plan), Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, (iii) for purposes of eligibilityany length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such employee welfare benefit plans (including any severance plans or policies) and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in contribution plans for which Transferred Employees may commence participation be eligible after the Closing that is not an Assumed PlanCommencement Date, Programmer shall ensure, to the extent permitted by applicable Law (including, without limitation, ERISA and the Code), in any employee benefit that service with Licensee (as shown on Schedule 3.14(a) to the Purchase Agreement) shall be deemed to have been service with Programmer, (iv) Programmer shall cause its defined contribution plans (excluding equity compensation plans or programs) covering to accept rollover contributions from the Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers account balances distributed to them by the Licensee's 401(k) plan or any Affiliate 401(k) plan of Sellers; providedLicensee's Affiliates, however, that such crediting of service and (v) Programmer shall not operate to duplicate any benefit to allow any such Transferred Employee or the funding for Employee's outstanding plan loan to be rolled into Programmer's defined contribution plans. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such benefitparty by applicable Law in connection therewith. Such benefits Programmer also shall not be subject to any exclusion for any pre-existing conditions ensure, to the extent such conditions were satisfied permitted by such applicable Law (including, without limitation, ERISA and the Code) and/or Programmer's plans, that Transferred Employees receive credit under any welfare benefit plan of Programmer for any deductibles or co-payments paid by Transferred Employees and their spouses and dependents for the current plan year under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid plan maintained by such Transferred Employee during the plan year in which the Closing Date occursLicensee.

Transferred Employees. Effective as (a) Not less than ten (10) days prior to the earlier to occur of the Non-License Closing Date or the Closing Date, Purchaser or one Seller shall provide a list to Buyer of its Affiliates shall make an offer all employees of employment to each Applicable Employeethe Stations. Notwithstanding anything herein Prior to the contrary and except as provided in an individual employment Contract with any Applicable Employee earlier to occur of the Non-License Closing Date or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Buyer shall be made in accordance with the applicable terms and conditions offer employment as of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment earlier to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary occur of the Non-License Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to Date and the Closing Date to all such employees of the Stations at the same salary or wage rate (as applicable), and (ii) place of employment, as held by each such employee pension immediately prior thereto, and welfare benefits, Contracts and arrangements that are not with benefits no less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Scheduleprovided by Buyer and Buyer's Affiliates to their similarly situated employees (subject, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For cases, to the avoidance provisions of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts any employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employeeagreements that are Station Contracts).” (b) To the extent such offer of employees accept employment by Purchaser or its Affiliates is not acceptedwith Buyer (collectively, Sellers shall"TRANSFERRED EMPLOYEES"), such Transferred Employees will be included in Buyer's employee benefit plans and will be subject to Buyer's employment policies, as soon as practicable following generally applicable to Buyer's employees who are similarly situated. Buyer agrees that Transferred Employees shall be credited under all of Buyer's applicable employee benefit plans covering such employees with their service at the Station for purposes of determining any period of eligibility to participate or to vest in benefits to the same extent such service was counted under the Benefit Plans of Seller. After the earlier to occur of the Non-License Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after Date and the Closing Date, subject to applicable laws, Buyer shall have the right, at any time thereafter, to dismiss any or all Transferred Employees at any time thereafter, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefit plans, policies or arrangements, provided to them). Buyer further agrees that all amounts credited under the UAW Collective Bargaining Agreement. It is understood Seller's health plans for purposes of limits on co-payments, deductibles and out of pocket expenses during the calendar year that includes the intent of this Section 6.17(a) is Closing Date shall be credited under the Buyer's corresponding health plans or policies, and no pre-existing condition limitation shall apply to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject Transferred Employees under such health plans or policies, except to the UAW Collective Bargaining Agreement. Except extent required by the plans. (c) Buyer and Seller agree that, pursuant to the "Alternative Procedure" provided in section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Buyer and Seller will report on a predecessor/successor basis as set forth therein, (ii) Seller will be relieved from filing a Form W-2 with respect to any Transferred Employee of Seller who accepts employment with Buyer and (iii) Buyer will undertake to file (or cause to be filed) a Form W-2 for Applicable Employees with non- standard individual agreements providing each such Transferred Employee for severance benefits, until at least the first anniversary of year that includes the Non-License Closing Date or the Closing Date, Purchaser further as applicable (including the portion of such year that such employee was employed by Seller). Seller agrees to provide Buyer with all payroll and acknowledges that it shall provide employment-related information with respect to each Transferred Employee of Seller who is not covered by the UAW Collective Bargaining Agreement accepts employment with Buyer. (d) Buyer shall assume all accrued and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursunused vacation.

Transferred Employees. Effective (a) Promptly following the date hereof, the Seller shall notify each Seller Transferred Employee and the applicable labor union of the sale of the Business to Buyer and the transfer of the employment of the Seller Transferred Employees to Buyer, by way of termination of employment with the Seller and rehire by Buyer, as of the Closing Date, Purchaser (or one of its Affiliates shall make an offer of employment such later date with respect to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Seller Transferred Employees whose employment rights who are subject to the UAW Collective Bargaining Agreement on leave from active work as of the Closing Dateor whose prior notice period of termination to which they are entitled has not lapsed), shall be made in accordance through continuity of their seniority (“vetek”) and on employment terms at least as favorable to such Seller Transferred Employees as their employment terms with the applicable terms Seller immediately prior to Closing. Seller shall, in full and conditions of prior coordination, with the UAW Collective Bargaining Agreement Buyer and Purchaser’s obligations under in connection with the Labor Management Relations Act of 1974, as amended. Each offer transfer of employment to an Applicable Buyer, complete the consultation process required by applicable Law with the representative labor union. Without derogating from the provisions of Section 8.1 above, the Seller will continuously and as promptly as practicable update the Buyer with respect to its discussions with such labor union. Upon prior coordination between Seller and Buyer, Buyer shall provide the Seller Transferred Employees appropriate offers of employment, consistent with the terms of this Section 8.7 (“Buyer’s Employment Offer”). (b) Upon Closing or if Seller deems practicable in its discretion, prior to Closing, the Seller shall terminate the employment or engagement of all of the Seller Transferred Employees, without any liability to the Buyer. The Seller shall be responsible to deliver termination letters to all such Seller Transferred Employees and to properly settle all accounts with them as of the termination of their respective employment upon expiration of the applicable notice period, and use commercially reasonable efforts to have them sign waiver and release letters in the form attached hereto as Exhibit L. The notice period applicable to each Seller Transferred Employee who shall be the period specified in each such Seller Transferred Employee’s employment agreement. In the event that the Closing shall take place prior to the lapse of any or all of the aforementioned notice periods to which the Seller Transferred Employees are entitled, then, Seller shall continue to employ such Seller Transferred Employees until the lapse of the applicable notice period, and the Transferred Employees shall be considered as if they were outsourced to Buyer, and Buyer shall reimburse Seller, in cash, for the full “Employer’s Cost” in connection with such Seller Transferred Employees payable by Seller to the Seller Transferred Employees during such period, plus VAT against a tax invoice (each Seller Transferred Employee’s “Employer’s Cost” shall be as set forth in his or her last pay-slip prior to Closing. Seller shall use commercially reasonable efforts to assist Buyer with its efforts to convince the Seller Transferred Employees to agree to the assignment of their employment to Buyer. (c) The Seller Transferred Employees are transferred through continuance of their seniority (“vetek”). Without derogating from the forgoing, all Seller’s obligations and covenants under collective bargaining agreements to which Seller is not covered a party shall be assigned to Buyer upon Closing as part of the Assumed Contracts, and all benefits that such Seller Transferred Employees may be eligible to receive pursuant to such collective bargaining agreements or applicable Law shall be assumed by Buyer. Buyer undertakes that as of the UAW Collective Bargaining Agreement shall provide, Closing and until at least the first anniversary thereof, it shall not, and shall cause any Affiliate thereof not to, terminate more than 10% of the Closing DateSeller Transferred Employees. (d) Upon the transfer of the Seller Transferred Employees to the Buyer, for the Seller shall assign and transfer to Buyer all its rights in all severance funds or insurance policies with respect to the Seller Transferred Employees (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect “Severance Fund”), and, as of immediately prior such date (or at such later date, subject to applicable law), such Severance Funds shall be deemed Purchased Assets hereunder. To the Closing Date extent the recordation of such assignment and (ii) employee pension transfer is not completed by the Closing, then the Parties shall cooperate and welfare benefits, Contracts take such further actions as are reasonably necessary to record such assignment and arrangements that are not less favorable in transfer as soon as reasonably practicable after the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPClosing. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or event that any of its Affiliates from terminating the employment of any Seller Transferred Employee ceases to be employed by Buyer after the Closing DateClosing, subject Buyer shall be solely responsible for any severance or other payments due to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Seller Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary as a result of the Closing Datesuch termination of employment, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that if a Seller Transferred Employee is terminated prior to the assignment of the Severance Funds and applicable law requires the release of any amounts out of the Severance Funds to such crediting Seller Transferred Employee, the Seller will, upon request by Buyer, cooperate with the Buyer and release such amounts to the Seller Transferred Employee as required by applicable Law. (e) The Seller will cooperate with the Buyer’s efforts in connection with the Buyer’s transition of service the Seller Transferred Employees, including by (i) providing all information reasonably requested by the Buyer in respect of such Seller Transferred Employees, and (ii) encouraging the Seller Transferred Employees to agree to work for the Buyer. The Seller shall not operate take any actions that are intended to duplicate dissuade any benefit to any such of the Seller Transferred Employee or Employees from becoming engaged with the funding for any such benefit. Such benefits Buyer following the Closing. (f) The Seller shall not be subject to any exclusion for any pre-existing conditions timely submit a request to the extent such conditions were satisfied by such ITA for the continuity of severance funds of the Transferred Employees under a Parent Employee Benefit Plan as of the Israeli Subsidiaries and the Seller Transferred Employees employed in Israel (retzef pitsuiim in Hebrew), in accordance with Income Tax Circular 6/2011 (A Transfer of Employees from an Employer to Employer and/or a Transfer of the Ownership of Provident Funds). Prior to Closing, the Seller shall have deposited all funds required to be deposited (i) in the Severance Funds with respect to the period prior to Closing, with respect to the Seller Transferred Employees; and (ii) with the Acquired Subsidiaries or employee’ funds, as applicable, on account of severance pay for the time period prior to Closing Datewith respect to Transferred Employees employed by the Acquired Subsidiaries. (g) Seller agrees to fund the payments set forth on Schedule 8.7(g) at its expense, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during prior to the plan year in which the Closing Date occursClosing.

Transferred Employees. Effective (i) All eligible welfare benefit claims incurred before, whether or not reported as of, a Transferred Employee’s date of hire with Purchaser will be the obligation of Seller’s (or any of its Affiliates’) health and welfare plans (“Seller’s Plans”) and will not be the obligation of Purchaser’s health and welfare plans (“Purchaser’s Plans”). All eligible welfare benefit claims incurred on or after a Transferred Employee’s date of hire with Purchaser will be the obligation of Purchaser and Purchaser’s Plans and will not be the obligation of Seller or any of its Affiliates (or any of their employee benefit programs or Plans). For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (1) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or date of accident giving rise to such benefits; (2) health, vision, dental and/or prescription drug benefits, on the date such services, materials or supplies were provided; and (3) long-term disability benefits, on the eligibility date determined by the plan administrator for the individual. (ii) To the extent Transferred Employees are covered under an employee benefit plan providing for COBRA continuation benefits, (1) Seller shall be responsible for the administration of and shall retain any and all obligations and liabilities for COBRA continuation coverage with respect to Transferred Employees and their dependents and beneficiaries for “qualifying events” occurring on or prior to the Closing Date or as a result of the transactions contemplated by this Agreement, and (2) Purchaser shall be responsible for all obligations and liabilities for COBRA continuation coverage for Transferred Employees and their dependents and beneficiaries with respect to “qualifying events” occurring after the Closing Date. Seller shall retain any and all obligations and liabilities for COBRA continuation coverage for all employees (and their dependents and beneficiaries) who are not Transferred Employees. (iii) On or before the Closing Date, Seller agrees to timely perform and discharge all applicable requirements under the WARN Act and similar state and local laws for the notification of employees and state and local governmental bodies arising as a result of the consummation of the transactions contemplated hereby. On and after the Closing Date, Purchaser will be responsible for performing and discharging all requirements under the WARN Act and similar state and local laws for the notification of Purchaser’s employees and state and local governmental bodies. Purchaser and Seller acknowledge that their respective obligations under this Section 14(b)(iii) may be affected by certain hiring or one termination decisions made by each of its Affiliates shall make an offer of employment them during the 90-day period prior to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of after the Closing Date. Accordingly, Purchaser and Seller agree to cooperate in good faith to provide sufficient information regarding their intentions to enable the other to discharge its obligations under this Section 14(b)(iii) in a timely manner. Purchaser and Seller further agree to provide sufficient information to each other to enable the identification of and timely notification to any employee to whom a notification obligation might attach. (iv) Seller shall be made in accordance responsible for the filing of Forms W-2 with the applicable terms Internal Revenue Service and conditions of the UAW Collective Bargaining Agreement any required filings with state tax authorities, with respect to wages and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment benefits paid to an Applicable each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary periods ending on or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date Date. Purchaser shall be responsible for the filing of Forms W-2 with the Internal Revenue Service and (ii) employee pension any required filings with state tax authorities, with respect to wages and welfare benefits, Contracts benefits paid to each Transferred Employee for periods from and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of after the Closing Date. (v) Purchaser shall cause a Purchaser Plan that is qualified under Section 401(a) of the Code to accept a rollover of (A) the cash portion of any “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) to any Transferred Employee from any of Seller’s (or its Affiliates’, shall continue in as applicable) Plans which are qualified under Section 401(a) of the Code, and (B) the portion of any such status and/or retain eligible rollover distribution that consists of a promissory note applicable to a loan from such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser Seller (or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Affiliates’) Plan to such Transferred Employee.” To the extent such offer (vi) No provision of employment by Purchaser this Agreement shall create any third party beneficiary rights in any Employee (including any beneficiary or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employeesdependent thereof). Nothing in this Section 6.17(a) contained herein shall prohibit prevent Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to or amending or terminating the terms and conditions of any benefit plan. (vii) Seller agrees to reimburse Purchaser for 50% of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or direct out-of-pocket amounts paid cost incurred by such Transferred Employee during the plan year in which Purchaser after the Closing Date occurswith respect to accrued vacation pay as of the Closing Date for Transferred Employees; it being understood that Seller shall have no payment obligation to the extent that any such accrued vacation days are used as additional vacation days by a Transferred Employee. Purchaser shall provide Seller with notice of such reimbursable expenses and reasonable proof thereof. Seller shall, within thirty (30) days of receipt of such notice and reasonable proof, either reimburse Purchaser at the agreed 50% rate or notify Seller to apply the dollar value of such reimbursable expense to reduce the next interest payment on the Purchase Note.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (ia) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as As of the Closing Date, and credit subject to Section 8.11(b), Buyer shall be provided for any deductible or out-of-pocket amounts paid by such Transferred cause the Company to continue to employ each Company Employee during the plan year in which who is not a Leave Recipient. (b) As of the Closing Date occursand subject to Section 8.01 of the Sellers Disclosure Schedule, Sellers shall caused to be transferred to a Seller or one of Sellers’ Affiliates the employment of each Company Employee who is receiving short-term disability benefits from Sellers or one of their Affiliates (each, a “Leave Recipient”). Prior to a Leave Recipient’s return to active work, Buyer shall, or shall cause one of its Affiliates to, make a written offer of employment to such Leave Recipient for the same position such Leave Recipient held prior to the Closing or a position that is substantially equivalent thereto effective as of such Leave Recipient’s return to active work upon or prior to the expiration date of such Leave Recipient’s eligibility for such short-term disability benefits. Each such Leave Recipient shall be deemed to have accepted such offer unless he or she affirmatively declines such offer. No later than five days following the Closing Date, Sellers will provide Buyer with a schedule setting forth the name, job title, annual salary, leave status and expected leave period for each Leave Recipient. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (c) Each Company Employee (which, for the avoidance of doubt, includes Leave Recipients) who continues or commences active employment with Buyer or one of its Affiliates (including, after the Closing, the Company), whether by operation of law or by the acceptance of an offer of employment, shall be a “Transferred Employee” as of the effective date of such commencement of active employment.

Transferred Employees. Effective (i) Prior to the Closing, Buyer will deliver, in writing, an offer of employment to each of the Business Employees, all of which, as of the date hereof, are set forth on Schedule 5.14(a)(i)(A) (which Schedule shall be modified (x) by Seller for Business Employees who have left employment or the replacement thereof or (y) by mutual agreement of the Parties at least ten business days prior to Closing to reflect changes in the Persons comprising the Business Employees between the date hereof and the date of such modification), who remain employed with Seller immediately prior to the Closing (collectively, the “Offered Employees”). Such offer will be contingent upon the Closing and upon the applicable Offered Employee passing Buyer’s standard drug screen, criminal background check and I-9 verification, and other pre-employment screenings and requirements as set forth on Schedule 5.14(a)(i)(B), with employment to commence immediately following the Closing (other than as provided under clause (ii) below). Buyer will hire each Offered Employee who passes such pre-employment screenings and requirements and accepts Buyer’s offer of employment by the Closing Date. Each such offer of employment will be for at least the same total cash compensation opportunity (including salary and bonus opportunity, but specifically excluding any deferred compensation, defined benefit pension rights, equity compensation, retention bonus and transaction-triggered compensation) with respect to the Business in effect on the date hereof or, to the extent adjusted in the Ordinary Course after the date hereof, immediately prior to the Closing. The Offered Employees who accept such offer by the Closing Date and are hired by Buyer are hereinafter referred to as the “Transferred Employees.” (ii) The Offered Employees shall include any Business Employee set forth on Schedule 5.14(a)(i)(A) (as modified (x) by Seller for Business Employees who have left employment or the replacement thereof or (y) by mutual agreement of the Parties at least ten business days prior to Closing) who is not actively at work on the Closing Date by reason of Extended Leave who expresses an intention to return and who has received clearance to return from such Extended Leave with or without a reasonable accommodation within 365 days following the date upon which such employee’s Extended Leave began or thereafter if there is a legal obligation on the part of Seller or Buyer to employ such Offered Employee upon his or her return from any such Extended Leave, in which case Buyer shall extend an offer of employment under the same terms and conditions as Transferred Employees to such Offered Employee to commence employment with Buyer as of the date such Offered Employee returns from such Extended Leave, rather than the Closing Date. Seller shall retain financial responsibility (A) for compensation and benefits to be provided to each Offered Employee on Extended Leave as of the Closing Date unless and until the date such Offered Employee becomes an employee of Buyer in accordance with this Section 5.14(a)(ii) and (B) for long-term disability coverage as and to the extent provided for in the applicable Business Benefit Plan, in accordance with the methodology set forth on Schedule 5.14(a)(ii), for each Offered Employee who (1) is on short-team or long-term disability leave as of the Closing Date, Purchaser (2) seeks long-term disability coverage and (3) has not returned from Extended Leave as described in the first sentence of this Section 5.14(a)(ii) or one of its Affiliates shall make an offer of employment otherwise reported to work with Buyer prior to seeking long-term disability coverage. (iii) Buyer will provide each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable salaried Transferred Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to is terminated by Buyer, other than a termination For Cause, during the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to one-year period following the Closing Date with severance payments and (ii) employee pension and welfare benefits, Contracts and arrangements severance benefits that are not no less favorable in than the aggregate than those listed on Section 4.10 severance payments and severance benefits to which such Transferred Employee would have been entitled with respect to such termination under the severance policies of the Sellers’ Disclosure Scheduleapplicable Seller as set forth on Schedule 5.14(a)(iii)(A); provided that, but not including with respect to any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer termination of employment by Purchaser Buyer (or its Affiliates is not accepted, Sellers shall, as soon as practicable any Affiliate of Buyer) during the one-year period following the Closing Date, terminate other than termination For Cause, of a Transferred Employee set forth on Schedule 5.14(a)(iii)(B), Buyer shall pay or cause to be paid, such amount as is equal to the greater of (x) the amount of severance payments otherwise required to be made pursuant to the severance policies set forth on Schedule 5.14(a)(iii)(A), and (y) such Transferred Employee’s annual salary as in effect on the Closing Date immediately prior to the Closing, multiplied by a fraction, the numerator of which is the number of days following the date of such termination remaining in the one-year period following the Closing Date and the denominator of which is 365 days. Buyer will provide each salaried Transferred Employee whose employment is terminated by Buyer, other than those terminated For Cause, as determined by Buyer, following the one-year period after the Closing Date with severance payments and severance benefits in accordance with the terms of all such Applicable Employeesthe Buyer Benefit Plans (with credit for service with Seller and its Affiliates). Nothing Buyer will provide each hourly Transferred Employee whose employment Buyer terminates, other than those terminated For Cause, during the one-year period following the Closing Date with a severance payment in an amount equal to the sum of (A) 20 hours of severance pay for each year of service up to and including 15 years of service and (B) 40 hours of severance pay per year of service for each year of service exceeding 15 years; provided that, with respect to each hourly Transferred Employee (x) the minimum amount payable is 40 hours of severance pay and (y) the maximum amount payable is 1,040 hours of severance pay. In no event will a Transferred Employee, salaried or hourly, who voluntarily quits or is terminated For Cause be entitled to any amount of severance pay, nor does this Section 6.17(aprovision require Buyer to provide severance pay or benefits for a termination of employment following the one-year period after the Closing Date in circumstances where similarly situated employees of Buyer would not be entitled to severance pay or benefits under the then-current Buyer Benefit Plan relating to severance. (iv) Prior to the Closing Date, Seller shall prohibit Purchaser or any of its Affiliates from provide written notice to, and consult with, Buyer prior to terminating the employment of any Transferred Business Employee after (other than For Cause) and, prior to Closing, Seller shall provide Buyer with a complete and correct list of all Business Employees who were terminated (by date and location and whether or not For Cause) within the ninety (90) day period immediately preceding the Closing Date. Subject to Seller’s compliance with the preceding sentence, Buyer confirms that it is responsible for all relevant employer obligations under applicable Laws including, in respect of Transferred Employees, any notices required under the WARN Act with respect to events occurring after Closing. (v) Seller is responsible for compliance with the continuation coverage requirements of and continuation rights under Section 4980B of the Code with respect to “M&A qualified beneficiaries” (as such term is defined in Section 4980B of the Code and the regulations thereunder). Buyer confirms that it is responsible for compliance with the continuation coverage requirements of Section 4980B of the Code with respect to Transferred Employees who experience a “qualifying event” (as such term is defined in Section 4980B of the Code and the regulations thereunder) which occurs after Closing. (vi) Immediately following the Closing, Buyer shall direct the Transferred Employees to erase (A) any data contained on any computer hardware, equipment, platform or peripherals of any kind or (B) any computer program, in each case, that is not used in the operation of the Business. (vii) Effective upon and subject to the terms Closing, Seller hereby releases all Transferred Employees from any confidentiality agreement previously entered into between Seller and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject such Transferred Employees, solely to the UAW Collective Bargaining Agreement. Except extent necessary for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least Buyer to operate the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except Business in the case of a defined benefit pension plan sponsored same manner as operated by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately Seller prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) Where applicable Law provides for the transfer of employment of any Business Employee upon a sale of the Business, the Acquiror and the Company shall take or cause to be taken such actions as are required under applicable Law to accomplish such transfer of employment of such Business Employee to the Acquiror or any of its Affiliates as a matter of Law as of the Closing DateClosing. Where applicable Law does not provide for the transfer of employment of any current Business Employee upon the sale of the Business to the Acquiror, Purchaser the Acquiror shall, or shall cause one of its Affiliates shall to, make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions provisions of this Article VI, to be effective as of the UAW Collective Bargaining Agreement Closing, to (i) all such Business Employees (except those Business Employees agreed by the parties) and Purchaser’s obligations under (ii) certain other individuals, to be agreed by the Labor Management Relations Act parties, who are not Business Employees but who are involved in both the Business and other businesses of 1974the Company and its Subsidiaries. Each (i) Business Employee whose employment transfers from the Company to the Acquiror or any of its Affiliates on the Closing by operation of Law, or who receives and accepts the offer of employment from the Acquiror or any of its Affiliates, and (ii) Transferred Entity Employee, is referred to herein as amendeda “Transferred Employee”). In connection with the Closing, the Company shall release all Transferred Employees from any covenants, agreements or policies that might restrict their employment by the Acquiror or its Affiliates. (b) Each offer of employment to any Union Employee shall provide for identical terms and conditions of employment to those provided to such Union Employee at the time of the Closing. Without limiting the foregoing, with respect to any Transferred Employee that is a Union Employee, Acquiror (or an Applicable Affiliate thereof) shall assume and be bound by and shall satisfy the terms of the Collective Bargaining Agreements, the terms of which shall govern the employment and benefits of such Transferred Employee who is not covered by until such time as the UAW Collective Bargaining Agreement expires or is modified as the result of Acquiror (or an Affiliate thereof) entering into a new, different or modified agreement with the applicable union. Acquiror shall provideprotect and otherwise hold harmless the Company from any allegations, until claims, grievances or proceedings relating to (A) any alleged non-compliance with terms of any Collective Bargaining Agreement relating to successors to the extent attributable to Acquiror’s failure to fulfill its obligations under this Section 6.1 or the relevant Collective Bargaining Agreement, (B) Acquiror’s obligation to assume and comply with any Collective Bargaining Agreement, or (C) Acquiror’s assumption of any Collective Bargaining Agreement. (c) Subject to the provisions of this Section 6.1(c) below, each offer of employment to any Business Employee that is not a Union Employee shall provide for terms and conditions of employment that are substantially equivalent in the aggregate to those provided to such Business Employee at the time of the Closing. Without limiting the foregoing, with respect to any Transferred Employee that is not a Union Employee, for the one (1) year period immediately following the Closing Date to the extent such Transferred Employee remains employed during such period, the Acquiror shall, or shall cause its Affiliates to, provide to each such Transferred Employee: (i) at least the first anniversary of the Closing Date, for (i) same annual base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of the date of this Agreement and at least the same bonus opportunities provided by the Company in respect of the fiscal year in which the Closing Date occurs and (ii) employee benefits (including, without limitation, perquisites, paid time off and severance benefits) that, in each case, are no less favorable than those employee benefits provided to such Transferred Employee immediately prior to the Closing Date and (ii) employee pension and welfare benefitsor, Contracts and arrangements that are not less if more favorable in the aggregate than aggregate, those listed on Section 4.10 employee benefits provided to similarly situated employees of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser Acquiror or its Affiliates is not accepted, Sellers shallAffiliates, as soon as practicable following applicable, except the Closing Date, terminate the employment of all such Applicable EmployeesAcquiror shall not be required to continue any equity award programs. Nothing in this Section 6.17(a6.1(c) shall prohibit Purchaser is intended to limit or any restrict the rights of the Acquiror or its Affiliates from terminating to terminate the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)a Union Employee at will, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, reason or no reason and credit shall be provided for any deductible with or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurswithout notice.

Transferred Employees. Effective (i) Subject to Section 5.2(e), except for the Southeast Asian Employees, who will not be offered employment with Buyer (or an Affiliate of Buyer) but rather will be offered employment with one or more Designated Purchaser third-party service providers (who are unaffiliated with Buyer), as set forth in Section 5.2(b) below, not later than twenty-eight (28) days from the date of this Agreement (the “Offer Deadline”) Buyer (or a Designated Purchaser that is an Affiliate of Buyer) shall make offers of employment to all Current Employees consistent with Section 5.2(a)(ii), including such individuals who are not actively at work on account of illness, disability or leave of absence (collectively, the “Asset Employees”). As between the Buying Parties and its Affiliates, on the one hand, and the Selling Parties and its Affiliates (including the Asset Sellers) on the other hand, unless otherwise mutually agreed by the Parties under the Transition Services Agreement, Xcerra and its Affiliates, as applicable, shall retain responsibility for short-term disability benefits for any individual receiving such benefits as of the Closing, and Xcerra and its Affiliates shall retain responsibility for long-term disability benefits for any individual receiving such benefits under a Seller Benefit Plan as of the Closing Dateand any other individual who becomes entitled to receive long-term disability benefits as a result of an illness or injury incurred prior to the Closing. Such offers of employment shall be effective as of, Purchaser and contingent upon, the Closing. The offers of employment for each such Asset Employee will supersede any prior agreements regarding the terms and conditions of employment between such Asset Employee and the applicable Asset Seller as in effect prior to the Closing, and, without limiting any application of such provisions and agreements otherwise provided by this Agreement or one any other document or instrument executed and delivered in connection herewith, the Asset Sellers, subject to Closing, hereby waive any and all non-competition provisions or agreements to the extent they would otherwise apply to the employment of any Asset Employee by Buyer, effective as of the date of any such hiring; provided, that in no event shall any obligation of any Asset Employee under any prior agreement with any Asset Seller with respect to any Intellectual Property existing prior to the termination of such Asset Employee’s employment with the applicable Asset Seller be superseded, except that (y) all Asset Employees shall be permitted to disclose to Buyer all information in their possession or otherwise known by them which is exclusively or primarily (1) related to any of the Harbor Electronics Business, (2) information or other Intellectual Property included in any of the Acquired Assets or the Acquired IP or (3) exclusively or primarily related to any of the Asset Sellers and (z) each Asset Employee shall be permitted to assign to Buyer or any of its Affiliates shall make an or designees any Intellectual Property invented, created, developed, authored, identified, conceived or otherwise created by such Asset Employee after the termination of such Asset Employee’s employment with the applicable Asset Seller, as well as any Intellectual Property protecting inventions reduced to practice after the termination of such Asset Employee’s employment with the applicable Asset Seller but conceived prior to termination of such employment if such inventions exclusively or primarily relate to any of the Harbor Electronics Business. Schedule 5.2(a)(i)(A) lists those Current Employees of Asset Sellers located in the Philippines, Malaysia and Singapore (collectively, the “Southeast Asian Employees”), including their name, location and the name of their employer, which Schedule may be updated prior to Closing. Schedule 5.2(a)(i)(B) lists those Current Employees of Asset Sellers located in the U.S. and China, including their name, location and the name of their employer, which Schedule may be updated prior to Closing and, as of the Closing, identifies such Asset Employees who accept Buyer’s offer of employment (such Asset Employees who accept Buyer’s offer of employment, collectively, the “U.S. & China Asset Employees”). The Selling Parties shall terminate (or cause the applicable Asset Seller to terminate) each Applicable Employee. Notwithstanding anything herein of the U.S. & China Asset Employees immediately prior to the contrary Closing. With respect to those U.S. & China Asset Employees located in China, the employment documentation to be delivered by Buyer or its Designated Purchasers at Closing shall include tri-partite transfer agreements by and except as provided between the applicable Asset Seller(s), the U.S. & China Asset Employees located in an individual employment Contract with any Applicable Employee or as required by China and the terms of an Assumed PlanBuying Parties’ Designated Purchasers in a form reasonably acceptable to Xcerra. (ii) Subject to Section 5.2(e), offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of for a period not less than twelve (12) months after the Closing Date, Buyer (or an Affiliate of Buyer) shall be made in accordance provide each U.S. & China Asset Employee and each EU Asset Employee with the applicable terms a position, and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate wages not less favorable than those in effect as of for such Transferred Employee immediately prior to the Closing and employee benefits, including Benefit Plans, substantially comparable in the aggregate to those provided by Xcerra or its Affiliates to each such employee in effect immediately prior to the Closing Date and (ii) but without regard to the employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment stock purchase plan offered by Purchaser Xcerra or its Affiliates is not acceptedto such employees) (such employment terms, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees“Comparable Employment Terms”). Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable All Benefit Plans listed on Section 4.10 of and programs established or maintained by Buyer shall recognize employment with the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of (or their respective Affiliates, predecessors) for purposes of eligibility, vesting and benefit accrual (except in the case computation, other than for purposes of benefit accruals under a defined benefit pension plan sponsored maintained by Purchaser Buyer or that would be duplicative of any of its Affiliates in which benefit otherwise provided to such Transferred Employees may commence participation after the Closing that is not an Assumed Plan)Employee, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to recognized by Xcerra and its Affiliates and the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Seller Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursPlans.

Transferred Employees. Effective as of (a) Prior to the Closing Date, Orhan shall, or shall cause each applicable Purchaser or one of its Affiliates shall make an acquiring the Purchased Assets to, offer of employment to each Applicable EmployeeBusiness Employee in each case, who: (i) is actively employed in the FPG Business on such date or is absent from employment due to vacation, holiday, or sickness other than short or long-term disability (the “Current Employees”); or (ii) (A) is absent from work due to short or long-term disability, workers compensation or other work-related injury schemes, military leave or other authorized leave of absence or lay off and (B) has the right to return to employment with the FPG Business following such absence or expiration of such leave under applicable Law or any applicable agreement (including any collective bargaining agreement) (the “Leave Employees” and, together with the Current Employees, the “Closing Date Employees”). Notwithstanding anything herein With regard to Business Employees located at Sellers’ Rochester Hills, Michigan, facility and those located at Sellers’ San Lxxx Potosi, Mexico, facility, only those individuals listed on Schedule 10.1 will be considered Closing Date Employees for purposes hereof. The Purchasers shall not be required under this Section 10.1 to offer employment to more than 83 Closing Date Employees located at Sellers’ Paris, Tennessee, facility. In addition, to the contrary and except as provided in an individual employment Contract with extent that any Applicable Employee or as Purchaser is required by applicable Law to employ or offer employment to any Business Employees, Orhan shall cause the terms of an Assumed Plan, applicable Purchaser to employ or offer employment to such Business Employees in the manner described in Schedule 10.4. All such offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the provisions of this Section 10.1 and, to the extent applicable, Schedule 10.4. Except as otherwise required by applicable Law or any applicable collective bargaining agreement, a Closing Date Employee, who is offered employment by Purchasers or one of their Affiliates, shall be deemed to have accepted such offer if he or she has presented himself or herself as available for active employment at his or her then applicable place of employment: (A) in the case of a Current Employee not absent from work on the Closing Date, on the first Business Day immediately following the Closing Date, or such subsequent date as Orhan in its sole discretion shall approve, or thereafter so long as such day is within 10 days following the Closing Date and, from such date and thru the tenth day following the Closing Date, such Current Employee continues to be actively at work, (B) in the case of a Current Employee who is absent from work on the Closing Date due to vacation, holiday, or sickness other than short or long-term disability, the first Business Day following the Closing Date that such Current Employee is scheduled to return to active employment, and (C) in case of a Leave Employee, on the first Business Day following the Closing Date that the Leave Employee is able to return to active employment, but in no event later than six months following the Closing Date. Each Closing Date Employee who accepts an offer of employment from such Purchaser (or one of their Affiliates), and each Closing Date Employee whose employment with such Purchaser continues by operation of law, shall be referred to herein as a “Transferred Employee.” Except as otherwise provided in Schedule 10.4, a Closing Date Employee whose employment does not continue by operation of law must accept Purchasers’ offer of employment within ten (10) days of such offer; otherwise said Closing Date Employee will be deemed never to have become a Transferred Employee. The applicable Asset Selling Entity will be responsible for those Current Employees and those Leave Employees who do not accept offers of employment from the applicable Purchaser. Sellers and their Affiliates shall have no responsibility for, and Orhan shall be responsible for and shall indemnify and hold Sellers and their Affiliates harmless from, all claims brought by Closing Date Employees relating to the payment of severance (including the reasonable actual out-of-pocket fees and expenses of counsel) or other liability whatsoever that arise as a result of Purchasers’ failure to make an offer of employment to such Closing Date Employees in accordance with the terms of this Section 10.1 or Purchasers’ failure to employ any such Closing Date Employee who accepts such employment. (b) Subject to any additional requirements specified in Schedule 10.4, each offer of employment extended to a Closing Date Employee (who is not represented by a union) by the applicable Purchaser pursuant to this Section 10.1 shall be at a base salary or wage at least equal to the base salary or wage paid to the Closing Date Employee, in the case of a Current Employee, immediately prior to the Closing Date and, in the case of a Leave Employee, immediately prior to the commencement of such Leave Employee’s absence from work, in each case unless a higher wage is otherwise required by law. During the 6-month period immediately following the Closing Date, the applicable Purchaser shall continue to provide each Transferred Employee, for so long as it continues to employ such Transferred Employee during such 6-month period, with an annual salary or hourly wage rate, as applicable, at least equal to the rate contained in such offer of employment to such Transferred Employee. (c) For Transferred Employees who are represented by a union or covered by any collective bargaining agreement with an Asset Selling Entity as of the date hereof or as of the Closing Date (“Union Transferred Employees”), Orhan shall, or shall cause the applicable Purchaser to, adopt such collective bargaining agreements and assume the collective bargaining obligations of each such Asset Selling Entity, provided that, with respect to the Archbold, Ohio facility, Orhan and the union shall bargain in good faith appropriate modifications to the terms of such collective bargaining agreement relating to benefit plans as would permit Orhan to establish, in lieu of the Seller employee benefit plans and arrangements specified in the collective bargaining agreements, plans sponsored solely by Orhan or the applicable Purchaser which provide substantially similar benefits to Union Transferred Employees as are provided under the plans specified in the collective bargaining agreement. Seller and Purchaser agree that the appropriate Asset Selling Entities will retain all liabilities under the Pension Plan For Dxxx Automotive Aftermarket Group Employees with respect to the Union Transferred Employees for benefits accrued prior to the Closing Date, and the Seller and Orhan agree that neither Orhan nor the applicable Purchaser shall provide benefits to the Union Transferred Employees under the Pension Plan For Dxxx Automotive Aftermarket Group Employees. For Union Transferred Employees and each group of Acquired Company Employees who are covered by a collective bargaining agreement between a union and an Acquired Company as of the date hereof or the Closing Date, Orhan agrees that such collective bargaining agreement shall remain in effect under its present terms until such time as the applicable Purchaser or Acquired Company may have a right to modify or terminate the collective bargaining agreement in accordance with its terms and conditions applicable Law. Subject to any additional requirements specified in Schedule 10.4, each offer of employment to a Closing Date Employee who is represented by a union shall be consistent with the UAW Collective Bargaining Agreement and applicable Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of this Section 10.1(c). (d) Effective on and after the Closing Date, Orhan accepts any and all obligations under the WARN Act, and any comparable state or local law or ordinance including any comparable laws of the Mexico, with respect to all Transferred Employees. (e) For the 6-month period immediately following the Closing Date, Orhan shall cause the applicable Purchaser to provide the Transferred Employees whose employment is not governed by the terms of a collective bargaining agreement (“Non-Union Transferred Employees”) and their respective eligible dependents, for so long as such Purchaser continues to employ such Transferred Employee during such 6-month period, with medical, dental, prescription drug and other welfare benefits (the “Purchaser Welfare Plans”) under any Purchaser Welfare Plans that are substantially similar to the benefits and eligibility provided to the Purchasers’ employees prior to Closing in comparable positions in comparable locations and, in the event there are no employees of Purchasers in comparable positions, benefits and eligibility that are substantially similar to the benefits provided to such Non-Union Transferred Employees immediately prior to the Closing Date. (i) base salary or hourly wage rates initially at least equal The Purchaser Welfare Plans shall (i) treat the Non-Union Transferred Employees and their respective eligible dependents as eligible to participate in the Purchaser Welfare Plans immediately upon the Closing Date to the same extent such Applicable Employee’s base salary or hourly wage rate in effect as of Non-Union Transferred Employees and their respective eligible dependents were eligible under the analogous Seller Benefit Plan immediately prior to the Closing Date and (ii) employee pension give to the Non-Union Transferred Employees and welfare benefitstheir respective eligible dependents credit under the Purchaser Welfare Plans for service with Sellers, Contracts the Acquired Companies, Sellers and arrangements that are not less favorable their respective Affiliates prior to the Closing Date to the extent such credit was given under the analogous Seller Employee Benefit Plans immediately prior to the Closing Date. Such credit for service shall be given for purposes of eligibility to participate, eligibility for benefits and satisfaction of any waiting periods under the Purchaser Welfare Plans. (ii) Each Non-Union Transferred Employee who was eligible under one of the Dxxx Defined Contribution Plans (as defined in Section 10.2(a) below) prior to the Closing Date shall be eligible to participate in the aggregate Purchaser Retirement Plans immediately upon the Closing Date. Each Non-Union Transferred Employee shall, except as provided below, be given credit under the Purchaser Defined Contribution Plans for all service prior to the Closing Date to the extent such credit was given under the analogous Dxxx Defined Contribution Plans immediately prior to the Closing Date. Such credit for service shall be given for purposes of eligibility to participate, vesting, eligibility for early retirement, and for all other purposes for which such service is either taken into account or recognized other than those listed on Section 4.10 for benefit accrual purposes. (g) Orhan agrees that (i) all accrued but unused vacation, personal days, floating holidays, sick pay and other leave or paid time off of the Sellers’ Disclosure ScheduleNon-Union Transferred Employees that, but not including any Retained Planin the ordinary course of business, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights remains unpaid as of the Closing Date, shall continue be the applicable Purchaser’s responsibility and shall be recognized by the applicable Purchaser under its vacation and other pay policies to the extent not paid by Sellers on or before the Closing Date and (ii) to the extent that any Asset Selling Entity is required by applicable Law or the terms of any Seller Employee Benefit Plan to make any payment to any Non-Union Transferred Employee for any vacation accrued but unused and unpaid as of the Closing Date in connection with the consummation of the transaction, Orhan agrees to cause the applicable Purchaser to promptly reimburse Sellers for the amount of such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To payment to the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following Liability was properly reflected on the Closing Date, terminate Statement of Net Assets. (h) The applicable Purchaser shall be solely responsible on and after the Closing Date for the terms and conditions of employment of all such Applicable Transferred Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of As to any Transferred Employee that any Purchaser terminates after the Closing Date, subject Purchasers shall be solely responsible for satisfying any requirements under any applicable Laws and, with respect to each Transferred Employee, Purchasers shall be solely responsible for (i) any liabilities, obligations or claims arising under any Acquired Company Benefit Plan; (ii) any obligations arising on or after the terms and conditions Closing Date under any contract of the UAW Collective Bargaining employment, including, but not limited to, any Assumed Retention Agreement. It is understood , (iii) any grievances, arbitrations or unfair labor practice charges, arising from events that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of occur on or after the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates any non-monetary relief granted on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing Date pursuant to grievances, arbitrations or unfair labor practice charges arising from events that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans occur on or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately Date (or prior to the Closing Date in the case of non-monetary relief as to credit for such service under which, because of its nature, the applicable Seller is incapable of performing), and (iv) any alleged violation of Law (including, but not limited to, all Law pertaining to employment, discrimination, workers’ compensation, occupational safety and health, unfair labor practices, WARN Act violations and similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions laws) but only to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of alleged violation occurred after the Closing Date. (i) Subject to limitation on privacy as required by applicable Law, each Asset Selling Entity and credit shall Orhan agree to furnish to each other such information as may be provided for reasonably required with respect to one or more Transferred Employees promptly following receipt of any deductible or out-of-pocket amounts paid by such Transferred Employee during reasonable written request from the plan year in which the Closing Date occursother.

Transferred Employees. (a) Purchaser will offer employment to such active employees of the Company as Purchaser shall decide. Each such employee who accepts Purchaser's offer of employment shall be a "Transferred Employee" upon the later of the Closing Date or the date on which the Transferred Employee begins employment with the Purchaser. (b) Effective as of the date that a person becomes a Transferred Employee, each Transferred Employee shall cease to be covered by Seller's or the Company's Employee Welfare Benefit Plans. Seller shall retain responsibility for all claims incurred under the Employee Welfare Benefit Plans by such employees prior to the date they become Transferred Employees. Seller shall retain any obligation for payment of long or short-term disability claims arising from disabilities of such employees, or workers compensation claims of such employees that occurred prior to the Closing Date. For purposes of this paragraph, a claim shall be deemed to have been incurred when the medical or other service giving rise to the claim is performed, except that disability and workers compensation claims shall be deemed to have been incurred on the date the employee becomes disabled or injured. (c) Seller shall retain responsibility for COBRA beneficiaries under the Employee Welfare Benefit Plans as well as any retiree medical benefit obligation the Seller has to the Transferred Employees. (d) Seller shall provide all reasonable assistance to Purchaser in making direct rollovers to Purchaser's 401(k) plan on behalf of the Transferred Employees. (e) In order to induce employees of the Company to remain in the Company's employ and assist in implementing a smooth transition in the ownership of the Company, the Seller has entered into agreements with the employees of the Company for separation allowances and retention bonuses. The retention bonuses will be payable by the Seller to designated employees of the Company who are offered employment by the Purchaser and who are retained in the employ of the Purchaser for at least six months after the Closing Date. The Purchaser shall assume all obligations of the Seller with respect to the payment of separation allowances earned by employees of the Company (a) who are relocated by the Purchaser, (b) whose employment is terminated by the Purchaser for reasons other than cause, or (c) whose wage rate or salary is reduced by the Purchaser below his or her wage rate or salary as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to in each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee case within six months after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective Purchaser covenants to Seller that it will do or cause the following to occur: (a) Purchaser shall use its commercially reasonable efforts to hire each Branch Employee. Purchaser shall make a written offer of employment to each Branch Employee selected by Purchaser to be an employee of Purchaser following the Closing Date. Each offer of employment shall be effective on the day following the Closing Date. No later than 60 days following the date of this Agreement, Purchaser shall provide Seller with a written list of those Branch Employees to whom Purchaser will make an offer of employment, and Seller shall take such action as is necessary to terminate such Branch Employees not included on such list or transfer their employment within Seller and its Affiliates, in both cases effective no later than the Closing Date. Each Branch Employee who accepts Purchaser's offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, ) shall be made in accordance with a "Transferred Employee" for purposes of this Agreement, effective upon the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to day following the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in this date shall be referred to as the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee's "Transfer Date.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted" Subject to applicable laws, Sellers shallrules and regulations, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject the Transferred Employees shall become employees of Purchaser, and Purchaser shall have the right to dismiss any or all Transferred Employees at any time, with or without cause, and to change the terms and conditions of the UAW Collective Bargaining Agreementtheir employment (including compensation and employee benefits provided to them). It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Each Branch Employee who is not covered offered employment by Purchaser, or who fails to accept Purchaser's offer of employment, shall be an "Excluded Employee" for purposes of this Agreement. Nothing in this Agreement shall give any employee any rights to claim status as a third party beneficiary of this Agreement. (b) Except as expressly provided in this Agreement, Seller shall pay, discharge, and be responsible for (but only to the extent required by Seller's Employee Benefit Plans and/or applicable laws, rules and regulations) all salary, wages (including payment for any and all accrued paid time off, vacation, sick time, or personal days accrued by the UAW Collective Bargaining Agreement Transferred Employees as of the Transfer Date), bonuses, commissions, and whose any other form of compensation (including any deferred compensation) arising out of the employment is involuntarily terminated by Purchaser or its Affiliates on or of the Transferred Employees prior to the first anniversary Transfer Date, and any employee benefits under the Seller's Employee Benefit Plans arising out of Seller's employment of the Closing Transferred Employees, including welfare benefits with respect to claims incurred prior to the Transfer Date but reported after the Transfer Date, severance benefits that are not less favorable than . Seller and the severance benefits Employee Benefit Plans shall retain responsibility for all claims incurred by Excluded Employees (at any time) and for all claims incurred by Transferred Employees prior to the Transfer Date. Seller shall be solely responsible for the Excluded Employees in the transfer of Excluded Employees to other positions with Seller or in the termination of their employment with Seller. (c) Purchaser shall provide credit under its benefit plans for service by all Transferred Employees with Seller (and/or any of Seller's Affiliates) and will make its regular medical coverage available to each such Transferred Employee would have received under no later than the applicable Benefit Plans listed Transfer Date. On and after the Transfer Date, Purchaser shall pay, discharge, and be responsible for any and all compensation and benefits, including salary, wages (including payment for any and all accrued paid time off, vacation, sick time, or personal days accrued by the Transferred Employees on Section 4.10 and after the Transfer Date), bonuses, commissions, severance, and any other form of compensation (including any deferred compensation) arising out of the Sellers’ Disclosure Schedule. Purchaser or one employment of its Affiliates shall take all actions necessary such that the Transferred Employees shall be credited for their actual on and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Transfer Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. 7.5.1 Effective as of the Closing Date, the Purchaser shall continue to employ all of the Transferred Employees on terms and conditions which are no less favorable in the aggregate in terms of title, compensation, benefits, hours of work and location, and with duties that are similar to the duties now being performed by such Transferred Employees to those under which such Transferred Employees are currently employed by the Seller or one its Affiliates. All Transferred Employees shall receive the benefits offered under the current Icagen, Inc. benefit plans. 7.5.2 For a period ending not earlier than two (2) years following the Closing Date, except as otherwise required by applicable Law, the Purchaser shall provide each Transferred Employee with: (a) a salary or wage level and bonus opportunity during employment at least equal to the salary or wage level and bonus opportunity to which he or she was entitled immediately prior to the Closing Date; (b) benefits, perquisites and other terms and conditions of employment that are at least equivalent to the benefits, perquisites and other terms and conditions that he or she was entitled to receive as an employee of the Sanofi Group immediately prior to the Closing Date; and (c) in the event of the termination of employment of a Transferred Employee by the Purchaser without Just Cause, severance benefits that are at least equivalent to the severance benefits such Transferred Employee was entitled to receive as an employee of the Sanofi Group immediately prior to the Closing Date. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. 7.5.3 The Purchaser shall be responsible for all liabilities: (a) for salary, wages, bonuses, commissions, vacations, vacation pay and other compensation relating to employment of all Transferred Employees accruing on and after the Closing Date; and (b) arising as a result of or in respect of the termination of employment of any Transferred Employees following the Closing Date (including by way of constructive dismissals, deemed termination or equivalent concepts under applicable Laws). 7.5.4 The Purchaser shall recognize the past service of Transferred Employees with the Seller or its Affiliates for purposes of a Transferred Employee’s eligibility for leave under the Family Medical Leave Act. The Purchaser shall make an offer recognize the past service of employment Transferred Employees with the Seller or its Affiliates for such purposes and for any required notice of termination, termination or severance pay (contractual or under the applicable Law). 7.5.5 From and after the Closing Date, Transferred Employees shall be entitled to each Applicable Employee. Notwithstanding anything herein use and obtain their unused vacation benefits and vacation pay under the Seller or its Affiliates’ vacation arrangements to the contrary extent earned by Transferred Employees in 2016 and except as provided in an individual employment Contract with any Applicable Employee or as required by accrued up to, and including, the terms of an Assumed PlanClosing Date, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement determined as of the Closing Date, Date and the Purchaser shall be made assume and have all liability therefor; not in accordance with the applicable terms and conditions limitation of the UAW Collective Bargaining Agreement foregoing, the Purchaser acknowledges and Purchaser’s obligations under the Labor Management Relations Act of 1974agrees that, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of after the Closing Date, the Transferred Employees shall be permitted to utilize all of their unused vacation benefits and vacation pay which had been earned in 2016 and accrued up to, and including, the Closing Date. The Seller shall retain liability to Transferred Employees for (ia) base salary any bonus accrued or hourly wage rates initially at least equal any discretionary bonus consistent with past practice with respect to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately periods prior to the Closing Date and (iib) employee pension any unused vacation benefits and welfare benefitsvacation pay earned by Transferred Employees prior to January 1, Contracts 2016; the amounts and arrangements that are not less favorable timing of such payments shall be in accordance with the aggregate than those listed on Section 4.10 Seller or its Affiliates’ bonus plans and, in particular, amounts will be paid as determined by the Seller or its Affiliates. 7.5.6 The Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from all Losses arising from, with respect to or in connection with all Liabilities under or relating to any Laws regarding collective or mass termination of the Sellers’ Disclosure Scheduleemployment, including but not including limited to the federal Workers Adjustment and Retraining Notification Act ("WARN") or under any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For severance plan maintained by the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates that may result from terminating the employment of any Transferred Employee after the Closing Date, subject Purchaser's failure to the terms and conditions continue to employ each of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service in accordance with Sellers and each the provisions of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursapplicable Laws.

Transferred Employees. Effective as of the Closing applicable Hire Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as expressly provided in herein, Buyer shall cause each Business Employee who accepts and commences employment with Buyer or an individual employment Contract with any Applicable Employee or as required by the terms Affiliate of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Closing applicable Hire Date (the "Transferred Employees") to be provided with compensation and benefits that shall, in the aggregate, in Buyer's reasonable judgment be substantially equivalent to the compensation and benefits provided by Buyer to its similarly situated employees; provided, however, that for a period of one year following the applicable Hire Date, each Transferred Employee shall be made entitled to remain in substantially the same position, with the same base salary and same vacation policy as maintained by Seller as of the applicable Hire Date as set forth on Section 3.02(c) of the Seller Disclosure Schedule (as updated by Seller after the date hereof), provided that such employee remains employed by Buyer or an Affiliate of Buyer; and provided, further, to the extent that substantially all the business unit to which a Business Employee relates was not transferred as contemplated in Article II, Seller shall remain and be solely responsible for all severance and other liability of any nature attributable to the cessation of employment of such Business Employee with the Seller regardless of the date such cessation occurs. Nothing herein shall be construed as guaranteeing employment for any specific period of time or altering the at-will employment status of any employee. For a transition period, if any, commencing on the applicable Hire Date and ending on the sixtieth (60th) day following the closing date of the transactions contemplated by the Brokerage Asset Purchase Agreement (subject to possible extension (or earlier termination) in accordance with the applicable terms and conditions provisions of the UAW Collective Bargaining Transition Services Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered contemplated by the UAW Collective Bargaining Brokerage Asset Purchase Agreement) (the "Transition Period"), subject to limitations in and requirements of Applicable Laws and applicable plans and contracts, Seller or an Affiliate of Seller shall use its reasonable best efforts to cause Transferred Employees, (and Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer during the Transition Period) to continue to be provided with the health and welfare benefits specified in the Transition Services Agreement in accordance with the terms thereof, and Buyer shall providepay Seller or an Affiliate of Seller in respect thereof as detailed in the Transition Services Agreement. If Seller or an Affiliate of Seller, using reasonable best efforts is unable to continue to provide such coverage, Buyer or an Affiliate of Buyer shall make available to such employees health and welfare plan coverage that is substantially equivalent to the coverage then provided by Buyer to its similarly situated employees, with no break in coverage. Buyer shall not assume responsibility for the provision of benefits to any Business Employee until at least such employee commences employment with Buyer or an Affiliate of Buyer. Buyer shall not be precluded from modifying its employment agreements, plans, policies and practices as to its employees generally on or after the first anniversary of the Closing applicable Hire Date, provided that such changes apply to all Buyer employees who are similarly situated to the Transferred Employees, and further provided that (A) for (i) a period of one year after the applicable Hire Date Buyer shall continue to provide to each Transferred Employee the same base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect and the same vacation policy as provided by Seller as of immediately prior to the Closing Date applicable Hire Date, provided that such employee remains employed by Buyer or an Affiliate of Buyer; and (iiB) employee pension and welfare benefitsthe recognition of prior service, Contracts and arrangements that are not less favorable as described in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date3.02(d), shall continue not be eliminated. Buyer shall be solely liable in such status and/or retain such rights after Closing in accordance with Section 3.02(g) for the Ordinary Course provision of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of COBRA benefits to any Transferred Employee after who is terminated by Buyer (or otherwise incurs a qualifying event) during the Closing Date, Transition Period. Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer shall be treated as if such employees were Transferred Employees and shall be subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser 3.02, taking into account their later commencement of any Applicable Employee subject to employment date with the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Buyer or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursBuyer.

Transferred Employees. Effective (i) Seller has delivered to Buyer a list of all of the employees of Seller who are employed at the Facilities, the "Facilities Employees", and a list of Motive Power Division Business Regional Sales Manager employees, "Sales Employees" (each, also referred to as an "Employee" and collectively, as the "Employees") as of the most recent date for which such information is available. Buyer shall offer employment to all Facilities Employees effective no later than the Closing Date, Purchaser or one of its Affiliates . Buyer shall make an offer of employment to each Applicable Employeeselected Sales Employees effective no later than the Closing Date. Notwithstanding anything herein to To the contrary and except as provided in an individual employment Contract with extent any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to a collective bargaining agreement, the UAW Collective Bargaining Agreement as of process for Buyer to offer employment to Employees who are subject to a collective bargaining agreement after the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreementapplicable collective bargaining agreements. It is understood that Such offers of employment shall be conditioned upon the intent execution by the Employee of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser release of Seller of any Applicable Employee subject severance obligations to the UAW Collective Bargaining AgreementEmployee. Except for Applicable Such Employees with non- standard individual agreements providing for severance benefits, until who are offered employment by Buyer and elect to become employees of Buyer are hereinafter referred to as "Transferred Employees" and shall be deemed to have become employees of Buyer as of the time the Closing becomes effective. The list of Transferred Employees is appended hereto in Schedule 7.1. (ii) Buyer represents to Seller that it does not intend to implement a "plant closing" or a "mass layoff" as those terms are defined in the WARN Act at least or in respect of the first anniversary Facility within ninety (90) days of the Closing Date, Purchaser further agrees . Buyer shall be responsible for and acknowledges that it shall provide indemnify and hold harmless Seller from any and all claims or liability under the WARN Act arising from (a) a breach of Buyer's agreement with respect to each Transferred Employee who is not covered by hiring contained in Section 7.1(i) or (b) a "plant closing" or "mass layoff" in violation of the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of WARN Act occurring after the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. (a) Within a reasonable period of time (but not less than 15 days) prior to the Closing Date, Parent or an Affiliate of Parent shall offer employment to the employees of the Manager Parties (other than Pxxxxx), in each case pursuant to the terms of an employment agreement substantially in such form as Parent and the Manager shall agree, with such changes thereto as Parent and such employee may agree (each an “Employment Agreement”), with such titles, job descriptions, service locations and rates of pay as such employee and Parent (or such Affiliate) may agree. The Parent Parties shall consult with the Manager prior to the extension of employment offers with respect to communicating the offers to any such employees of the Manager. Each employee of the Manager who accepts such offer of employment shall become an employee of Parent or an Affiliate of Parent as of the Effective Time and is referred to as a “Transferred Employee,” and all such employees collectively are referred to as the “Transferred Employees.” (b) Effective as of the Closing DateClosing, Purchaser or one the Manager shall terminate the employment of its Affiliates all Transferred Employees, and shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein be responsible for the payment of, and shall pay to the contrary Transferred Employees, all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and except as provided other like obligations and payments to the Transferred Employees for all periods ending on or prior to the Effective Time. (c) No provision in this Agreement shall give any Transferred Employee any right to continued employment with Parent or impair in any way the right of Parent or an individual Affiliate of Parent to terminate the employment Contract with of any Applicable employee, including any Transferred Employee or as required (which in the case of a Transferred Employee shall be governed by the terms of an Assumed Planthe relevant Employment Agreement) after the Effective Time, offers or any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of any Manager Party or Subject Company or any of their respective Affiliates in respect of continued employment to Applicable Employees whose employment (or resumed employment) with Parent or any of its Affiliates and no provision of this Section 4.2 shall create any such rights are subject to in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Parent Plan or any plan or arrangement which may be established by Parent or any of its Affiliates. (d) Until the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first third (3rd) annual anniversary of the Closing Date, for no Manager Party nor any of their Affiliates shall, directly or indirectly, induce, solicit, recruit or encourage or hire any Transferred Employee to leave the employ of Parent or its Affiliates or cease providing services to Parent or its Affiliates; provided, that the foregoing does not prohibit: (i) base salary solicitation through third-party executive search or hourly wage rates initially employment agencies (where the soliciting party did not provide guidance as to the targeting of any specific individual); (ii) solicitation through job postings, advertising of positions that are not specifically targeted at least equal to such Applicable Employee’s base salary any particular individual; or hourly wage rate in effect as of immediately (iii) solicitation or hiring any person whose employment was terminated by Parent or its Affiliates prior to the Closing Date date of solicitation and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employeehiring.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. As of the Closing Date, Non-Real Estate Buyer agrees to offer employment to only those Business Employees as Non-Real Estate Buyer shall determine in its sole discretion and such offers of employment shall contain terms and conditions of employment that Non-Real Estate Buyer shall determine in its sole discretion; provided, however, that Non-Real Estate Buyer shall make such offers in sufficient number and at sufficient terms and conditions of employment so as not to trigger any liability under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related state or local law (collectively, the “WARN Act”). On the Closing Date, Sellers shall take all steps necessary to terminate the employment of each Business Employees who is offered employment by Non-Real Estate Buyer as set forth in the immediately preceding sentence. The Business Employees who accept Non-Real Estate Buyer’s offer of employment and who commence active employment with Non-Real Estate Buyer shall be referred to herein as “Transferred Employees.” Nothing in this Agreement shall confer upon any Transferred Employee any right with respect to continued employment with Non-Real Estate Buyer, nor shall anything herein limit or interfere with Non-Real Estate Buyer’s right to terminate the employment of any Transferred Employee at any time (subject to applicable law), with or without cause or notice, or restrict Non-Real Estate Buyer in the exercise of independent business judgment in modifying any terms or conditions of employment of the Transferred Employees on and after the Closing Date. Prior to the Closing Date, Sellers shall take all actions necessary to vest each Business Employee in their benefits under Sellers Employee Benefit Plans and shall make all employee and employer contributions to Sellers Employee Benefit Plans in which Business Employees currently participate, for all periods of employee service prior to the Closing Date for all Business Employees. Effective as of the Closing Date, Purchaser or one of its Affiliates Non-Real Estate Buyer shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as assume sponsorship of the Closing Date, Contributed Plans. Eligible Transferred Employees shall be made continue to participate in the Contributed Plans in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreementplans. It is understood that Nothing in this Agreement shall limit Non-Real Estate Buyer’s ability to modify or terminate or merge the intent of this Section 6.17(aContributed Plans at any time. Sellers shall indemnify and hold Non-Real Estate Buyer harmless from Sellers’ liabilities, obligations or Losses incurred or relating to any Contributed Plans for any actions or omissions occurring on or before the Closing Date or any Sellers Employee Benefit Plans (other than an Contributed Plan) is for any actions or omissions occurring on, prior to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of or following the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Purchaser covenants to Sovereign that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date to all Consumer Bank Employees upon terms and conditions described in subsection (c) below and subject to the Closing. Purchaser may but shall not be obligated to offer employment to any Consumer Bank Related Employee following the Final Approval Date on the same terms as required hereunder for offers of employment to Consumer Bank Employees; provided, however, that Purchaser must offer employment to such Consumer Bank Related Employees no later than thirty (30) days following the date on which a list of such Consumer Bank Related Employees is provided to Purchaser. The position offered to each Consumer Bank Employee and each Consumer Bank Related Employee must be a Comparable Job. Subject to the provisions of this Section 9.6, Transferred Employees will be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (b) Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment assume the Fleet Boston Divestiture Severance Plan and all obligations for all severance benefits payable pursuant to each Applicable Employee. Notwithstanding anything herein such plan (the "Assumed Severance Obligations") to the contrary and except as provided in an individual employment Contract with any Applicable Consumer Bank Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made whom Purchaser does not provide a Comparable Job in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations Section 9.6(a) hereof; provided, however, that transitional assistance programs for which Purchaser shall be responsible under the Labor Management Relations Act of 1974, as amended. Each offer of employment Fleet Boston Divestiture Severance Plan shall be limited to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPoutplacement services. For the avoidance a period of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable (1) year following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Purchaser shall prohibit Purchaser or any of its Affiliates from terminating the employment of provide severance benefits to any Transferred Employee who is terminated by Purchaser on or after the Closing Date pursuant to the terms of the Fleet Boston Divestiture Severance Plan. Purchaser shall compute severance benefits by giving all Transferred Employees full credit for all years of service with FNB, its Affiliates and predecessors in accordance with their respective adjusted dates of hire as furnished by FNB ("Years of Service"). After the one (1) year period provided for herein, Purchaser shall provide Transferred Employees with severance benefits in accordance with Purchaser's severance policy, if any, crediting Transferred Employees with years of service as provided under this Agreement. (c) Each Consumer Bank Employee, and Consumer Bank Related Employee offered employment by Purchaser, shall be offered employment subject to the following terms and conditions: (i) Base salary or base hourly wages shall be equivalent to the base salary or base hourly wage paid by FNB to such employee as of the close of business on the 44 Closing Date until such time that Purchaser's compensation policies would entitle each such employee to an increased salary or base wage; and (ii) Vacation benefits shall be equivalent to vacation benefits provided by FNB to such employee as of the close of business on the Closing Date, subject until December 31, 2000. Any vacation balance to which such employee is entitled in the terms year of Closing shall carry over to Purchaser (to a maximum of four weeks). As of January 1, 2001, Transferred Employees shall receive in the aggregate for vacation, sick and conditions personal days the amount of paid time off to which they are entitled under Purchaser's policies as in effect then and from time to time thereafter. (d) Purchaser shall provide such Transferred Employee with the following: (i) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/40l(k) plan or plans of Purchaser, based on each plan's eligibility criteria as of the UAW Collective Bargaining Agreement. It is understood that the intent close of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of business on the Closing Date, . Purchaser further agrees and acknowledges that it shall provide to credit each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser with his or her Years of Service with FNB, its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or plans; (ii) Each Transferred Employee will be eligible to participate in the Purchaser's qualified pension plan or plans, based on or prior to each such plan's eligibility criteria as of the first anniversary close of business on the Closing Date, severance benefits that are not less favorable than the severance benefits such . Purchaser shall credit each Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 with his or her Years of the Sellers’ Disclosure Schedule. Purchaser or one of Service with FNB, its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibilitypredecessors in determining eligibility to participate, vesting and benefit accrual (except eligibility to receive benefits in the case of a defined benefit Purchaser's pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planplan(s), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding of any benefit for any period of service; (iii) Each Transferred Employee will receive credit for his or her Years of Service with FNB, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility in Purchaser's other miscellaneous benefits programs, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, long-term disability plans and other similar benefits; (iv) On the Closing Date each Transferred Employee will become immediately eligible to participate in the Purchaser's health and welfare plans, including but not limited to, dental and sick leave, as such benefitplans may exist, on the same basis as other similarly-situated employees of Purchaser. Such benefits Purchaser shall not be subject to any exclusion for waive any pre-existing conditions condition limitations with respect to the extent such conditions were satisfied by such Transferred Employee and his or her dependents. With respect to Purchaser's existing life insurance and long-term disability plans, which have a participation waiting period of ninety (90) days, the Purchaser shall use its commercially reasonable best efforts to provide that each Transferred Employee will be immediately eligible to participate in a plan or plans providing the same benefits as Purchaser's existing plans effective on and after the Closing Date; provided however, that Transferred Employees under a Parent shall be eligible to participate in Purchaser's existing plans not more than ninety (90) days after the Closing Date. Except as set forth in the immediately preceding sentence, Purchaser shall cause each Transferred Employee Benefit Plan to be eligible as of the Closing DateDate for at least the amount of insurance coverage that he or she maintained under FNB's plans, and credit shall be provided for any deductible or out-of-pocket amounts paid by without requiring such Transferred Employee during to provide any evidence of insurability; provided however, that for full-time Transferred Employees, life insurance benefits shall be limited to 2 and1/2 times base salary, to a maximum of $350,000, and for part-time Transferred Employees, life insurance benefits shall be limited to a maximum of $20,000. (v) Upon conclusion of his or her short-term disability or temporary leave of absence, subject to the plan year in which terms and conditions of Purchaser's plans and policies and applicable law, each Transferred Employee on such leave as of the Closing Date occursshall receive the greater of the salary and vacation benefits in effect (y) when he or she went on leave, or (z) upon the conclusion of such leave (to the extent that such Transferred Employee is entitled to any pay increase or vacation entitlement during such leave of absence pursuant to FNB's leave of absence policies), shall otherwise be treated as a Transferred Employee, and shall be offered by Purchaser the same or a substantially equivalent position to his or her position with FNB prior to the leave; and (vi) To the extent that Purchaser provides any Transferred Employee with benefit or other plans and such plans accept cash roll-overs, Purchaser shall allow such Transferred Employee to roll over into such plans any cash distributions or contributions received from FNB or its plans, including any outstanding loan balances from FNB's qualified or thrift retirement plan. (e) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in connection with any Transferred Employee under the WARN Act. Purchaser shall indemnify and hold Sovereign and FNB harmless for any WARN Act obligations or liabilities of Sovereign or FNB that are triggered by any mass layoff, plant closing or other employment action by Purchaser within the ninety (90) day period following after Closing Date.

Transferred Employees. Effective (i) Not later than fifteen (15) days prior to the Closing Date, Buyer (or an Affiliate of Buyer) shall make offers of employment to each Current Employee who is employed by a Business Asset Seller as of the date hereof, including such individuals who are not actively at work on account of illness, disability or leave of absence (collectively, the “Asset Employees”). As between Buyer and its Affiliates, on one hand, and Dover and its Affiliates (including the Business Asset Sellers) on the other hand, Buyer and its Affiliates, as applicable, shall assume responsibility for short-term disability benefits for any individual receiving such benefits as of the Closing. Dover and its Affiliates shall retain responsibility for long-term disability benefits for any individual receiving such benefits under a Retained Benefit Plan as of the Closing Date, Purchaser and any other individual who becomes entitled to receive long-term disability benefits as a result of an illness or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein injury incurred prior to the contrary and except as provided in an Closing if said individual employment Contract with any Applicable Employee or as required by makes a claim for such benefits within ninety (90) days after the terms of an Assumed Plan, Closing Date. Such offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with effective as of, and contingent upon, the applicable Closing. Schedule 5.2(a)(i) lists all Asset Employees, including their name and the name of their employer. The offers of employment for each such Asset Employee will supersede any prior agreements regarding the terms and conditions of employment between such Asset Employee and the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, applicable Business Asset Seller as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date Closing, and, without limiting any assignment of such provisions and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans agreements otherwise provided by this Agreement or any Benefit Plan that does not comply other document or instrument executed and delivered in connection herewith, the Business Asset Sellers hereby waive any and all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status non-competition provisions or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To agreements to the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating they would otherwise apply to the employment of any Transferred Employee by Buyer, effective as of the date of any such hiring; provided, that in no event shall any obligation of any Asset Employee under any prior agreement with any Business Asset Seller with respect to any Intellectual Property existing prior to the termination of such Asset Employee’s employment with the applicable Business Asset Seller be superseded, except that (y) all Asset Employees shall be permitted to disclose to Buyer all information in their possession or otherwise known by them which is exclusively or primarily (1) related to any of the Acquired Businesses, (2) information or other Intellectual Property included in any of the Acquired Assets or the Acquired Companies IP or (3) exclusively or primarily related to any of the Acquired Companies and (z) each Asset Employee shall be permitted to assign to Buyer or any of its Affiliates or designees any Intellectual Property invented, created, developed, authored, identified, conceived or otherwise created by such Asset Employee after the termination of such Asset Employee’s employment with the applicable Business Asset Seller, as well as any Intellectual Property protecting inventions reduced to practice after the termination of such Asset Employee’s employment with the applicable Business Asset Seller but conceived prior to termination of such employment if such inventions exclusively or primarily relate to any of the Acquired Businesses. Asset Employees who accept Buyer’s offer of employment, and all of the employees of the Acquired Companies as of the Closing, shall collectively be referred to as the “Transferred Employees”. (ii) For a period commencing on the Closing Date and ending twelve (12) months after the Closing Date, subject to the terms and conditions Buyer (or an Affiliate of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(aBuyer) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior (to the first anniversary of the Closing Date, severance benefits that are extent employed thereby) with base salary or base wages not less favorable than the severance benefits those in effect for such Transferred Employee would have received under immediately prior to the applicable Benefit Plans listed on Section 4.10 Closing and employee benefits substantially comparable in the aggregate, at Buyer’s election, to either those (A) provided by Dover to such employees or (B) in effect for similarly situated employees of Buyer. All benefit plans and programs established or maintained by Buyer shall recognize employment with the Sellers’ Disclosure Schedule. Purchaser Business Asset Sellers or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of Acquired Companies (or their respective Affiliates, predecessors) for purposes of eligibility, vesting and benefit accrual (except in the case computation, other than for purposes of benefit accruals under a defined benefit pension plan sponsored maintained by Purchaser Buyer or that would be duplicative of any of its Affiliates in which benefit otherwise provided to such Transferred Employees may commence participation after the Closing that is not an Assumed Plan)Employee, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to recognized by Dover and its Affiliates and the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursPlans.

Transferred Employees. Effective (a) Prior to the Closing, Purchaser shall offer, or cause to be offered, employment, effective as of the date specified in the last sentence of Section 5.8(i), to each Employee who is identified by Purchaser in a written list delivered to Seller not later than May 31, 2002 (each, a “Designated Employee”). Such offer of employment shall be on terms and conditions comparable (but not necessarily identical) to those terms and conditions of employment applicable to such Employees immediately prior to the Closing. Employees who accept such offer of employment with Purchaser as of the Closing are referred to herein as the “Transferred Employees.” Seller shall before the Closing (i) identify those service providers in relation to the Business who qualify as independent contractors and any temporary agency agreements covering services related to the Business and (ii) at Purchaser’s election, assist Purchaser in retaining the services provided by such contractors and under such agreements. For a period of one year immediately following the Closing, neither Purchaser nor any of its Subsidiaries nor any of their respective successors shall employ, or engage as a consultant or independent contractor, any Designated Employee who does not become a Transferred Employee. From the date hereof until the date on which Purchaser has provided Seller with a written notice identifying the Designated Employees pursuant to this Section 5.8(a), Seller shall ensure that no Employee is transferred to any business unit of Seller or any of its Subsidiaries or ERISA Affiliates to the extent such transfer would, immediately following the Closing, interfere with Purchaser’s ability to effectively employ the Conveyed Assets. As of the Closing Date, Purchaser or one Seller shall terminate the employment of its Affiliates shall make each Designated Employee who has rejected an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required made by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made Purchaser in accordance with the applicable terms this Section 5.8, and conditions for a period of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of one year immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing DateClosing, terminate the employment none of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Subsidiaries or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.their 50

Transferred Employees. Effective (a) Section 6.01(a)(i) of the Disclosure Schedule sets forth a true and complete list showing the individuals currently employed by the Sellers’ Affiliates who primarily provide administrative services to the Business. Section 6.01(a)(ii) of the Disclosure Schedule sets forth a true and complete list showing the individuals who are employed in the Business by the Sellers or their Affiliates and for each Prospective Employee: (i) the employee identification number and title or position; (ii) the date of hire or commencement of service; (iii) the work location; (iv) whether full-time or part-time employee, whether hourly or salaried and whether exempt or non-exempt from entitlement to overtime pay; (v) whether covered by the terms of a collective bargaining agreement or employment agreement; (vi) whether absent from active employment and, if so, the date such absence commenced and the anticipated date of return to active employment; (vii) the annual salary or hourly wage, as the case may be, for the current fiscal year; (viii) the earliest date as of which such Prospective Employee is next subject to a performance evaluation or potential increase in compensation; and (ix) any company-provided vehicles or vehicle allowances of each Prospective Employee. Such lists shall be updated by the Sellers and delivered in writing to the Purchaser prior to, and as of five (5) Business Days before, the Closing Date. Immediately prior to the Closing Date (or, in the case of a Prospective Employee who is on a short term disability leave, workers’ compensation leave, or other authorized leave of absence as of the Closing Date, immediately after the date that such Prospective Employee is no longer on any such leave), the Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Prospective Employee or as required who is employed by the terms of an Assumed Plan, offers of employment Sellers or their Affiliates immediately prior to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, which offer shall be for employment at the same work location or a location within 25 miles of the Prospective Employee’s current work location and in a comparable position to the position held by such Prospective Employee immediately prior to the Closing Date and with a base salary and cash bonus targets and participation in employee benefit plans as set forth in Section 6.01(b) below. Notwithstanding this Section 6.01(a), the Purchaser shall not be required to offer employment to those Prospective Employees who are on long-term disability leave immediately prior to the Closing Date. Any Prospective Employee to whom an offer is made in accordance with the applicable terms preceding sentence is referred to herein as an “Offered Employee,” and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each any Offered Employee who has accepted such offer of employment and commences employment with the Purchaser shall be referred to an Applicable Employee who is not covered by as a “Transferred Employee.” (b) The Purchaser hereby agrees that it shall provide the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for Transferred Employees with (i) base salary on terms and conditions substantially comparable to the base salary provided by the Sellers or hourly wage rates initially at least equal their Affiliates to such Applicable Employee’s base salary or hourly wage rate in effect as of Transferred Employees immediately prior to the Closing Date and (ii) participation in cash incentive and other employee pension benefit plans, programs and arrangements (other than post-retirement welfare benefits, Contracts and arrangements ) for the benefit of the Transferred Employees that are not less favorable substantially comparable in the aggregate than those listed to the cash incentive and other employee benefit plans, programs and arrangements provided by the Purchaser to similarly situated employees of the Purchaser. The Purchaser hereby agrees that it shall allow the Transferred Employees to participate in the Purchaser’s existing incentive compensation plans for comparable job functions of the Purchaser. The Purchaser hereby agrees that, on Section 4.10 behalf of the Sellers’ , it shall provide each of the Transferred Employees who is a participant in the annual bonus component of the HomEq Servicing 2010 Incentive Compensation Plan (the “2010 Compensation Plan”), with a 2010 cash bonus in an amount equal to the obligation accrued as of the Closing Date under the 2010 Compensation Plan with respect to each such Transferred Employee and as set forth on Section 6.01(b) of the Disclosure ScheduleSchedule (“2010 Bonuses”), but not which amounts shall be paid on the earlier of each such Transferred Employee’s date of involuntary termination of employment without cause (as defined in the 2010 Compensation Plan) or January 15, 2011. On or immediately following January 15, 2011, (i) the Purchaser shall deliver notice to the Sellers of the total amount of 2010 Bonuses actually paid to the Transferred Employees (such amount, the “Bonuses Paid Amount”), which notice will be certified by an officer of the Purchaser and will include documentation reasonably acceptable to the Sellers evidencing the Bonuses Paid Amount, and (ii) if the total amount of 2010 Bonuses set forth in Section 6.01(b) of the Disclosure Schedule (the “Estimated Bonus Amount”) is greater than the Bonuses Paid Amount, the Purchaser shall promptly pay to the Sellers in cash, by wire transfer of immediately available funds to a bank account designated by the Sellers, the excess of the Estimated Bonus Amount over the Bonuses Paid Amount. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) create any obligation on the part of the Purchaser to continue the employment of any Transferred Employee for any period following the Closing or (B) create any third-party beneficiary rights respecting any employee of either Seller, including any Retained PlanOffered Employee. The Sellers shall pay to each of the Transferred Employees who is a participant in a component of the 2010 Compensation Plan that is not an annual component (e.g., equity a component of such plan that provides for the payment of bonuses on a weekly, monthly or equityquarterly basis) (i) all such bonus amounts earned under the 2010 Compensation Plan with respect to completed performance periods and (ii) all such bonus amounts for performance periods in which the Closing Date occurs as though such performance periods were completed and the maximum bonus accrued as of the Closing Date but subject to proration based on the number of days in the performance period completed as of the Closing Date. (c) With respect to any Employee Benefit Plans of the Purchaser in which the Transferred Employees participate after the Closing Date, the Purchaser shall, or shall use its reasonable best efforts to cause its insurance providers to: (i) waive any limitations as to pre-based compensation plans existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any such plan in which such Transferred Employees may be eligible to participate after the Closing Date; provided, however, that the Purchaser shall waive any such limitations only to the extent that each Transferred Employee (and his/her dependents and beneficiaries, as applicable) provides appropriate written consent for disclosure of such information to the insurers or administrators of the Purchaser’s applicable Employee Benefit Plans as is necessary for the Purchaser to fulfill its obligations under this Section 6.01(c); and provided, further, that no such waiver shall apply to a pre-existing condition of any Transferred Employee or any Benefit dependent thereof, who was, immediately prior to the Closing Date, excluded from participation in any Plan that by nature of such pre-existing condition; and (ii) recognize all service of the Transferred Employees with either of the Sellers or their respective Affiliates for purposes of eligibility to participate, vesting, level of benefits and benefit accrual (other than benefit accrual under a defined benefit pension plan and for determining post retirement welfare benefits) in any benefit plan, program or arrangement (including severance) in which such Transferred Employees may be eligible to participate on or after the Closing, except to the extent such treatment would result in duplicative benefits. (d) Except to the extent included in the Assumed Liabilities and except as otherwise provided in Section 6.01(e) below, (i) the Sellers or their Affiliates shall be responsible for paying to Offered Employees and Transferred Employees any accrued but unpaid wages or other compensation (including earned, unused vacation, sick days (if applicable), payment upon termination in lieu of notice, severance and change in control payments) upon their termination of employment with the applicable Seller or its Affiliate and in accordance with such Seller’s or its Affiliate’s policies and/or contracts, in each case to the extent accrued on or before the Closing Date, and (ii) the Purchaser shall have no responsibility or Liability for payment of any wages or other compensation (including vacation or sick days) earned by or owed to an Offered Employee (including an Offered Employee who rejects the Purchaser’s offer of employment made in accordance with Section 6.01(a) above or who is not actively at work on the Closing Date and does not comply in become a Transferred Employee on the Closing Date), Transferred Employee or any other employee impacted by this Agreement during his employment with the Sellers or their respective Affiliates. In addition, the Sellers and their Affiliates agree to retain, bear and discharge all respects Liabilities with TARPrespect to Offered Employees (including the Transferred Employees) for workers’ compensation claims that are incurred on or before the Closing Date. A workers’ compensation claim shall be considered incurred on or before the Closing Date if the occurrence of the accident or injury that gives rise to the claim occurs on or before the Closing Date. For the avoidance of doubt, if any Transferred Employee’s workers’ compensation claim is based on the occurrence of an accident or injury that occurs on or before the Closing Date but is aggravated as a result of services provided by the Transferred Employee to the Purchaser or by further injury or accident, in each Applicable Employee on layoff statuscase, leave status or with recall rights as of after the Closing Date, Sellers and their Affiliates shall continue in retain, bear and discharge the Liabilities for such status and/or retain workers’ compensation claim only to the extent such rights after Liabilities relate to the accident or injury that occurred on or before the Closing Date. (e) For a period of one year from the Closing Date (the “Severance Period”), in the Ordinary Course event of Business. Each Applicable Employee who accepts an involuntary termination of employment with of any of the Transferred Employees by the Purchaser or one of its Affiliates (each such employee a “Severed Transferred Employee” and commences working for collectively, the “Severed Transferred Employees”), the Purchaser or one of and its Affiliates shall become a “provide the severance pay to such Severed Transferred Employees as set forth on Section 6.01(e)(i) of the Disclosure Schedule and contingent on each such Severed Transferred Employee’s execution and non-revocation of a release and waiver of claims in favor of the Purchaser, the Sellers and their respective Affiliates. Section 6.01(e)(i) of the Disclosure Schedule shall set forth for each Transferred Employee the amounts of severance pay that each such Transferred Employee will be eligible to receive in the event of termination during each of the 12 months immediately following the Closing Date. The aggregate severance pay paid by the Purchaser pursuant to this Section 6.01(e) and in accordance with Section 6.01(e)(i) of the Disclosure Schedule is hereinafter referred to as the “Severance Paid.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as As soon as reasonably practicable after the end of the one-year period following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Purchaser shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject deliver notice to the terms and conditions Sellers of the UAW Collective Bargaining Agreementtotal amount of Severance Paid, which notice will be certified by an officer of the Purchaser. It If the Purchaser Severance Amount is understood that greater than the intent Severance Paid, then the Purchaser shall promptly pay to the Sellers the excess amount of the Purchaser Severance Amount over the Severance Paid. If the Purchaser Severance Amount is less than the Severance Paid, then the Sellers shall promptly pay to the Purchaser the excess amount of the Severance Paid over the Purchaser Severance Amount. For purposes of this Agreement, “Purchaser Severance Amount” shall mean the amount set forth on Section 6.17(a6.01(e)(ii) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as of (a) At least fifteen (15) calendar days prior to the Closing Date, Purchaser or one of its Affiliates shall make an a written offer of employment to each Applicable Employee. Notwithstanding anything herein Branch Employee that Purchaser selects in its sole discretion to the contrary and except as provided in become an individual employment Contract with any Applicable Employee or as required by the terms employee of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of Purchaser following the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of be effective immediately following the Closing Date, (to the extent accepted by such time) and each such offer shall provide for (ix) an annual base salary or hourly wage rates initially rate, as applicable, that is at least equal to such Applicable Employee’s the annual base salary or hourly wage rate in effect rate, as applicable, paid to such Branch Employee by Seller as of immediately prior to the Closing Date and (iiy) employee pension and welfare benefits, Contracts and arrangements that benefits (except as otherwise set forth in this Section 8.6) which are not no less favorable in the aggregate than those listed on Section 4.10 provided to similarly situated employees of Purchaser as of the Sellers’ Disclosure ScheduleClosing (the offer terms required by this sentence, but not including any Retained Planthe “Required Terms of Employment”). Each Branch Employee who accepts Purchaser’s offer of employment shall be defined as a “Transferred Employee” for purposes of this Agreement, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects effective immediately following the Closing. Each Transferred Employee shall be an “at will” employee of Purchaser. Each Transferred Employee’s employment with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights Seller and its Affiliates shall cease as of the Closing Date. Subject to the provisions of this Section 8.6, Transferred Employees shall continue be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in such this Agreement shall be (i) construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee or (ii) give any Branch Employee any rights to claim status and/or retain such rights after as a third party beneficiary of this Agreement. (b) Seller shall use its reasonable efforts to make Branch Employees available to Purchaser from the date of this Agreement until the Closing in Date, upon reasonable request by Purchaser and under circumstances that do not unduly interfere with operation of the Ordinary Course business of BusinessSeller and its Affiliates. Each Applicable Employee who accepts Seller hereby authorizes Purchaser to enter into discussions with Branch Employees regarding employment with Purchaser after the execution of this Agreement. Seller shall not intentionally discourage any Branch Employee from accepting an offer of employment from Purchaser. From the date of this Agreement until the Closing, Seller shall promptly update and deliver any change to the information about Branch Employees as set forth on Schedule 1.1(e) of the Seller Disclosure Schedule. (c) Except as otherwise required by applicable law, after the Closing Date and for purposes of eligibility, vesting, and severance benefits under any “employee benefit plan,” as defined in Section 3(3) of ERISA, and any other employee benefit arrangement or one payroll practice offered by Purchaser, each Transferred Employee shall receive full credit from Purchaser for prior service properly credited under a comparable plan or arrangement of its Affiliates and commences working for Purchaser or one of its Affiliates Seller, provided that such service shall become a “Transferred Employee.” To not be recognized to the extent such offer recognition would result in a duplication of employment by benefits. As of January 1, 2009, no additional employees of Purchaser or its Affiliates is not acceptedare permitted to participate in Purchaser’s defined benefit pension plan (The Retirement Plan of the Farmers National Bank of Emlenton); accordingly, Sellers shallno Transferred Employee will be entitled to participate in this defined benefit pension plan of Purchaser at any time after being hired by Purchaser and becoming a Transferred Employee. (d) Purchaser agrees to (i) provide coverage for Transferred Employees under its medical and dental benefit plans, as effective on the Closing Date, (ii) waive any preexisting conditions, waiting periods and actively at work requirements under such plans, and (iii) use its commercially reasonable efforts to cause such plans to honor any expenses incurred by the Transferred Employees and their beneficiaries under similar plans of Seller during the portion of the calendar year in which the Closing Date occurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses. As soon as practicable following the Closing Date, terminate Seller shall provide a schedule of the information reasonably necessary to make such determination which may be conclusively relied upon by Purchaser in performing its obligations under this Section 8.6(d). (e) Seller is and shall remain solely responsible for any and all liabilities, claims and obligations arising under its employee benefit plans (or associated assets and liabilities), compensation plans and polices or other employee programs of Seller and its Affiliates with respect to all Branch Employees (including those Branch Employees that become Transferred Employees), and Purchaser does not and shall not assume or otherwise acquire any of the employee benefit plans, compensation plans and policies or other employee programs of Seller and its Affiliates or any obligation, claims or other liability thereunder. Purchaser assumes no obligation, liability or responsibility for any Branch Employee (including any that become Transferred Employees) that occurred or accrued prior to the Closing Date. Seller shall pay, discharge, and be responsible for (i) all salary and wages arising out of employment of all such Applicable each Branch Employee (including Transferred Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after through the Closing Date, subject and (ii) any employee benefits (including, but not limited to, accrued vacation) arising under Seller’s employee benefit plans and employee programs prior to the date the Branch Employee becomes a Transferred Employee, including (x) benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and (y) severance payable to any Branch Employee pursuant to and in accordance with the terms and conditions of the UAW Collective Bargaining Agreementseverance plan of Seller and its Affiliates applicable to such Branch Employee as of immediately prior to the Closing Date. It is understood From and after the Closing Date, Purchaser shall pay, discharge, and be responsible for the salary, wages, and benefits arising out of or relating to the employment of each Transferred Employee by Purchaser from and after the Closing Date, including all claims under Purchaser’s welfare benefits plans incurred after the applicable date that the intent Transferred Employee commences employment with Purchaser and as provided in Section 8.6(f) below. For purposes of this Section 6.17(a) is paragraph, a claim shall be deemed to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject have been incurred when the medical or other service giving rise to the UAW Collective Bargaining Agreementclaim is performed, except that disability claims shall be deemed to have been incurred on the date the employee becomes disabled. (f) Transferred Employees who are terminated without cause shall be entitled to receive severance payments and benefits as set forth in Schedule 8.6(f) of the Seller Disclosure Schedule. Except for Applicable Employees with non- standard individual agreements providing for The severance benefits, payment will be made by Purchaser within 30 days after the termination of service becomes effective and will be conditioned by the receipt of a release of all claims against Purchaser and its Affiliates. During the period from the Closing Date until at least the first anniversary of the Closing Date, Purchaser further agrees shall continue to provide each Transferred Employee whose employment continues with Purchaser and acknowledges its Affiliates with compensation and benefits a basis consistent with the Required Terms of Employment. (g) On the Closing Date, the Branch Employees shall cease to participate in the tax qualified defined contribution retirement plans maintained by Seller and its Affiliates (collectively referred to as the “Seller Savings Plans”). On or as soon as practicable after the Closing Date, Purchaser shall permit Transferred Employees to participate in the Xxxxxx’x National Bank 401(k) Plan, a tax-qualified, single-employer individual account retirement plan under Section 401(a) of the Code maintained by Purchaser, (the “Purchaser Savings Plan”). Each Transferred Employee shall have the right to make a direct rollover to the Purchaser Savings Plan of his or her account in a Seller Savings Plan, including a direct rollover of any notes evidencing loans made to such Transferred Employee; provided that: (i) Seller provides Purchaser a copy of a favorable determination letter from the IRS to the effect that it shall provide the Seller Savings Plan meets the requirements for qualification under Section 401(a) of the Code prior to any such direct rollover; (ii) each Transferred Employee who is elects to roll over an account in a Seller Savings Plan must roll over his or her entire account balance (including a rollover of any notes evidencing loans made to such Transferred Employee) and (iii) any notes evidencing loans made to a Transferred Employee who elects to rollover an account in a Seller Savings Plan must satisfy the Purchaser Savings Plan’s loan rules and requirements, including, but not covered by the UAW Collective Bargaining limited to, payment of a $100 loan origination fee. (h) Nothing in this Agreement and whose shall be construed to grant any Branch Employee a right to continued employment is involuntarily terminated by by, or to receive any payments or benefits from, Purchaser or Seller or their respective Affiliates or through any employee benefit plan. This Agreement shall not limit Purchaser’s or Purchaser’s Affiliate’s ability or right to amend or terminate any benefit or compensation plan or program of Purchaser or its Affiliates on and nothing contained herein shall be construed as an amendment to or prior modification of any such plan. This Section 8.6 shall be binding upon and inure solely to the first anniversary benefit of the Closing Dateeach party to this Agreement, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on and nothing in this Section 4.10 8.6, express or implied, is intended to confer upon any other person, including, any current or former director, officer or employee of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Seller or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)Affiliates, in any employee benefit plans (excluding equity compensation plans rights or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements remedies of any nature whatsoever under or by reason of Sellers or any Affiliate this Section 8.6. (i) Seller shall take such additional actions with respect to agreements of Sellers; provided, however, that such crediting certain employees of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan Seller as set forth in Section 8.6(i) of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursSeller Disclosure Schedule.

Transferred Employees. Effective Schedule 3.21(i) sets forth a list of all of the employees of the AAC Companies and their current compensation as of the most recent date for which such information is available. Except as set forth in Schedule 3.21(i), the Company will cause the AAC LLCs to offer employment with the AAC LLCs, immediately after the Closing in a same position and at the same rate of pay and with the same benefits as in effect on the date immediately preceding the Closing, to all of such persons, whether such persons are salaried or hourly employees; provided that, except as otherwise provided in the Employment Agreements, any such offer of employment by the AAC LLCs shall not constitute an offer of employment by the AAC LLCs over any minimum period of time, or an obligation to continue any such employee's rate of pay or employee benefits, and any such employment shall be at will. Such employees who elect to become employees of the AAC LLCs are hereinafter referred to as "Transferred Employees" and shall be deemed to have become employees of the AAC LLCs as of the time the Closing becomes effective; provided that those employees of the AAC Companies who are regarded by the AAC Companies as being on layoff, short-term disability or leave of absence (whether paid or unpaid) as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in with the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee AAC LLCs after the Closing Date, subject and the AAC LLCs shall not be obligated to the terms and conditions offer employment to any employees of the UAW Collective Bargaining AgreementAAC Companies who are regarded by the AAC Companies as being on long-term disability. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and The Company acknowledges that it shall provide to each Transferred Employee who is has not covered informed the AAC Companies of any planned or contemplated decisions or actions by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Company that would require the service of notice under the WARN Act. The Company shall not take, either directly or its Affiliates on or prior indirectly, any action which will cause the notice provisions of the WARN Act to be applicable to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored transactions contemplated by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthis Agreement.

Transferred Employees. Effective (a) Prior to the Closing, Buyer shall offer, or cause to be offered, employment, effective as of the Closing Date, Purchaser or one to each Employee who is identified by Buyer on Schedule 6.6 of its Affiliates shall make an the Buyer Disclosure Letter (each, a "Designated Employee"). Such offer of employment shall be on terms and conditions comparable (but not necessarily identical) to each Applicable Employee. Notwithstanding anything herein those terms and conditions of employment applicable to such Employees immediately prior to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers Closing. Employees who accept such offer of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement with Buyer as of the Closing Date, shall be made in accordance with are referred to herein as the applicable terms and conditions "Transferred Employees." (b) For a period of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least twelve (12) months after the first anniversary of the Closing DateClosing, for (i) base salary or hourly wage rates initially at least equal Buyer shall provide employee benefits and compensation to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements Transferred Employees that are not no less favorable in the aggregate than those listed on Section 4.10 provided to other employees of Buyer with similar duties and responsibilities. With respect to each benefit plan of Buyer in which Transferred Employees subsequently participate, for purposes of determining eligibility to participate, vesting and, with respect to any vacation or severance plan or policy only, for the Sellers’ Disclosure Schedulepurpose of determining benefit entitlement, but not including service with Seller (and predecessor employees to the extent Seller provides past service credit) shall be treated as service with Buyer. Such service also shall apply for purposes of satisfying any Retained Planwaiting periods, equity evidence of insurability requirements, or equitythe application of any pre-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For existing condition limitations to the avoidance of doubtextent, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course case of Businessany insured benefits, the relevant insurance coverage may be obtained by Buyer on commercially reasonable terms. Each Applicable Employee who accepts employment with Purchaser or one benefit plan of its Affiliates and commences working for Purchaser or one of its Affiliates Buyer shall become a “Transferred Employee.” To waive pre-existing condition limitations to the same extent such offer of employment by Purchaser or its Affiliates is not acceptedwaived under the applicable Seller benefit plan to the extent, Sellers shall, as soon as practicable following in the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment case of any insured benefits, the relevant insurance coverage may be obtained by Buyer on commercially reasonable terms. Transferred Employee after Employees shall be given credit for the Closing Dateamounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, subject to co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except Seller benefit plan for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs. (c) Effective as of the Closing, except as required by applicable Law, Buyer shall provide each Transferred Employee with the number of his or her unused accrued vacation days (or at Buyer's discretion shall provide payments in lieu of such days but only to the extent Buyer does so on the same terms as its treatment of similarly situated employees) outstanding as of the Closing under the applicable vacation policy of Seller and shall prevent the forfeiture of any such days. (d) Buyer shall reimburse Seller for the amount of any severance obligations that Seller incurs in accordance with Seller's Plans in existence as of the date hereof, for any Employees at the manufacturing plant located on the Property that Buyer does not identify on Schedule 6.6 of the Buyer Disclosure Letter as Designated Employees. Buyer shall reimburse Seller within thirty (30) days after Seller submits reasonable documentation to Buyer specifying the amount of the severance obligations.

Transferred Employees. Effective (a) No later than three days after the date hereof, Seller will deliver to Purchaser a list of all Branch Employees by name, date of hire and position, as of the most recent practicable date. Seller shall not release any other personnel information without having first obtained the written consent of the respective Branch Employee. Purchaser may, at its discretion and subject to Section 8.7(b), interview any and all Branch Employees provided that such interviews do not materially disrupt the business of the Branches. Purchaser shall make employment available to all Branch Employees on the Closing Date upon the terms and conditions described below. On and after the Closing Date, Branch Employees employed by Purchaser shall be defined as "Transferred Employees" for purposes of this Agreement. Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the employment terms, conditions and rules applicable to other similarly-situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee. (a) Purchaser may interview Branch Employees during normal working hours. Purchaser shall be solely responsible for any activity in connection with interviewing Branch Employees. Purchaser shall indemnify and hold Seller harmless from and against any claim, liability, loss, costs or expenses, including reasonable attorneys' fees, resulting or arising from Purchaser's acts or omissions in connection with such interviews. (b) Each Transferred Employee shall be offered employment with Purchaser subject to the following terms and conditions: (i) Base salary shall be at least equivalent to the rate of base salary paid by Seller to such Transferred Employee as of the close of business on the Business Day prior to the Closing Date. (ii) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable than those provided to similarly situated employees of Purchaser. Purchaser shall provide each Transferred Employee with credit for such Transferred Employee's period of service with Seller (including any service credited from predecessors by merger or acquisition to Seller) towards the calculation of eligibility and vesting for such purposes as vacation, severance and other benefits and participation and vesting in Purchaser's qualified profit sharing 401(k) plans, as such plans may exist (but, except as set forth in subparagraph (v) below and for vacation, not for purposes of benefit accruals) provided, however, past service of Transferred Employees with Seller will be used only for eligibility and vesting purposes in connection with the Purchasers defined benefit and defined contribution plans. (iii) Each Transferred Employee shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, on and after the Closing Date, and any pre-existing conditions provisions of such plans shall be waived with respect to any such Transferred Employees; PROVIDED, HOWEVER, that if Purchaser's relevant health or disability insurance policy or plan has a pre-existing condition limitation and a Transferred Employee's condition is being excluded as a pre-existing condition under Seller's plan as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment may treat such condition as a pre-existing condition for the period such condition would have been treated as a pre-existing condition under Seller's plan. (iv) With respect to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Dateon short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that Purchaser's plans and policies and applicable law, each Transferred Employee on such leave shall receive the intent salary and vacation benefits in effect when he or she went on leave, shall otherwise be treated as a Transferred Employee, and, to the extent practicable, shall be offered by the Purchaser the same or a substantially equivalent position to his or her position with Seller prior to having gone on leave. (v) Purchaser shall be responsible for all severance obligations arising out of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser the termination of any Applicable Employee subject to Transferred Employee's employment after the UAW Collective Bargaining Agreement. Except Closing Date in accordance with Purchaser's severance plan, policies and procedures with credit for Applicable Employees the period of years of credited service with non- standard individual agreements providing for severance Seller towards the calculation of benefits; PROVIDED, until at least HOWEVER, if, before the first one year anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each any Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose experiences a reduction in base salary, a worksite relocation of more than 30 miles or a termination of employment is involuntarily terminated by Purchaser or its Affiliates on or prior for any reason other than cause (as defined generally by Purchaser's personnel policies and procedures), such Transferred Employee shall be entitled to severance pay in an amount at least equivalent to the first anniversary of severance pay the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 Seller's severance plan had such employee been eligible for payments under such plan. (c) Except as provided herein, Seller shall pay, discharge, and be responsible for (i) all salary and wages, all earned variable pay (including incentives, bonuses and commissions) and all earned but unused vacation or paid-time-off, arising out of employment of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after through the Closing that is Date, and (ii) any employee benefits (including, but not an Assumed Plan)limited to, in any accrued vacation) arising under Seller's employee benefit plans (excluding equity compensation plans and employee programs on or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date (but not including medical benefits, if any, to credit Transferred Employees who retire after the Closing Date), including benefits with respect to claims incurred on or prior to the Closing Date but reported after the Closing Date. After the Closing Date, Purchaser shall pay, discharge, and be responsible for such service all salary, wages, and benefits arising out of or relating to the employment of the Transferred Employees by Purchaser after the Closing Date, including, without limitation, all claims for welfare benefits plans incurred after the Closing Date. Claims are incurred as of the date services are provided or disability payments are accrued, notwithstanding when the injury or illness may have occurred. (d) To the extent permitted under any similar employee benefit plansPurchaser's 401(k) plan, programs or arrangements Seller and Purchaser shall cooperate in arranging for the transfer to Purchaser's 401(k) plan, as soon as practicable after the Closing Date and in a manner that satisfies sections 414(1) and 411(d)(6) of the Code, of those accounts held under Seller's 401(k) plan on behalf of Transferred Employees, subject to receipt of any necessary consents and approvals of Sellers the Transferred Employees. At or prior to the Closing, Seller shall make all necessary matching contributions to Seller's 401(k) Plan on behalf of the Transferred Employees for the calendar year 2000. Seller will be required to accrue a liability for the 2001 401(k) matching contribution on behalf of the Transferred Employees for that portion of 2001 preceding the Closing Date. (e) For a period of twenty-four (24) months following the Closing Date, Seller and its Affiliates will not directly solicit (other than general solicitation through newspapers or other media of general circulation) any Affiliate Transferred Employee to again become an employee of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to Seller or hire any such Transferred Employee for a position at any office of Seller or such Affiliate located in the funding for any such benefit. Such benefits State of Minnesota; PROVIDED, HOWEVER, that Seller shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under prohibited from hiring a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursor who initially approaches Seller without encouragement or solicitation by Seller.

Transferred Employees. Effective Purchaser covenants to Sellers that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the First Closing Date to those Business Employees which Purchaser and Sellers shall mutually agree in good faith should be offered employment by Purchaser beginning immediately after the First Closing upon terms and conditions described in subsection (f) below and subject to the First Closing. (b) No later than the Final Approval Date, Purchaser or one shall offer employment beginning as of its Affiliates the Second Closing Date to all Business Employees which Purchaser and Sellers shall make an mutually agree in good faith should be offered employment by Purchaser beginning immediately after the Second Closing upon terms and conditions described in subsection (f) below and subject to the Second Closing. (c) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Third Closing Date to all Business Employees which Purchaser and Sellers shall mutually agree in good faith should be offered employment by Purchaser beginning immediately after the Third Closing upon terms and conditions described in subsection (f) below and no later than the Third Closing Date Purchaser shall offer employment beginning no later than the Third Closing Date to at least One Thousand Three Hundred Fifty Two (1352) Additional Employees, including all Auto Finance Employees and CAF Employees, upon terms and conditions described in subsection (f) below. (d) Purchaser may but shall not be obligated to offer employment to each Applicable Employee. Notwithstanding anything herein to any Business Related Employee on the contrary and except as provided in an individual employment Contract with any Applicable Employee or same terms as required by the terms of an Assumed Plan, hereunder for offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Business Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that Purchaser must offer employment to such Business Related Employees no later than thirty (30) days following the date on which a list of such Business Related Employees is provided to Purchaser. The position offered to each Business Employee, each Additional Employee and each Business Related Employee must be a Comparable Job. Subject to the provisions of this Section 8.6, Transferred Employees will be subject to the employment terms, conditions and rules applicable to other employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (e) Effective as of the First Closing Date, Purchaser shall assume the Fleet Boston Divestiture Severance Plan and all obligations for all severance benefits payable pursuant to such plan (the "Assumed Severance Obligations") to any Business Employee, Auto Finance Employee and CAF Employee to whom Purchaser does not provide a Comparable Job in accordance with Section 8.6 hereof; provided, however, that transitional assistance programs for which Purchaser shall be responsible under the Fleet Boston Divestiture Severance Plan shall be limited to outplacement services. For a period of one (1) year following (i) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, Purchaser shall provide severance benefits in accordance with the terms of the Fleet Boston Divestiture Severance Plan to any Transferred Employee who is terminated by Purchaser on or after (i) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, pursuant to the terms of the Fleet Boston Divestiture Severance Plan. Purchaser shall compute severance benefits by giving all Transferred Employees full credit for all years of service with Sellers, their Affiliates and predecessors. After the one (1) year periods provided for herein, Purchaser shall provide Transferred Employees with severance benefits in accordance with Purchaser's severance policy, if any, crediting Transferred Employees with years of service as provided under this Agreement. (f) Each Business Employee, Additional Employee and Business Related Employee shall be offered employment subject to the following terms and conditions: (i) Salary or base wages shall be equivalent to the base salary or base wage paid by the applicable Seller to such employee as of the close of business on (A) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (B) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (C) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, until such time that Purchaser's compensation policies would entitle such employee to an increased salary or base wage. (ii) Vacation benefits shall be equivalent to vacation benefits provided by the applicable Seller to such employee as of the close of business on (A) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (B) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (C) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, until December 31, 2000. Any vacation balance to which such employee is entitled in the year of Closing shall carry over to Purchaser. As of January 1, 2001, Transferred Employees shall receive in the aggregate for vacation, sick and personal days the amount of paid time off to which they are entitled under Purchaser's policies as in effect then and from time to time thereafter. (iii) Purchaser shall provide each Transferred Employee with the following: (A) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/40l(k) plan or plans of Purchaser, based on each plan's eligibility criteria as of the close of business on (i) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with a Seller, its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or plans. (B) Each Transferred Employee will be eligible to participate in the Purchaser's qualified employee stock ownership plan, based on such plan's eligibility criteria as of the close of business on the First Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with a Seller, its Affiliates and predecessors in determining eligibility to participate, vesting, benefit accrual and eligibility to receive benefits in Purchaser's pension plan(s); provided, however, that (i) such crediting of service shall not operate to duplicate any benefit to or the funding of any benefit for any period of service and (ii) such Transferred Employee shall become eligible to participate in Purchaser's employee stock ownership plan on January 1, 2001 if he or she is employed by Purchaser or one of its Affiliates as of such date. (C) Each Transferred Employee will receive credit for years of service with a Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility (except as provided in subparagraph (iii)(B) above) in Purchaser's other miscellaneous benefits programs, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, short and long-term disability plans and other similar benefits. (i) On the funding for any First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, each Transferred Employee will become immediately eligible to participate in Purchaser's health and welfare plans, including but not limited to, dental, life insurance and short and long-term disability plans, as such benefitplans may exist, on the same basis as other similarly-situated employees of Purchaser. Such benefits Purchaser shall not be subject to any exclusion for waive any pre-existing conditions condition limitations with respect to such Transferred Employee and his or her dependents. Purchaser shall cause each such Transferred Employee to be eligible as of (i) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date, for at least the amount of insurance coverage that he or she maintained under the applicable Seller's plans, without requiring such Transferred Employee to provide any evidence of insurability, except to the extent such conditions were satisfied by that the amount of such Transferred Employees under a Parent Employee's insurance coverage exceeds $680,000. (E) Upon conclusion of his or her short term disability or temporary leave of absence, subject to the terms and conditions of Purchaser's plans and policies and applicable law, each Transferred Employee Benefit Plan on such leave as of (i) the First Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the First Closing Date, (ii) the Second Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Second Closing Date and credit (iii) the Third Closing Date, with respect to Transferred Employees whose hire date with Purchaser is the Third Closing Date shall be provided for any deductible receive the greater of the salary and vacation benefits in effect (y) when he or out-of-pocket amounts paid by she went on leave or (z) upon the conclusion of such leave to the extent that such Transferred Employee is entitled to any pay increase or vacation entitlement during such leave of absence pursuant to the plan applicable Seller's leave of absence policies, shall otherwise be treated as a Transferred Employee and shall be offered by Purchaser the same or a substantially equivalent position to his or her position with Sellers prior to the leave. (F) To the extent that Purchaser provides any Transferred Employee with benefit or other plans and such plans accept cash roll-overs, Purchaser shall allow such Transferred Employee to roll over into such plans any cash distributions or contributions received from Sellers or their respective plans, including any outstanding loan balances from a Seller's qualified or thrift retirement plan. (g) No later than one (1) year in which following the Third Closing Date occursPurchaser shall pay the Stay Bonus Payments. (h) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in connection with any Transferred Employee under the WARN Act. Purchaser shall indemnify and hold Sellers harmless for any WARN Act obligations or liabilities of Sellers that are triggered by any mass layoff, plant closing or other employment action by Purchaser between the First Closing Date and ninety (90) days following the Third Closing Date.

Transferred Employees. Effective as of the Closing Date, Purchaser or one of (a) Each Party shall comply with its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act Transfer Regulations in connection with the transactions contemplated by this Agreement. The Parties agree that the transactions contemplated by this Agreement give rise to a transfer of 1974, as amended. Each offer an undertaking under the Transfer Regulations and that accordingly the rights and obligations arising from contracts of employment to an Applicable Employee who is not covered by between the UAW Collective Bargaining Agreement shall provide, until at least Seller and the first anniversary Transferred Employees will have effect from the close of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to business on the Closing Date as if those contracts were originally made between Purchaser and (ii) employee pension the Transferred Employees and welfare benefitsPurchaser shall inherit all rights and Liabilities arising out of or in connection with those contracts, Contracts save as otherwise provided by applicable Law and arrangements that are not less favorable in any provision of this Agreement otherwise expressly allocating those Liabilities between the aggregate than those listed on Section 4.10 of Seller and the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPPurchaser. For the avoidance of doubt, each Applicable no right or related liability of a Transferred Employee on layoff statusto old age, leave status invalidity or survivor’s benefits under any pension scheme (including but not limited to the Pension Scheme) shall transfer to the Purchaser. The Parties agree that, with recall rights as effect from the Closing, the Purchaser shall have in place a defined contribution plan which the Transferred Employees shall be eligible to join. (b) Without prejudice to the generality of Section 8.5(a) and even if, contrary to the views of the Closing DateParties, the sale of Assets contemplated by this Agreement does not amount to a business transfer under the Transfer Regulations, the Purchaser agrees that it shall continue in such status and/or retain such rights after Closing in treat, for all purposes, any period of continuous service the Ordinary Course of Business. Each Applicable Employee who accepts employment Transferred Employees have spent with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates from terminating Affiliates, as if it were service with the employment Purchaser. (c) If a vacancy is created between the date of this Agreement and the Closing Date as a result of the termination of employment, or resignation of any Transferred Employee, such departing individual shall be [**] and shall no longer be considered a Transferred Employee, and the individual who fills the resulting vacancy (it being agreed that the Seller has no obligation to fill such a vacancy) shall be [**] and thereafter be considered a Transferred Employee after in place of the departing employee for purposes of this Agreement. Any individual who fills a vacancy [**] between the date of this Agreement and the Closing Date, subject Date shall be [**] and thereafter be considered a Transferred Employee for purposes of this Agreement. (d) [**]. (e) [**]. (f) The Parties shall cooperate to prepare a written notice to the terms Transferred Employees and conditions employees’ representatives of the UAW Collective Bargaining Agreement. It is understood Transferred Employees within the meaning of the Transfer Regulations (“Employees’ Representatives”) in accordance with regulation 8 of the Transfer Regulations (the “TUPE Notice”), including that the intent of this Section 6.17(aPurchaser shall provide the Purchaser TUPE Notice Information and the Seller shall provide the Seller TUPE Notice Information. The Seller shall communicate to the Transferred Employees the TUPE Notice, which notice shall: (i) is to provide a seamless transition from Sellers to Purchaser inform the Transferred Employees that following the Closing they will be employed by the Purchaser; and (ii) comply with the requirements of any Applicable Employee subject applicable Laws. (g) The Parties shall cooperate to permit and enable the UAW Collective Bargaining Agreement. Except for Applicable Seller to conduct a process of information and consultation with the Transferred Employees and Employees’ Representatives in accordance with non- standard individual agreements providing for severance benefits, until at least the first anniversary regulation 8 of the Closing DateTransfer Regulations (the “TUPE Process”). (h) Notwithstanding Sections 8.5(f) and 8.5(g), the Seller and the Purchaser further agrees and acknowledges that it shall provide agree to comply with any requirements imposed on each Transferred Employee who is not covered of them by applicable Laws, including the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Transfer Regulations, to inform or its Affiliates on or prior to consult with the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual (or any of them), and/or any Employees’ Representatives, and credited service where required by applicable Laws, including the Transfer Regulations, to inform and consult with Sellers and each any other of their respective Affiliatesemployees, for or body of Representatives representing those other employees. (i) For purposes of eligibility, vesting and benefit accrual (except preparation of the TUPE Notice in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planaccordance with Section 8.5(f), the Purchaser shall provide the Seller in a timely manner with: (i) such assistance and prompt information in writing (including information as to any employee benefit plans (excluding equity compensation plans or programs) covering measures the Purchaser envisages taking which may affect the Transferred Employees after the Closing Date), as is, in the reasonable opinion of the Seller, necessary for the Seller (or any of its Affiliates) to comply with any legal requirement (whether pursuant to the same extent as such Transferred Employee was entitled as of immediately prior Transfer Regulations or any written agreement with, or the constitution of, any works council, union, or other employee body) in relation to the Closing Date transactions contemplated hereby, to credit for such service under any similar employee benefit plans, programs consult with or arrangements of inform the Transferred Employees (or any of Sellers them), a relevant trade union, a relevant works council or any Affiliate other Employees’ Representatives; and (ii) all information that is necessary for purposes of Sellers; providedthe TUPE Notice and the TUPE Process and that is otherwise customarily provided by a purchaser in similar transactions, howeverincluding all information in respect of the compensation, benefits and any measures that such crediting the Purchaser envisages taking in relation to the Transferred Employees following the Closing, and as may otherwise be reasonably required by the Seller to facilitate the information and consultation procedures in relation to the transactions contemplated hereby (the “Purchaser TUPE Notice Information”). (j) For purposes of service preparation of the TUPE Notice in accordance with Section 8.5(f), the Seller shall not operate to duplicate any benefit to include in the TUPE Notice the date or proposed date of the transfer and the reasons for the transfer and any such Transferred Employee or information as is customarily provided by a seller in similar transactions (the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs“Seller TUPE Notice Information”).

Transferred Employees. (a) Prior to the Second Closing Date, but effective as of, and conditioned upon, the Second Closing, Parent or Purchaser shall offer employment on an at-will basis to the Key Products Employees set forth in Section 2.10(a)(i) of the Seller Disclosure Schedule, which will be effective immediately following the Second Closing (each such employee, upon accepting an offer of employment from Parent or Purchaser, a “Transferred Employee”); provided, that, Parent and Purchaser shall not be obligated to make offers of employment to those Key Products Employees who are not actively at work on the Second Closing Date other than due to vacation. In Parent’s sole discretion, Parent or Purchaser may elect to make offers of employment to those Key Products Employees who are not actively at work on the Second Closing Date due to sick leave, leave covered by the Family and Medical Leave Act, or other similar short-term absence. Neither Parent nor Purchaser shall be obligated to offer employment to the Key Products Employees set forth in Section 2.10(a)(ii) of the Seller Disclosure Schedule. (b) For the period commencing on the Second Closing and ending on December 31, 2009, Parent or Purchaser shall maintain the base salary for the Transferred Employees at the same levels that are in effect on the date hereof, except that Parent or Purchaser may reduce such base salary levels consistent with a company-wide base salary reduction implemented by Parent. (c) Effective as of the Second Closing, the Transferred Employees shall participate in Parent’s annual bonus incentive program on the same terms and conditions, including bonus target levels as similarly situated newly hired employees of Parent, provided that if Seller does not pay Transferred Employees any annual bonus at or prior to Closing Datefor 2009, Purchaser then Parent shall count service to Seller (including any Subsidiary thereof) as if such service was provided to Parent (or one any Subsidiary of its Affiliates shall make an offer Parent) for purposes of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement determining annual bonus incentive compensation for 2009 under Parent’s annual bonus incentive program. (d) Effective as of the Closing DateSecond Closing, the Transferred Employees shall be made participate in accordance with the applicable employee benefit plans and programs of Parent (the “Parent Plans”) on the same terms and conditions as those that apply to similarly situated newly hired employees of Parent, except (i) subject to Section 4.9(e), for purposes of vesting and eligibility to participate, Parent or Purchaser shall treat, and cause the applicable Parent Plan to treat, the service of the UAW Collective Bargaining Agreement Transferred Employees with the Seller (including any predecessor or Subsidiary thereof) attributable to any period before the Second Closing as service rendered to Parent or any Subsidiary of Parent; provided, that the foregoing shall not apply with respect to benefit accrual or eligibility for subsidized early retirement benefits under any defined benefit pension plan, for purposes of eligibility for retiree medical, dental or life benefits or calculating retiree healthcare premiums or to the extent that its application would result in a duplication of benefits with respect to the same period of service, (ii) Parent shall waive any pre-existing condition limitations and Purchasereligibility waiting periods for the Transferred Employees and their eligible dependents under Parent Plans that are self-insured by Parent and that provide medical and dental benefits and (iii) under Parent Plans that are self-insured by Parent and that provide medical and dental benefits, Parent shall give credit to Transferred Employees and their eligible dependents for payments made during 2009 for co-payments and deductibles under Seller Plans that provide medical and dental benefit. (e) Effective as of the Second Closing, the Transferred Employees shall be entitled to participate in Parent’s obligations severance benefits plan applicable to its U.S. based non-union employees (the “Parent Severance Plan”) on the same terms and conditions as apply to similarly situated employees of Parent and Parent shall treat the service of the Transferred Employees with the Seller (including any predecessor or Subsidiary thereof) before the Second Closing as service rendered to Parent for purposes of calculating severance pay and benefits under the Labor Management Relations Act Parent Severance Plan; provided, that such service will not apply for purposes of 1974qualifying for treatment as a retiree or a bridged retiree (as that term is defined in the Parent Severance Plan) under the Parent Severance Plan. (f) Notwithstanding anything in this Section 4.9 to the contrary, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement Seller shall provide, until at least the first anniversary of the Closing Date, be solely responsible for (i) base salary any and all Liabilities, including, without limitation, any severance and/or change in control arrangements, under the Seller Plans for all periods ending before, on or hourly wage rates initially at least equal to such Applicable Employeeafter the Closing Date for all of Seller’s base salary employees (including former employees, retirees and independent contractors), including the Transferred Employees, (ii) for any and all Liabilities for compensation and employee benefits, including, without limitation, any severance and/or change in control arrangements, for all of Seller’s employees (including former employees, retirees and independent contractors), including the Transferred Employees, for any periods ending on or hourly wage rate in effect as of immediately prior to the Closing Date and (iiiii) for any and all Liabilities for compensation and employee pension and welfare benefits, Contracts including, without limitation severance and/or change in control arrangements for all of Seller’s employees (including former employees, retirees and arrangements that are not less favorable in independent contractors), excluding the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure ScheduleTransferred Employees, but not including for any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee periods ending after the Closing Date, subject . Parent and Purchaser shall be responsible only for Liabilities for compensation and employee benefits with respect to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of Transferred Employees for any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of periods beginning after the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as (a) Without the prior consent of Buyer, Seller shall make no changes in the personnel employed at the Branches other than terminations for cause or replacement of departed personnel. (b) Buyer will offer to employ all of Seller's employees who are employed at the Branches on the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary From and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject Buyer shall provide the employees of Seller who are offered employment with Buyer, and who accept such employment with a salary or hourly wage comparable to that earned by them at the terms and conditions time of the UAW Collective Bargaining AgreementClosing. It is understood that the intent (Such employees who become employees of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of Buyer after the Closing Dateshall be referred to as "Transferred Employees.") (c) Seller is responsible for the filing of Forms W-2 with the Internal Revenue Service and any required filing with state tax authorities, Purchaser further agrees with respect to wages and acknowledges that it shall provide benefits paid to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates for periods ending on or prior to the first anniversary Closing Date. (d) Without the prior consent of Buyer, Seller shall not materially increase the wages, salary, bonuses, or other compensation of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersBranch employees; provided, however, that such crediting (i) increases in compensation in the ordinary course of service business consistent with Seller's past practices shall not operate be permitted, and (ii) the Branch employees shall be permitted to duplicate any benefit participate in special promotions or incentives, which are temporary in nature and which shall be disclosed to any such Transferred Employee or Buyer in advance on a confidential basis, offered in the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to region where the extent such conditions were satisfied by such Transferred Employees under Branches are located. (e) For a Parent Employee Benefit Plan as period of one year following the Closing Date, Seller shall not specifically target and credit solicit the Transferred Employees for employment with Seller; provided, however, that (i) Transferred Employees may voluntarily seek employment with Seller, and (ii) Transferred Employees who are terminated involuntarily by the Buyer shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurspermitted to seek employment with Seller.

Transferred Employees. Effective Attached hereto as Schedule 9.01 is a list of the employees who are employed by Seller engaged in the operations of the Business and current annual compensation rates, as of the most recent date for which such information is available. As of the Closing, Buyer shall offer (i) employment with Buyer to all union employees who are employed by Seller in connection with the operations of the Business immediately before the Closing; and (ii) employment with Buyer to such non-union employees who are employed by Seller in connection with the operations of the Business as Buyer shall so elect in its sole discretion. Buyer shall, not less than twenty (20) days prior to the Closing Date, Purchaser or one provide Seller with a list of its Affiliates non-union employees to whom Buyer intends to offer employment with Buyer. Such employees who become employees of Buyer are hereinafter referred to as "Transferred Employees" and shall make an offer be deemed to have become employees of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of time the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellersbecomes effective; provided, however, that such crediting any employee employed by Seller in connection with the operations of service the Business who becomes employed by Buyer pursuant to this Section 9.01 and who is inactive as of the Closing, shall not operate to duplicate any benefit to any such become a Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the date such employee commences employment with Buyer. Seller hereby agrees that for a period of three (3) years following the Closing Date, and credit neither Seller nor any Affiliate of Seller shall be provided for employ nor solicit to employ any deductible or out-of-pocket amounts paid by such Transferred Employee during Employee. Notwithstanding the plan year foregoing, Seller shall have the right to, prior to the Closing, offer employment to those employees of Seller engaged in which the Closing Date occursoperation of the Business on the date hereof listed on Schedule 9.01 hereto.

Transferred Employees. Effective As of the Closing Date, each of the employees of the Company who is actively employed by the Company as of the Closing Date and set forth on Schedule 6.9(a) (the “Active Employees”) shall be offered employment by either Buyer or one of its Affiliates (the “Employer”). The Company shall use its best efforts to cause all Active Employees to accept employment with the Employer within ten (10) Business Days of the Closing; provided, however, to the extent that the employment of an Active Employee is subject to a work visa (a “Foreign Employee”) such ten (10) day period shall be extended for such time as necessary for the Foreign Employee to have the necessary paperwork to be employed by the Employer completed so long as such extended period does not exceed forty-five (45) Business Days. The Foreign Employees of the Company are set forth on Schedule 6.9(a). Not later than ten (10) Business Days after the Closing Date (or such longer period as may be agreed in writing by the Buyer and in the case of a Foreign Employee such longer period specified in the preceding sentence), the Company shall have terminated the employment of all Active Employees. The Employer shall not offer employment to any employees of the Company who, as of the Closing Date, Purchaser are absent from active employment with the Company for any reason (including as a result of layoff or one leave of its Affiliates shall make an offer of absence) as set forth on Schedule 6.9(a) (the “Inactive Employees” and, together with the Active Employees, the “Company Employees”). The Active Employees who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, referred to herein as amended. Each offer of employment to an Applicable Employee “Transferred Employees.” The Company Employees who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in offered employment with, or who do not accept employment with, the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equityEmployer shall be referred to herein as “Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary, wage, benefit or any of its Affiliates from terminating overall compensation level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. Except as described in this Section 6.9, neither Buyer nor any of its Affiliates shall have any Liability with respect to any Non-Transferred Employee or former employee or retiree of the Company (including any Person currently covered by any benefit plan of the Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). The Company shall be solely responsible for the payment of all wages, subject salaries and other compensation and employee benefits (including any commissions, accrued vacation, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) based on or arising under employment with the Company of the UAW Collective Bargaining AgreementCompany Employees, including without limitation Transferred Employees. It is understood that Without limiting the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser foregoing, the Company shall be responsible for the payment of any Applicable Employee subject accrued bonuses for 2009 owed to the UAW Collective Bargaining AgreementTransferred Employees. Except The Buyer shall be solely responsible for Applicable Employees with non- standard individual agreements providing for the payment of all wages, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, until at least premiums, claims and related costs) to any of the first anniversary Transferred Employees arising solely out of their employment with the Employer on or after the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Neither Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited assume any Liability with respect to any Seller Plan or other employee benefit plan of any kind or nature maintained by the Company for their actual and credited service with Sellers and each any of their respective Affiliatesemployees, for purposes of eligibilityformer employees or retirees, vesting and benefit accrual (except as set forth in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursthis Section 6.9.

Transferred Employees. Effective Parent (or its Affiliate) shall have the right, but not the obligation, to hire (effective as of the Closing) some or all of the Eligible Employees. Seller shall make the Eligible Employees available during regular business hours and upon reasonable prior notice for employment interviewing and screening by Parent (or its Affiliate). Parent shall provide Seller with the names of those Eligible Employees to whom Parent (or an Affiliate) will offer employment no less than 30 days prior to the Closing Date. Seller shall be responsible for terminating or continuing to employ any Eligible Employee who (i) does not receive an offer of employment from Parent (or an Affiliate), (ii) receives an offer of employment from Parent (or an Affiliate) but does not accept such offer prior to or as of the Closing, or (iii) does not satisfactorily complete Parent’s (or an Affiliate’s) customary employment screening and whose offer of employment from Parent (or an Affiliate) has been withdrawn prior to the Closing. Seller will provide Parent with commercially reasonable assistance in the conduct of the interviewing and hiring of the Eligible Employees (any Eligible Employee that accepts employment with Parent (or an Affiliate) effective as of the Closing, a “Transferred Employee” and collectively, the “Transferred Employees”). With respect to the Transferred Employees, at the Closing, employment with Seller or any Affiliate shall terminate and employment with Parent (or an Affiliate) shall commence. No less than 30 days prior to the Closing, and thereafter at least one time on each business day through the Closing Date, Purchaser Parent shall provide notice to Seller of the Eligible Employees who (x) have accepted offers of employment, (y) have declined offers of employment or one of its Affiliates shall make have failed to accept an offer of employment to each Applicable Employee. Notwithstanding anything herein prior to the contrary Closing, and except as provided in (z) have failed to satisfactorily complete Parent’s (or an individual Affiliate’s) customary employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees screening and whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employeeshas been withdrawn. Nothing in this Section 6.17(a) Agreement, either express or implied, shall prohibit Purchaser confer upon any Eligible Employee any right to employment or continued employment for any of its Affiliates from terminating the employment specified period or of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent nature or kind whatsoever under or by reason of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) Buyer will offer to employ all of the Employees effective as of the Closing Date. Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Seller and Buyer. All such Employees shall be offered employment with Buyer in all cases (i) in a position requiring comparable skills and abilities as such Employee's position with Seller on the Closing Date, Purchaser (ii) with annual base salary, or one weekly or hourly rate of its Affiliates pay which is equal to such Employee's pay with Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on the Closing Date, and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller on the Closing Date (a "Comparable Job Offer"). Buyer hereby agrees to pay any severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the payment terms set forth on Schedule 8.1 (a) Each Employee who accepts Buyer's offer of employment and commences employment with Buyer hereunder shall make be referred to as a "Transferred Employee" for purposes of this Agreement. Buyer hereby agrees to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary with Buyer, an executed release from such Transferred Employee providing that Seller and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “not be responsible for any severance claims or obligations for such Transferred Employee.” To the extent such offer Employee with respect to any severance plan, policy or practices of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates or predecessors. With respect to any Employee who accepts an offer of employment from terminating the employment of any Transferred Employee after Buyer who on the Closing DateDate is on military leave, subject sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment in accordance with the terms of such Employee's leave. Any such Employee will cease employment with Seller at the end of such leave of absence. (b) Seller is responsible for the filing of Forms W-2 with the Internal Revenue Service and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is any required filing with state tax authorities, with respect to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees wages and acknowledges that it shall provide benefits paid to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates for periods ending on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. (a) Effective as of the Closing Date, Purchaser Seller will cause Parent (or one its applicable Affiliate) to terminate the employment of, and Buyer (or an Affiliate designated by Buyer) will offer employment on an at-will basis to, the Assigned Employees whom Buyer has notified Seller, not less than thirty (30) days prior to the Closing Date, that Buyer desires to employ for the Business after the Closing. Such offers of employment shall be contingent upon the occurrence of the Closing, satisfactory background checks (including review of driving records of Assigned Employees who regularly drive vehicles in the normal course and scope of their employment duties), satisfactory drug screening results and other hiring policies of Buyer or its Affiliates shall make an Affiliate. Each such Assigned Employee who accepts Buyer’s (or such Affiliate’s) offer of employment and who commences active employment with Buyer (or such Affiliate) effective as of the Closing is referred to each Applicable in this Agreement as a “Transferred Employee”. Notwithstanding anything herein the foregoing, Seller shall have no obligation to terminate the contrary employment of, and except as provided in Buyer (or an individual employment Contract with any Applicable Employee or as required by the terms Affiliate of an Assumed Plan, offers of Buyer) shall have no obligation to offer employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement or employ, an Assigned Employee who is on leave as of the Closing Date. Buyer and its Affiliates shall have no obligation to employ or retain any Transferred Employees after the Closing, to continue after the Closing any particular terms of employment of a Transferred Employee, and nothing contained herein shall be made in accordance with deemed to create such a right or obligation. (b) Seller will make the applicable Assigned Employees available to Buyer or its Affiliate prior to the Closing to discuss employment offers and terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by or for a reasonable amount of onboarding meetings at a mutually agreed upon time and location. From the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of date hereof through the Closing Date, for the parties shall cooperate in good faith regarding any broadly distributed communication to Assigned Employees relating to (i) base salary the transactions contemplated by this Agreement or hourly wage rates initially at least equal (ii) employment, benefits and compensation following the Closing. (c) Following the Closing, Buyer shall use commercially reasonable efforts to (i) ensure that no waiting periods, or exclusions or limitations with respect to any pre-existing conditions, are applicable to any Transferred Employees or their dependents or beneficiaries under any welfare benefit plans maintained by Buyer or its Affiliates in which such Applicable Employee’s base salary employees or hourly wage rate in effect as of immediately prior their dependents or beneficiaries may be eligible to participate following the Closing Date Closing; and (ii) employee pension and welfare benefits, Contracts and arrangements provide or cause to be provided that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity costs or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment expenses incurred previously by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for (and their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser dependents or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programsbeneficiaries) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which Closing occurs under Seller’s welfare plans shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or limitations on coverage under any such similar welfare benefit plans maintained by Buyer or its Affiliates for which participation commences during any such plan year. Seller and its Affiliates solely shall be liable for all responsibilities and obligations for continuation coverage under COBRA under their group health plans with respect to qualifying events that occur prior to, on or after the Closing Date occursDate, and Buyer and its Affiliates shall have no responsibility, obligation or liability therefor. (d) For the purposes of federal employment taxes with respect to the Transferred Employees who are employed by Buyer or its Affiliate, as a new employer, within the same calendar year as the Closing, the parties agree to comply with the employment tax reporting procedures described in Section 4 of the Standard Procedure for Predecessors and Successors in Internal Revenue Service Revenue Procedure 2004-53. (e) Nothing in this Section 6.8 or elsewhere in this Agreement will be deemed to make any Assigned Employee, or any other employee of Seller or any Affiliate of Seller, or any other Person, a third party beneficiary of this Agreement.

Transferred Employees. Effective (a) Following execution of this Agreement, Seller shall provide the Purchaser with a true and complete list showing the names and current annual salary rates of all of the salaried Employees of Plastics as of the date hereof. As of the Closing Date, the Purchaser shall offer employment to each Employee identified on the list referred to in the preceding sentence at base compensation levels not less than those in effect immediately prior to the Closing Date, and shall offer employment to each hourly Employee of Plastics as of the Closing Date at base salary rates no less than those in effect immediately prior to the Closing Date. Any Employee who has accepted such offer of employment shall be referred to as a "Transferred Employee". With respect to any Employee who is on a disability leave for less than twelve consecutive weeks as of the Closing Date, such employment with the Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary commence and except as provided in an individual employment Contract with any Applicable such Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement shall become a Transferred Employee as of the Closing Date, . The Seller shall be made in accordance with retain the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, liability for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, a leave status or with recall rights of absence for greater than 12 consecutive weeks as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course . Employment for individuals on a leave of Business. Each Applicable Employee who accepts employment with Purchaser or one absence for less than 12 consecutive weeks as of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate Date will become effective as of the employment date they present themselves for work with the Purchaser. The Purchaser and the Seller agree that the transactions contemplated by this Agreement shall not constitute a severance of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee by the Seller, and that such Transferred Employees shall be deemed to have continuous and uninterrupted employment before and immediately after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (a) Purchaser shall offer employment effective as of the Closing Date, to all of the Employees on the Closing Date whose principal place of business is any Going Concern Location or the Company’s corporate headquarters (the “Affected Employees”) other than those Affected Employees identified on the list previously provided to Sellers and signed by Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary representatives, and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, effective as soon as practicable following of the Closing Date, terminate the employment of all such Applicable Employees to whom Purchaser has made an offer. All employees who accept Purchaser’s offer of employment are referred to herein as the “Transferred Employees. Nothing in this Section 6.17(a.” (b) Purchaser shall prohibit Purchaser not be responsible for any costs, obligations or liabilities that may result from (i) the transfer or termination of employment or engagement by any of its Affiliates from terminating Seller on or before the employment Closing Date of any Transferred Affected Employee or (ii) the transfer or termination of employment or engagement at any time by any Seller of any Employee or contractor that is not an Affected Employee, and Sellers shall be responsible for all such costs, obligations and liabilities, including, but not limited to, liabilities under any severance plans, policies or practices applicable to Employees or contractors providing services to any Seller. (c) For a period of 90 days after the Closing Date, subject to Purchaser shall not engage in any conduct that would result in an employment loss for any Transferred Employee without fully complying with the terms and conditions of the UAW Collective Bargaining AgreementWARN Act. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser shall include in its determination of any Applicable Employee subject liability or obligation under the WARN Act any employment losses effectuated by Sellers within the 90-day period prior to the UAW Collective Bargaining Agreementany action taken by Purchaser that could trigger WARN Act obligations or liability. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of Prior to the Closing Date, Purchaser further agrees and acknowledges that it Sellers shall provide to Purchaser with a list of all former employees of any Going Concern Location or the Company’s corporate headquarters who have experienced an employment loss and the date of each Transferred Employee who is not covered by such employment loss within the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately 90-day period prior to the Closing Date to credit for such service Date. The obligations set forth in this Section 8.1(c) shall be treated as a surviving covenant under any similar employee benefit plansthe second sentence of Section 11.7. (d) Except as described in the Transition Services Agreement, programs or arrangements of any of following the Closing, Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion responsible for any pre-existing conditions to costs, obligations or liabilities that may result from the extent such conditions were satisfied employment, transfer or termination of employment by such or engagement by Purchaser of any Transferred Employees under a Parent Employee Benefit Plan as of the Closing DateEmployee, and credit Purchaser shall be provided responsible for any deductible or out-of-pocket amounts paid by all such Transferred Employee during the plan year in which the Closing Date occurscosts, obligations and liabilities.

Transferred Employees. Effective (a) The Buyer will offer to employ all of the Employees effective as of the Closing Date. The Buyer will communicate offers of employment in accordance with any applicable legal requirements and in a form mutually acceptable to the Seller and the Buyer. All such Employees shall be offered employment with the Buyer in all cases (i) in a position requiring comparable skills and abilities as such Employee's position with the Seller on the Closing Date, Purchaser (ii) with annual base salary, or one weekly or hourly rate of pay which is equal to such Employee's pay with the Seller on the Closing Date and with a total cash compensation opportunity consisting of such annual base salary plus variable compensation, at target performance, that is at least 90% of total cash compensation opportunity at target performance, of the Employee's position with the Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with the Seller on the Closing Date, and (iv) with a work schedule that is no more than a two-hour adjustment to the starting or ending time, and with the same regular scheduled work days, of the Employee's position with the Seller on the Closing Date (a "Comparable Job Offer"). In the event the Buyer breaches its Affiliates obligations under this Section 8.1 (a) to offer each Employee a Comparable Job Offer, the Buyer shall make be obligated to pay any severance benefits to any such Employee (unless such Employee otherwise accepts employment with the Buyer) in accordance with the payment terms set forth in the severance plan of Wachovia Corporation. Each Employee who accepts the Buyer's offer of employment and commences employment with the Buyer hereunder shall become a "Transferred Employee" on the Closing Date. The Buyer hereby agrees to reasonably cooperate with the Seller in obtaining, in connection with any acceptance of an offer of employment with the Buyer, or any termination of a Transferred Employee by the Buyer, an executed release from such Transferred Employee providing that the Seller and its Affiliates shall not be responsible for any severance claims or obligations for such Transferred Employee with respect to each Applicable Employeeany severance plan, policy or practices of the Seller or any of its Affiliates or predecessors. Notwithstanding anything herein Seller acknowledges and agrees that Buyer shall not be liable or bear any responsibility as a result of any Transferred Employee refusing or failing to execute and deliver a release to Seller. With respect to any Employee who accepts an offer of employment from the contrary and Buyer who on the Closing Date is on military leave, medical leave, short-term disability or other leave of absence approved by the Seller (but excluding any Employee absent by reason of long-term disability, for whom the Seller will retain all liability), except as provided in an individual employment Contract with any Applicable Employee or as required by applicable law, the terms of an Assumed Plan, offers of Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of such Employee's leave. Any such Employee will cease employment with the UAW Collective Bargaining Agreement and Purchaser’s obligations under Seller at the Labor Management Relations Act end of 1974, as amendedsuch leave of absence. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Nothing in this Agreement shall provide, until at least be construed as an employment contract between the first anniversary of the Closing Date, for (i) base salary Buyer and any Transferred Employee. The Buyer shall not have any responsibilities or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately rights regarding any Employee terminated prior to the Closing Date and (ii) or any Employee who has received a Comparable Job Offer from the Buyer but who chooses not to become an employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure ScheduleBuyer. (b) Unless otherwise agreed by the Buyer and the Seller in writing, but not including the Seller is responsible for the filing of Forms W-2 with the Internal Revenue Service and any Retained Planrequired filing with state tax authorities, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates respect to wages and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide benefits paid to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates for periods ending on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee (or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such date that an Employee becomes a Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployee).

Transferred Employees. Buyer agrees to offer employment to the ----------------------- listed employees of the Industries Group ("Transferred Employees") and on such terms as are set forth on Schedule 5.2. Effective as of the Closing Date, Purchaser each Transferred Employee shall be offered employment at will by Buyer at a salary or one hourly rate not less than that indicated on Schedule 5.2 and, upon the Transferred Employee's acceptance thereof, the employment by Seller of the Transferred Employee shall terminate. Buyer shall provide such benefits, holidays, vacation days and the like to the Transferred Employees as Buyer provides to its Affiliates employees generally. Except to the extent accrued on the Closing Date Balance Sheet, Seller shall make an offer be responsible to the Transferred Employees for all compensation for past services and benefits accrued to the Closing Date (including wages and accrued vacation) to which they may be entitled. Seller shall cooperate with Buyer in the orderly transfer of the Transferred Employees to Buyer. In administering employee benefit plans for the Transferred Employees after the Closing Date, Buyer will credit each Transferred Employee solely for vesting and eligibility purposes with all years of service of such Transferred Employee credited for such purpose with the Industries Group. Without limiting the generality of the foregoing, no waiting period or exclusion from coverage of any pre- existing medical condition shall apply to the Transferred Employees' participation in any employee benefit plan of Buyer after the Closing Date if such Transferred Employee was a participant in Seller's benefit plans for at least thirty days prior to the date of employment to each Applicable Employeeof such Transferred Employee by Buyer. Notwithstanding anything herein to the contrary contrary, Buyer shall be responsible for and except as provided in an individual employment Contract with assume all compensation, benefits and severance of Transferred Employees to the extent accrued on the Closing Date Balance Sheet. Buyer shall promptly reimburse IVAX and/or Seller for any Applicable Employee and all payments made to or as required by for the terms benefit of an Assumed Plan, offers employee of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made Seller in accordance connection with the applicable terms and conditions termination of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of an employee's employment with Seller ("Severance Payments") made by IVAX and/or Seller to an Applicable Employee any person who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary a Transferred Employee but who was an employee of the Closing Date, for Seller and involved in the conduct of the Business during the one (i1) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to month period ending on the Closing Date and who is employed with Buyer within one (ii1) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee year after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective as As of the Closing Date, Purchaser the employees of PMG listed on Schedule 5.3(a) who are actively employed by any PMG Company as of the Closing Date shall be offered employment by GEE, the Buyer or one of its Affiliates shall make an offer (the “Employer”). Such employees of PMG who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance referred to herein as “Transferred Employees.” The employees of any PMG Company who are not offered employment, or who do not accept employment, with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, Employer shall be referred to herein as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity“Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary or any of its Affiliates from terminating wage level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. None of GEE, the Buyer nor any of its Affiliates shall have any Liability in excess of the PMG Severance Cap with respect to any Non-Transferred Employee or former employee or retiree of any PMG Company (including any Person currently covered by any benefit plan of any PMG Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). PMG shall be solely responsible for the payment of all wages, subject compensation, bonuses and commissions employee benefits (including, without limitation, any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) to any of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of Non-Transferred Employees, any Applicable Employee subject PMG Company’s employees, former employees or retirees based on or arising under employment with such PMG Company and to the UAW Collective Bargaining Agreement. Except Transferred Employees based on or arising under employment with thereby for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of period prior to the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior . Except with regard to the first anniversary PMG Severance Cap, the Employer shall be solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including, without limitation, any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to any of the Closing Date, severance benefits that are not less favorable than Transferred Employees relating to or arising out of their employment with the severance benefits such Transferred Employee would have received under Employer. Neither the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited assume any Liability with respect to any Plan or other employee benefit plan of any kind or nature maintained by PMG for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)employees, in any employee benefit plans (excluding equity compensation plans former employees or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursretirees.

Transferred Employees. Effective (a) Prior to the Closing, Purchaser shall offer, or cause to be offered, employment, effective as of the date specified in the last sentence of Section 5.8(i), to each Employee who is identified by Purchaser in a written list delivered to Seller not later than May 31, 2002 (each, a “Designated Employee”). Such offer of employment shall be on terms and conditions comparable (but not necessarily identical) to those terms and conditions of employment applicable to such Employees immediately prior to the Closing. Employees who accept such offer of employment with Purchaser as of the Closing are referred to herein as the “Transferred Employees.” Seller shall before the Closing (i) identify those service providers in relation to the Business who qualify as independent contractors and any temporary agency agreements covering services related to the Business and (ii) at Purchaser’s election, assist Purchaser in retaining the services provided by such contractors and under such agreements. For a period of one year immediately following the Closing, neither Purchaser nor any of its Subsidiaries nor any of their respective successors shall employ, or engage as a consultant or independent contractor, any Designated Employee who does not become a Transferred Employee. From the date hereof until the date on which Purchaser has provided Seller with a written notice identifying the Designated Employees pursuant to this Section 5.8(a), Seller shall ensure that no Employee is transferred to any business unit of Seller or any of its Subsidiaries or ERISA Affiliates to the extent such transfer would, immediately following the Closing, interfere with Purchaser’s ability to effectively employ the Conveyed Assets. As of the Closing Date, Purchaser or one Seller shall terminate the employment of its Affiliates shall make each Designated Employee who has rejected an offer of employment to each Applicable made by Purchaser in accordance with this Section 5.8, and for a period of one year immediately following the Closing, none of Seller or any of its Subsidiaries or any of their respective successors shall employ, or engage as a consultant or independent contractor, any Designated Employee. Notwithstanding anything herein to the contrary and except as provided in an individual ; provided, however, that any Designated Employee who does not commence employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Purchaser effective as of the date specified in the last sentence of Section 5.8(i) may continue to receive compensation from (but not perform services for) Seller for such period of time as is necessary for Seller to avoid liability under each of the laws, rules and regulations referenced in Section 5.8(l) (but in no event may such period extend beyond (x) August 25, 2002, or, if later, the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and or (y) if Purchaser does not require such Designated Employee to accept or reject Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment prior to an Applicable June 10, 2002, seventy-five (75) days following the date such Designated Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until rejects such offer of employment). (b) For a period of at least two years following the first anniversary of the Closing DateClosing, for Purchaser shall provide employee benefits and compensation (iexcluding any benefits attributable to equity-based plans or grants) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements Transferred Employees that are not no less favorable in the aggregate than those listed provided to such persons immediately prior to the Closing. With respect to each benefit plan of Purchaser (“Purchaser Benefit Plan”) in which Transferred Employees subsequently participate, for purposes of determining eligibility to participate, vesting and, with respect to any vacation or severance plan or policy only, for the purpose of determining benefit entitlement, service with Seller (and predecessor employers to the extent Seller provides past service credit) shall be treated as service with Purchaser; provided, that such service shall not be recognized to the extent that such service was not recognized under the applicable Seller Benefit Plan. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations to the extent, in the case of any insured benefits, the relevant insurance coverage may be obtained by Purchaser on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any commercially reasonable terms. Each Purchaser Benefit Plan that does not comply in all respects with TARP. For shall waive pre-existing condition limitations to the avoidance of doubtsame extent waived under the applicable Seller Benefit Plan to the extent, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course case of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To any insured benefits, the extent such offer of employment relevant insurance coverage may be obtained by Purchaser or its Affiliates is not acceptedon commercially reasonable terms. Transferred Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, Sellers shall, co-payments and out-of-pocket maximums as soon as practicable following the Closing Date, terminate the employment of all though such Applicable Employees. Nothing amounts had been paid in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to accordance with the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Seller Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs. (c) Effective as of the Closing, Purchaser shall assume Seller’s liabilities and obligations under the Immunex Corporation Employee Severance Plan, as amended on February 12, 2002, and the Immunex Corporation Amended and Restated Leadership Continuity Plan, as amended on October 25, 2001 (collectively, the “Severance Plans”) with respect to each Transferred Employee and shall make all required payments under the Severance Plans with respect to Transferred Employees. Purchaser shall make payments (other than payments which become payable immediately after the consummation of the Merger solely as a result of the consummation of the Merger, in respect of which Seller or its Affiliates shall remain solely liable) to the Transferred Employees to which such Transferred Employees would have become entitled under the Immunex Corporation Retention Plan treating service with Purchaser and its Affiliates as service with Seller for this purpose. (d) Purchaser shall amend its 401(k) savings plan if necessary to accept eligible roll-overs by a Transferred Employee. (e) Effective as of the Closing, except as required by applicable Law, Purchaser shall provide each Transferred Employee with the number of his or her unused accrued vacation days (or at Purchaser’s discretion shall provide payments in lieu of such days but only to the extent Purchaser does so on the same terms as its treatment of similarly situated employees) outstanding as of the Closing under the applicable vacation policy of Seller and shall prevent the forfeiture of any such days, provided Seller, at Closing, pays Purchaser an amount equal to the aggregate cost of compensating Transferred Employees for such days. (f) Seller shall retain liability for all stock options and other grants of rights to purchase Seller’s common stock as well as grants of restricted stock, restricted units and any other equity or equity-based awards under equity or other equity-based plans and programs of Seller and/or one or more of its Subsidiaries (“Equity Awards”). As of or prior to the Closing, Seller shall fully vest (or cause to become fully vested) any Equity Award held by Transferred Employees. (g) Except as provided in Section 5.8(c), Seller shall retain liability for all deferred, bonus and other incentive compensation accrued in respect of Transferred Employees’ service and performance with Seller prior to the Closing and Seller shall make any payment due thereunder to the Transferred Employees no later than the time, whether on or after the Closing, when Seller (or its successor) generally pays the Other Employees such compensation and without regard to whether a Transferred Employee is employed by Seller on such date. (h) Seller shall retain responsibility for all short-term and long-term disability benefits payable in respect of disabilities that commenced on or before the Closing Date for all Transferred Employees. Seller shall be responsible for all claims for workers’ compensation benefits, which are incurred on or prior to the Closing Date by Transferred Employees. Purchaser shall be responsible for all claims for such benefits, which are incurred after the Closing Date by such Transferred Employees. For purposes of this Section 5.8(h), a claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs (the “Workers’ Compensation Event”). If the Workers’ Compensation Event occurs over a period both on or prior to and after the Closing Date, the claim shall be the joint responsibility and liability of Seller and Purchaser and shall be equitably apportioned among them based upon the relevant periods of time that the Workers’ Compensation Event transpired both on or prior to and after the Closing Date. Seller shall be responsible in accordance with the terms of its applicable welfare plans in effect on or prior to the Closing Date for all welfare, medical and dental claims for expenses incurred on or prior to the Closing Date by Transferred Employees and their dependents. Reimbursement of such Transferred Employees and their dependents for welfare, medical and dental expenses associated with such claims shall be determined in accordance with the terms of such Seller plans in effect on or immediately prior to the Closing Date. Purchaser shall be responsible for all covered welfare, medical and dental claims for expenses incurred after the Closing Date by Transferred Employees and their dependents pursuant to and in accordance with the terms of plans maintained by Purchaser and in which Transferred Employees and their dependents become enrolled following the Closing Date. (i) Except as prohibited by Law, Seller shall furnish Purchaser with such information concerning Employees, and shall provide Purchaser with access to the Employees (in a manner to be mutually agreed upon by Seller and Purchaser), as is reasonably requested by Purchaser; provided, however, that following the time Purchaser delivers to Seller the list of Designated Employees in accordance with Section 5.8(a), Seller shall only be required to provide such information or such access with respect to Designated Employees. Notwithstanding the foregoing, (i) after the date of this Agreement and prior to the time Purchaser delivers to Seller the list of Designated Employees in accordance with Section 5.8(a), Seller shall notify Purchaser of the name of each Employee whose employment with Seller has terminated within five (5) Business Days following such termination and (ii) after the time Purchaser delivers to Seller the list of Designated Employees in accordance with Section 5.8(a) and prior to the Closing, Seller shall notify Purchaser of the name of each Designated Employee whose employment with Seller has terminated within five (5) Business Days following such termination. The employment of the Transferred Employees by Seller and/or one or more of its Subsidiaries shall end at 11:59 p.m. on the Closing Date and the employment of the Transferred Employees by Purchaser shall commence at 12:00 a.m. on the day immediately following the Closing Date. (j) Purchaser and Seller shall, to the extent practicable, (i) treat Purchaser as a “successor employer” and Seller as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees to be employed by Purchaser for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year in which the Closing occurs. (k) Notwithstanding any other provision of this Agreement, if a Transferred Employee commences an action, suit or proceeding relating to an employment-related claim based on actions or events occurring over a period both preceding and following the Closing Date, any resulting liability shall be the joint responsibility of Seller and Purchaser and shall be equitably apportioned among them based on the relevant periods of time that such actions or events transpired preceding and following the Closing Date. (l) Purchaser shall indemnify and hold Seller Indemnified Parties harmless against all liabilities and obligations which may arise under the Worker Adjustment Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or under any similar provision of any federal, state, regional or local law, rule, or regulation (including, but not limited to, any costs, expenses or fees incurred by Seller Indemnified Parties relating to litigation brought under the foregoing) arising as a result of any employment losses (i) of any Transferred Employees occurring after the Closing Date or (ii) of any Designated Employees occurring prior to, on or after the Closing Date exclusively as a result of Purchaser failing to offer employment to any Designated Employees in accordance with the terms of this Section 5.8. Except to the extent prohibited by Law, Seller and Purchaser shall cooperate fully in all matters reasonably necessary to effect the transactions contemplated by this Section 5.8 and the transition of Transferred Employees to employment with Purchaser, including exchanging documents, employee data or other information in respect of the Designated Employees (in electronic format to the extent practicable) relating to payroll administration and employee benefit plan coverages on a timely basis so as to assist Purchaser in incorporating such documents, information and data into Purchaser’s payroll administration and benefits information systems as early as practicable prior to the Closing; provided, that if any Designated Employee declines Purchaser’s offer of employment made pursuant to Section 5.8(a), no further information need be provided thereafter in respect of such Designated Employee and Purchaser shall return to Seller all information theretofore provided to Purchaser with respect to such Designated Employee.

Transferred Employees. Effective (i) On or prior to the Closing Date, each of the employees specifically listed on Schedule IX.H(i)A who actually commence employment with Licensee at Closing (the "Transferred Employees") has delivered to Licensor a letter of resignation (in a form acceptable to Licensor), which resignation shall be accepted by Licensor and be effective as of the Closing Date. Substantially simultaneously therewith, Licensee shall or shall have tendered to each of the Transferred Employees an offer of employment, effective as of the Closing Date, Purchaser or one of its Affiliates on terms (including, but not limited to wages and benefits) substantially similar to those described on Schedule IX.H(i)B attached hereto. (ii) Subject to clause (iv) below, Licensor shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to be solely responsible for the contrary and except as provided in an individual employment Contract costs associated with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as termination of the Closing Date, shall Transferred Employees' employment with Licensor that may be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal due to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately employees for services performed prior to the Closing Date including but not limited to: (1) accrued vacation; (2) bonuses; (3) commissions or incentives; and (ii4) employee pension separation payments, severance, drawdown and welfare benefitsany other similar payments. Licensee shall be liable for any fees, Contracts and arrangements that are not less favorable expenses, salaries, wages, benefits or other payments in respect of the Transferred Employees which arise in the aggregate than those listed on Section 4.10 ordinary course of business following the Effective Date. Licensee shall also be liable for any fees, expenses, salaries, wages, benefits or other payments which arise as a result of the Sellers’ Disclosure Schedule, but not including Licensee's termination of any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing Date. (iii) Licensor agrees to maintain current health and benefits coverage in place for the same extent as such Transferred Employee was entitled as of immediately prior to Employees after the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements until the earlier of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which two (2) months after the Closing Date occursor such time as Licensee implements or amends its own benefits coverage to include the Transferred Employees and notifies Nestor in writing at least ten (10) days before the end of the last xxxxx for which Licensee desires Licensor to maintain such coverage (the "Employee Transition Period"). (iv) Licensee shall reimburse Licensor for the costs incurred by Licensor in respect of all employee benefits provided by Licensor to the Transferred Employees during the period beginning the Effective Date through the end of the Employee Transition Period. Licensee agrees to reimburse Licensor for all salaries, bonuses, commissions, and incentives payable and the employer portion of withholding Taxes (including social security, FICA and FUTA) and any other costs incurred by Licensor from and after the Effective Date through the Closing Date in connection with the Transferred Employees.

Transferred Employees. Effective On and after the Closing, Buyer shall provide to the Transferred Employees participation in any pension, 401(k), medical, dental, vision, life, disability and other benefit plans (the "BUYER PLANS") offered to similarly situated employees of Buyer. To the extent permitted under the Buyer Plans, Buyer shall take all necessary actions to provide that Transferred Employees will receive full credit for years of service with Seller under the Buyer Plans to the extent taken into account for such purposes under the benefit plans of Seller in which such Persons were participating as of the Closing Date, Purchaser or one date of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to this Agreement (the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i"SELLER PLANS") base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date (other than with respect to benefit accrual under employee 401(k) or other pension or retiree welfare benefit plans and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, for equity compensation vesting or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPvacation). For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not acceptedpermitted under the Buyer Plans, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Buyer shall prohibit Purchaser or any give credit under those of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits Buyer Plans that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee welfare benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, all amounts credited toward deductibles and credit shall be provided for any deductible or out-of-pocket amounts paid maximums, and time accrued against applicable waiting periods, by such Transferred Employee during Employees (including their eligible dependents), in respect of the plan calendar year in which the Closing Date occurs. For any Transferred Employee or dependent of a Transferred Employee who has satisfied Seller's pre-existing condition exclusion and/or who has creditable coverage from another group plan or individual plan, such Transferred Employee or such dependent would not be subject to Buyer's pre-existing condition exclusion. If a Transferred Employee or dependent of a Transferred Employee has partially satisfied Seller's pre-existing condition exclusion, the amount of time credited to the completion of that pre-existing condition exclusion will be honored by Buyer.

Transferred Employees. Purchaser covenants to Sellers that it will do or cause the following to occur: (a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date to all Business Employees and at least one thousand three hundred fifty two (1352) Additional Employees upon terms and conditions described in subsection (c) below and subject to the Closing. Purchaser may but shall not be obligated to offer employment to any Business Related Employee on the same terms as required hereunder for offers of employment to Business Employees; provided, however, that Purchaser must offer employment to such Business Related Employees no later than thirty (30) days following the date on which a list of such Business Related Employees is provided to Purchaser. The position offered to each Business Employee, each Additional Employee and each Business Related Employee must be a Comparable Job. Subject to the provisions of this Section 9.6, Transferred Employees will be subject to the employment terms, conditions and rules applicable to other employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (b) Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment assume the Fleet Boston Divestiture Severance Plan and all obligations for all severance benefits payable pursuant to each Applicable Employee. Notwithstanding anything herein such plan (the "Assumed Severance Obligations") to the contrary and except as provided in an individual employment Contract with any Applicable Business Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made whom Purchaser does not provide a Comparable Job in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (iSection 9.6(a) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellershereof; provided, however, that transitional assistance programs for which Purchaser shall be responsible under the Fleet Boston Divestiture Severance Plan shall be limited to outplacement services. For a period of one (1) year following the Closing Date, Purchaser shall provide severance benefits to any Transferred Employee who is terminated by Purchaser on or after the Closing Date pursuant to the terms of the Fleet Boston Divestiture Severance Plan. Purchaser shall compute severance benefits by giving all Transferred Employees full credit for all years of service with Sellers, their Affiliates and predecessors. After the one (1) year period provided for herein, Purchaser shall provide Transferred Employees with severance benefits in accordance with Purchaser's severance policy, if any, crediting Transferred Employees with years of service as provided under this Agreement. (c) Each Business Employee, Additional Employee and Business Related Employee shall be offered employment subject to the following terms and conditions: (i) Salary or base wages shall be equivalent to the base salary or base wage paid by the applicable Seller to such employee as of the close of business on the Closing Date until such time that Purchaser's compensation policies would entitle such employee to an increased salary or base wage; and (ii) Vacation benefits shall be equivalent to vacation benefits provided by the applicable Seller to such employee as of the close of business on the Closing Date, until December 31, 2000. Any vacation balance to which such employee is entitled in the year of Closing shall carry over to Purchaser. As of January 1, 2001, Transferred Employees shall receive in the aggregate for vacation, sick and personal days the amount of paid time off to which they are entitled under Purchaser's policies as in effect then and from time to time thereafter. (d) Purchaser shall treat each Transferred Employee as a new hire of Purchaser (other than a Transferred Employee who is not a full-time active employee, who for purposes of this Section 9.6(d) shall not be treated as a new hire under this Section 9.6(d) until such Transferred Employee becomes a full-time active employee of Purchaser) but shall provide each Transferred Employee with the following: (i) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/40l(k) plan or plans of Purchaser, based on each plan's eligibility criteria as of the close of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with a Seller, its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or plans. (ii) Each Transferred Employee will be eligible to participate in the Purchaser's qualified employee stock ownership plan, based on such plan's eligibility criteria as of the close of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with a Seller, its Affiliates and predecessors in determining eligibility to participate, vesting, benefit accrual and eligibility to receive benefits in Purchaser's pension plan(s); provided, however, that (i) such crediting of service shall not operate to duplicate any benefit to or the funding of any benefit for any period of service and (ii) such Transferred Employee shall become eligible to participate in Purchaser's employee stock ownership plan on January 1, 2001 if he or she is employed by Purchaser or one of its Affiliates as of such date. (iii) Each Transferred Employee will receive credit for years of service with a Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility (except as provided in subparagraph (d)(ii) above) in Purchaser's other miscellaneous benefits programs, including but not limited to, vacation, severance, leaves of absence, education assistance, sick leave, short and long-term disability plans and other similar benefits. (iv) On the funding Closing Date each Transferred Employee (other than a Transferred Employee who is not a full-time active employee, who for any such benefit. Such benefits purposes of this Section 9.6(d)(iv) shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by treated as a new hire under Section 9.6(d)(iv) until such Transferred Employees under Employee becomes a Parent full-time active employee of Purchaser) will become immediately eligible to participate in the Purchaser's health and welfare plans, including but not limited to, dental, life insurance and short and long-term disability plans, as such plans may exist, on the same basis as other similarly-situated employees of Purchaser. Purchaser shall waive any pre- existing condition limitations with respect to such Transferred Employee Benefit Plan and his or her dependents. Purchaser shall cause each such Transferred Employee to be eligible as of the Closing DateDate for at least the amount of insurance coverage that he or she maintained under the applicable Seller's plans, and credit shall be provided for any deductible or out-of-pocket amounts paid by without requiring such Transferred Employee during to provide any evidence of insurability, except to the plan year in which extent that the amount of such Transferred Employee's insurance coverage exceeds $680,000; (v) Upon conclusion of his or her short term disability or temporary leave of absence, subject to the terms and conditions of Purchaser's plans and policies and applicable law, each Transferred Employee on such leave as of the Closing Date occurs(other than a Transferred Employee who is not a full-time active employee, who for purposes of this Section 9.6(d)(v) shall not be treated as a new hire under this Section 9.6(d)(v) until such Transferred Employee becomes a full-time active employee of Purchaser) shall receive the greater of the salary and vacation benefits in effect (y) when he or she went on leave or (z) upon the conclusion of such leave to the extent that such Transferred Employee is entitled to any pay increase or vacation entitlement during such leave of absence pursuant to the applicable Seller's leave of absence policies, shall otherwise be treated as a Transferred Employee and shall be offered by Purchaser the same or a substantially equivalent position to his or her position with Sellers prior to the leave; and (vi) To the extent that Purchaser provides any Transferred Employee with benefit or other plans and such plans accept cash roll-overs, Purchaser shall allow such Transferred Employee to roll over into such plans any cash distributions or contributions received from Sellers or their respective plans, including any outstanding loan balances from a Seller's qualified or thrift retirement plan. (e) No later than one (1) year following the Closing Date Purchaser shall pay the Stay Bonus Payments. (f) Purchaser shall be responsible for all obligations (including obligations to provide notices) or liabilities, if any, which may arise in connection with any Transferred Employee under the WARN Act. Purchaser shall indemnify and hold Sellers harmless for any WARN Act obligations or liabilities of Sellers that are triggered by any mass layoff, plant closing or other employment action by Purchaser within the ninety (90) day period following the Closing Date.

Transferred Employees. Effective (a) As soon as reasonably practicable and in any event within fourteen (14) days of the date hereof, Seller shall deliver to Buyer a true and complete list of all Employees by name, date of hire and position, as of the Closing Datedate hereof, Purchaser or one together with their most recent performance evaluations, current salaries and other compensation arrangements; provided that Seller shall not release a performance evaluation without having first obtained the written consent of its Affiliates shall make an offer of employment to each Applicable the respective Employee. Notwithstanding anything herein Seller shall promptly notify Buyer of the hiring and identity of additional employees by Banks. Buyer shall communicate to Seller those Employees whom Buyer wishes Banks to retain at least 30 business days prior to the contrary and except Effective Time. Those Employees of Banks who remain employed by Banks as provided in an individual employment Contract with any Applicable Employee or of the Effective Time shall be referred to as required by "Transferred Employees." Subject to the terms provisions of an Assumed Planthis Article VIII, offers of employment to Applicable Transferred Employees whose employment rights are will be subject to the UAW Collective Bargaining employment terms, conditions and rules applicable to other employees of Buyer. Nothing contained in this Agreement shall be construed as an employment contract between Buyer and any Transferred Employees. (b) To the extent permitted under Buyer's 401(k) plan, Seller and Buyer shall cooperate in arranging for the transfer to Buyer's 401(k) plan, as soon as practicable after the Effective Time and in a manner that satisfies Sections 414(l) and 414(d)(6) of the Closing DateInternal Revenue Code, of those accounts held under Seller's 401(k) plan on behalf of Transferred Employees. (c) Seller shall be made in accordance with have the applicable terms and conditions of right to continue to employ after the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee Effective Time any employee who is not covered a Transferred Employee, or to release any such employee in its sole discretion. (d) Each Transferred Employee shall be provided continued employment by Buyer, Banks or a subsidiary or affiliate of either subject to the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for following terms and conditions: (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect Except as of immediately prior to the Closing Date and (ii) specifically provided herein, Transferred Employees shall be provided employee pension and welfare benefits, Contracts and arrangements benefits that are not no less favorable in the aggregate than those listed on Section 4.10 provided to similarly situated employees of Buyer. Buyer shall provide such Transferred Employee with credit for the Sellers’ Disclosure ScheduleTransferred Employee's period of service with Seller or Banks (including service credited from First Interstate Bancorp towards the calculation of eligibility for such purposes as vacation, but severance and other benefits and participation and vesting in Buyer's qualified pension or profit sharing plan, as such plans may exist, but, except as set forth in (iv) below and for vacation, not including for purpose of benefit accruals, including, without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to any Retained Planperiod prior to the Effective Time). (ii) Each Transferred Employee shall be eligible to participate in the medical, equity dental or equity-based compensation other welfare plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubtBuyer, each Applicable Employee on layoff statusas such plans may exist, leave status or with recall rights effective as of the Closing Date, Effective Time and any pre-existing conditions provisions of such plans shall continue in be waived with respect to such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee, provided that if Buyer's relevant health or disability insurance policy or plan has a pre-existing condition limitation and an Employee's condition is being excluded (as a pre-existing condition) under Seller's plan as of the Effective Time, Buyer may treat such condition as a pre-existing condition for the period such condition would have been treated as a pre-existing condition under Seller's plan under which such employee would have been covered.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a (iii) shall prohibit Purchaser or any of its Affiliates from terminating the employment of With respect to any Transferred Employee after the Closing Dateon a short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that Buyer's plans and policies and applicable law, each Transferred Employee on such leave shall receive the intent of this Section 6.17(a) is to provide salary and vacation benefit in effect when he or she went on leave, shall otherwise be treated as a seamless transition from Sellers to Purchaser of any Applicable Transferred Employee subject and, to the UAW Collective Bargaining Agreementextent practicable, may be offered by Buyer the same or a substantially equivalent position to his or her position with Seller prior to leave. (iv) Until April 1, 1998, each Transferred Employee shall be eligible for benefits under the severance plans referred to in Schedule 2.1(q). Except Buyer shall be responsible for Applicable all payments and benefits due to Transferred Employees under the severance plans referred to in Schedule 2.1(q) with non- standard individual agreements providing for the exception of payments and benefits arising out of claims that Buyer's benefit plans, programs, policies, and practices do not provide participants in the severance benefits, until plans with compensation and benefits at least substantially similar in the first anniversary aggregate to those provided under the plans in effect with respect to the Transferred Employees on April 1, 1996. Seller shall have the right, but not the obligation, to compensate the Buyer for the cost of obtaining comparable benefits so as to avoid the Closing Dateoccurrence of a "triggering event" under applicable severance plans. Buyer agrees to cooperate with any action taken by Seller to identify and implement any supplements to the compensation and benefits with respect to the Transferred Employees. After April 1, Purchaser further agrees and acknowledges that it shall provide to 1998, each Transferred Employee who is continuously employed by Buyer as of the Effective Time, shall be eligible for benefits under any severance or similar plans maintained by Buyer with credit for the period of years of credited service with Seller towards the calculation of benefits. (e) Except as provided herein, Seller shall pay, discharge and be responsible for (i) all salary and wages arising out of or relating to the employment of the Employees before the Effective Time, and (ii) any employee benefits (including, but not covered by the UAW Collective Bargaining Agreement limited to, accrued vacation) arising under Seller's employee benefit plans and whose employment is involuntarily terminated by Purchaser or its Affiliates on or employee programs prior to the first anniversary of the Closing Date, severance benefits that are Effective Time (but not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or including any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Planfuture retiree medical benefits), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing including benefits with respect to the same extent as such Transferred Employee was entitled as of immediately claims incurred prior to the Closing Date Effective Time but reported after the Effective Time, consistent and in accordance with Seller's past practices and all applicable contractual, statutory, and regulatory requirements. From and after the Effective Time, Buyer shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to credit the employment of the Transferred Employees by Buyer on and after the Effective Time, including all claims for such service welfare benefit plans incurred on or after the Effective Time. Seller shall promptly inform Buyer of any Employee who resigns prior to the Effective Time. Claims are incurred as of the date of injury or illness notwithstanding when the services are provided or disability benefits paid. (f) Buyer agrees to cooperate with any action taken by Seller to identify and implement (at an agreed-upon cost to Buyer) supplements to the compensation and benefits of the Transferred Employees to reduce where possible Seller's obligations under any the assumed severance obligations referred to in Schedule 2.1(q) to provide Transferred Employees with compensation and benefits at least substantially similar in the aggregate (in terms of benefit levels and/or reward opportunities) to those provided for under employee benefit plans, programs or arrangements programs, policies and practices of any Seller on April 1, 1996 (the effective date of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursits merger with First Interstate Bancorp).

Transferred Employees. Effective (i) Seller has delivered to PPA a list of all of the employees of Crown and Electric who are employed at the Facility (each, an "Employee" and collectively, the "Employees") as of the Closing Datemost recent date for which such information is available. PPA shall have the right, Purchaser or one upon reasonable advance notice and in a manner which is not disruptive to the Business, following the execution of this Agreement, to interview and negotiate with Employees in order to determine which Employees will be offered employment by PPA. Immediately prior to Closing, Seller shall terminate the employment of each of its Affiliates respective Employees. Ten (10) business days prior to Closing, Seller shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided advise PPA in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as writing of the Closing Date, shall be made in accordance with the applicable terms and conditions number of the UAW Collective Bargaining Agreement and Purchaser’s obligations Employees which constitute at least ninety percent (90%) of those Employees entitled to protection under the Labor Management Relations WARN Act of 1974, as amended. Each and PPA shall offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To Buyer, effective no later than the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable day following the Closing Date, terminate the employment to such number of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the The process for PPA to offer re-employment of any Transferred Employee to Employees who are subject to a collective bargaining agreement after the Closing Date, subject to shall be in accordance with the terms and conditions of the UAW Collective Bargaining Agreementapplicable collective bargaining agreements. It is understood Such Employees who are offered employment by PPA and elect to become employees of PPA are hereinafter referred to as "Transferred Employees" and shall be deemed to have become employees of PPA as of the time the Closing becomes effective. (ii) PPA represents to Seller that it does not intend to implement a "plant closing" or a "mass layoff" as those terms are defined in the intent Worker Adjustment and Retraining Notification Act ("WARN Act") at or in respect of this Section 6.17(athe Facility within ninety (90) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary days of the Closing Date, Purchaser further agrees . PPA shall be responsible for and acknowledges that it shall provide indemnify and hold harmless Seller from any and all claims or liability under the WARN Act arising from (a) a breach of Buyer's agreement with respect to each Transferred Employee who is not covered by hiring contained in Section 8.1(i) or (b) a "plant closing" or "mass layoff" in violation of the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of WARN Act occurring after the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective As of the Closing Date, the employees of the Company (and Affiliate of Company) who are actively employed by the Company (and/or by any Affiliate of Company) (the “Active Employees”) and all of the key employees of the Company (or Affiliate thereof) (the “Key Employees”) shall be offered employment by either Buyer or one of its Affiliates (the “Employer”). The Company shall use its commercially reasonable efforts to cause substantially all of the Active Employees and all of the Key Employees to accept employment with the Employer prior to the Closing and will use its commercially reasonable to cause all Active Employees to accept employment with the Employer within ten (10) Business Days of the Closing; provided, however, to the extent that the employment of an Active Employee is subject to a work visa (a “Foreign Employee”) such ten (10) day period shall be extended for such time as necessary for the Foreign Employee to have the necessary paperwork to be employed by the Employer completed so long as such extended period does not exceed forty-five (45) Business Days after the Closing Date. The Foreign Employees of the Company are set forth on Schedule 4.9(a). Not later than the Closing Date (or such later date as may be agreed in writing by Buyer or, in the case of certain Active Employees and Foreign Employees, such longer period specified in the preceding sentence), the Company shall have terminated the employment of all Active Employees. The Employer shall not offer employment to any employees of the Company who, as of the Closing Date, Purchaser are absent from active employment with the Company for any reason (including as a result of layoff or one leave of its Affiliates shall make an offer of absence) (the “Inactive Employees” and, together with the Active Employees and the Key Employees, the “Company Employees”). The Active Employees and Key Employees who accept employment to each Applicable Employee. Notwithstanding anything herein to with the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, Employer shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, referred to herein as amended. Each offer of employment to an Applicable Employee “Transferred Employees.” The Company Employees who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in offered employment with, or who do not accept employment with, the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equityEmployer shall be referred to herein as “Non-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred EmployeeEmployees.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) Agreement shall prohibit Purchaser limit the Employer’s ability to modify the salary, wage, benefit or any of its Affiliates from terminating overall compensation level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause. Except as described in this Section 4.9, neither Buyer nor any of its Affiliates shall have any Liability with respect to any Non-Transferred Employee or former employee or retiree of the Company (except with respect to individuals subsequently hired by the Buyer or any of its Affiliates)(including any Person currently covered by any benefit plan of the Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). The Company shall be solely responsible for the payment of all wages, subject salaries and other compensation and employee benefits (including any commissions, accrued vacation, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the terms execution, delivery or performance of this Agreement), retirement and conditions any other benefits, premiums, claims and related costs) based on or arising under employment with the Company of the UAW Collective Bargaining AgreementCompany Employees or arising under any applicable Law or Legal Requirement as applied to Company or any Affiliate, including without limitation, the Transferred Employees. It is understood that Without limiting the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser foregoing, the Company shall be responsible for the payment of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance accrued bonuses, vacation pay, severance, notice pay, supplemental pension, gratuity, retirement, deferred compensation and any other benefits, until at least the first anniversary of premiums, claims and related costs owed to, or accrued with respect to any Transferred Employees up to the Closing Date. Buyer shall be solely responsible for the payment of all wages, Purchaser further agrees salaries and acknowledges that it shall provide other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, bonuses, retirement and any other benefits, premiums, claims and related costs) to each any of the Transferred Employee who is not covered by Employees arising solely out of their employment with the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Employer or its Affiliates on or prior to the first anniversary of after the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one Neither Buyer nor any of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service assume any Liability with Sellers and each respect to any Employee Benefit Plan of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers Company or any Affiliate or other employee benefit plan of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee kind or nature maintained by the funding Company or Affiliate thereof for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan of their employees, former employees or retirees, except as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year set forth in which the Closing Date occursthis Section 4.9.

Transferred Employees. (a) Prior to the Closing Purchaser shall offer, or cause to be offered, employment, effective as of the Closing, to any Employee and any other employee employed by the Business (each, a "Designated Employee"); provided that Purchaser may in its sole discretion decline to offer employment to up to eight (8) of the Designated Employees. Such offers of employment shall be on terms and conditions consistent with Purchaser's customary employment policies. Purchaser shall provide written notice to Seller as to which of the Designated Employees, if any, it does not intend to offer employment at least three (3) Business Days prior to the Closing. Designated Employees who accept such offers of employment with Purchaser as of the Closing are referred to herein as the "Transferred Employees." Promptly following the date on which the New Jersey Board of Public Utilities conducts a hearing with respect to the Required Consent within its jurisdiction (and provided that such Required Consent is approved at such hearing) but not more than seven (7) Business Days prior to the anticipated Closing Date, Seller and Purchaser shall jointly conduct a meeting with all Designated Employees to present the separation and hiring process Seller and Purchaser agree shall be associated with the Closing and Purchaser's expected employment and benefits policies (the "Employee Meeting"). (b) For purposes of determining eligibility to participate in any 401(k) plan made available by Purchaser to Transferred Employees after the Closing and for entitlement to vacation, which shall be in accordance with Purchaser's vacation policy (but not for severance benefits or accrual of pension benefits), service with Seller (and predecessor employers to the extent Seller provides past service credit) shall be treated as service with Purchaser. (c) Effective as of the Closing DateClosing, Purchaser shall be responsible for providing severance benefits to any Transferred Employee who is terminated by Purchaser after the Closing. Such severance benefits (whether provided pursuant to a plan, policy or one of its Affiliates other arrangement) shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as be provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement same terms, conditions and eligibility requirements applicable to similarly situated employees of Purchaser as of the Closing Date(or, (i) if no such plan, policy or arrangement is in place as of the Closing, then in accordance with the terms of any plan, policy or arrangement as was in existence at any point within one year prior to the Closing or (ii) if no such plan, policy or arrangement was in place within the preceding year, then a minimum of three weeks of base salary as the severance benefit). Such severance benefits shall continue to be available for a period of at least six (6) months following the Closing. (d) Should Purchaser maintain a 401(k) or comparable savings plan, such plan shall accept eligible roll-overs by Transferred Employees. (e) Seller shall treat any unused vacation days accrued by Transferred Employees as of the Closing under the applicable vacation policy of Seller, and Purchaser shall have no responsibility or liability with respect to such accrued vacation days. (f) Purchaser and Seller shall, to the extent possible, (i) treat Purchaser as a "successor employer" and Seller as a "predecessor," within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees to be employed by Purchaser for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act and (ii) in accordance with the Alternative Procedure described in Section 5 of IRS Revenue Procedure 96-60, cooperate with each other to avoid the filing of more than one IRS Form W-2 with respect to each such Transferred Employee for the calendar year in which the Closing occurs. (g) Seller shall be made responsible, and Purchaser shall have no responsibility or liability, for providing health care continuation coverage and notice of such coverage to Designated Employees or their eligible dependents, without regard to whether the entitlement to such coverage (or notice of such coverage) arises in connection with the transactions contemplated by this Agreement. Seller's obligations with respect to continuation coverage shall continue for the full continuation coverage period set forth in Section 602(2)(A) of ERISA and in accordance with the applicable terms and conditions Treasury regulations under section 4980B of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amendedCode. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement Purchaser shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, notify Seller as soon as practicable Transferred Employees become eligible and elect to participate under Purchaser's health care plan following the Closing DateClosing. (h) Purchaser shall indemnify and hold Seller Indemnified Parties harmless against all liabilities or obligations, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Dateif any, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received which may arise under the applicable Benefit Plans listed on Worker Adjustment Retraining Notification Act, 29 U.S.C. Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser 2101 et seq., or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements provision of any federal or state law, rule, or regulation arising as a result of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or Purchaser's conduct following the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursClosing.

Transferred Employees. Effective (a) Any Employee of Seller or its Affiliates who commences employment with Purchaser or its Affiliate as of the Closing, shall be referred to herein as a “Transferred Employee”. Nothing herein shall obligate Purchaser or any Affiliate of Purchaser to employ the Transferred Employees for any specific time period. Without limiting the generality of Section 2.4, Seller shall retain (A) all liabilities with respect to any and all employees who are not Transferred Employees and (B) except for the Assumed PTO, all liabilities associated with the Transferred Employees accrued, or which are in any way related to any actions or omissions of Seller (including the termination of employment with Seller) occurring, on or prior to the Closing Date, Purchaser whether known or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein unknown to the contrary and except as provided in an individual employment Contract with Seller or Purchaser at the time of Closing, all of which are Excluded Liabilities. (b) The Parties intend that for purposes of any Applicable Employee severance obligations arising under any Law, Contract, or as required by the terms of an Assumed Benefit Plan, offers of employment to Applicable Employees whose employment rights are subject to including any notice, compensation or benefits payable during a termination notice period, the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered transactions contemplated by the UAW Collective Bargaining this Agreement shall provide, until at least the first anniversary not constitute a severance of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after prior to or upon the Closing Date, subject to the terms and conditions consummation of the UAW Collective Bargaining AgreementTransactions, so that Transferred Employees will be offered continuous and uninterrupted employment immediately before, during and immediately following the Closing. It is understood that the intent Seller shall be solely responsible for, and shall indemnify, defend and hold harmless Purchaser from and against, all liabilities in respect of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser claims made by any employee of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Seller or its Affiliates (including any Transferred Employee) for severance, termination and/or notice obligations arising under any Law (including WARN), Contract, or Benefit Plan, including any notice, compensation or benefits payable during a termination notice period (including claims for constructive dismissal, termination indemnities, any damages arising from a breach of such Employee’s employment contract, and any payments required to be made under any applicable Law or any change in control severance plan or arrangement, or similar plan or arrangement in respect of the termination of such Employee’s employment), arising on or prior to the first anniversary of Closing. (c) During the period prior to the Closing Date, severance benefits that are not less favorable than Seller shall use commercially reasonable efforts to make Business Contractors directly engaged by Seller available to Purchaser for the severance benefits purpose of allowing Purchaser to interview each such Transferred Employee would have received under Business Contractor and determine the applicable Benefit Plans listed on Section 4.10 nature and extent of each such Business Contractor’s continuation of services to the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation Business after the Closing that is not an Assumed Plan)Closing, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursif any.

Transferred Employees. Effective As of the Closing Date, Buyer shall offer employment to all employees of Seller actively employed in the Business as of the Closing Date other than those employees receiving Severance Payments (the "BUSINESS EMPLOYEES"); PROVIDED, HOWEVER, that Buyer shall have no obligation to offer employment as of the Closing Date to any employee of Seller who, as of the Closing Date, Purchaser is absent from active employment with Seller for any reason (including as a result of layoff, leave of absence, illness or one injury) and who Buyer reasonably expects not to be able to perform all of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided his or her regular duties in an individual employment Contract with any Applicable Employee his or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of her respective position within 30 days after the Closing DateDate (the "INACTIVE EMPLOYEES"). To facilitate Buyer's obligations to offer employment under this Section 7(l), Seller shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately provide Buyer within a reasonable period prior to the Closing Date (and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed again on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date) a true, shall continue in complete and accurate list of each Business Employee and each Inactive Employee, including the date such Inactive Employee changed from active to inactive status, the reason for such inactive status and/or retain such rights after Closing in and, if applicable, the Ordinary Course anticipated date of Businessreturn to active employment. Each Applicable Employee who accepts employment with Purchaser Business Employees who, on or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee immediately after the Closing Date, subject become employees of Buyer shall be referred to herein as the terms "TRANSFERRED EMPLOYEES." Except as provided in subsection (ii) below, Buyer shall not assume any liability whatsoever and conditions Seller shall retain, bear and discharge all liabilities and obligations with respect to all Inactive Employees of Seller and any other employees and former employees of Seller who do not become Transferred Employees (including liabilities under Section 4980B of the UAW Collective Bargaining AgreementCode). It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide With respect to each Transferred Employee who is Employee, Buyer shall not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser assume any responsibility whatsoever for any liabilities or its Affiliates on or obligations which occur prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits time such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser commences employment with Buyer or one of its Affiliates shall take all actions necessary in any way relate to such that Transferred Employees shall be credited for their actual and credited Employee's employment service with Sellers and each of their respective AffiliatesSeller. Except as otherwise specifically set forth herein, Seller shall have no responsibility whatsoever for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser any liabilities or any of its Affiliates in obligations which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), relate in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing way to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such Employee's employment service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurswith Buyer.

Transferred Employees. Effective as of (a) No less than five Business Days before the Closing Date, Purchaser or one of its Affiliates shall make an offer made offers of employment to each Applicable EmployeeProspective Employee who was employed by Seller as of the date Purchaser issued its offer of employment. All such employees of Seller who (i) accept Purchaser’s offer of employment within the time period specified in Purchaser’s offer and (ii) execute and deliver non-competition, non-solicitation, confidentiality and other similar agreements if so requested by Purchaser are hereinafter referred to as the “Transferred Employees.” Subject to the foregoing, the employment of the Transferred Employees with Purchaser shall be considered effective as of the Business Day immediately following the Closing and their employment by Seller shall terminate as of the Closing Date (the “Employee Transfer Date”). Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are but subject to the UAW Collective Bargaining Agreement as of the Closing DateSection 7.1(c) and (e) herein, shall be made (A) nothing in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining this Agreement shall provide, until at least create any obligation on the first anniversary part of Purchaser to continue the Closing Date, employment of any Transferred Employee for (i) base salary any definite period or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to under any specific terms following the Closing Employee Transfer Date and (iiB) nothing in this Agreement shall preclude Purchaser from altering, amending or terminating any of its employee pension and welfare benefitsbenefit plans, Contracts and arrangements or the participation of any of its employees in such plans, at any time. (b) The Parties intend that are not less favorable in the aggregate than those listed on Section 4.10 existing contracts of employment of any of the Sellers’ Disclosure ScheduleProspective Employees will not be assumed by Purchaser as a result of the Transaction, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan rather that does not comply in all respects with TARP. For the avoidance Prospective Employees will be provided new offers of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Businessemployment. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser pursuant to Section 7.1(a) (Transferred Employees) will (i) be for a position with substantially similar duties and responsibilities, (ii) include an annual base salary or its Affiliates is not accepted, Sellers shallbase wage rate, as soon applicable, that is no less favorable than the annual base salary or base wage rate provided to the Prospective Employee immediately prior to the Closing, (iii) include a target annual bonus or other cash incentive opportunity that is no less favorable than the target annual bonus or other cash incentive opportunity provided to Prospective Employees immediately prior to the Closing, (iv) other employee benefits that are at least as practicable favorable as those made available to similarly-situated employees of Purchaser, and (v) not require the Prospective Employee to relocate his or her place of employment by 50 or more miles (except with the written consent of the Prospective Employee). Seller will and hereby does waive any restrictions contained in existing contracts of employment between Seller and the Transferred Employees to the extent necessary to allow the Transferred Employees to accept such offers of employment by Purchaser. (c) For a period of [***] following the Closing Date, terminate Purchaser will provide to each Transferred Employee (i) an annual base salary or base wage rate, as applicable, that is no less favorable than the annual base salary or base wage rate provided to such Transferred Employee immediately prior to the Closing, (ii) a target annual bonus or other cash incentive opportunity that is no less favorable than the target annual bonus or other cash incentive opportunity provided to such Transferred Employee immediately prior to the Closing, and (iii) other employee benefits that are at least as favorable as those made available to similarly-situated employees of Purchaser. (d) Seller will take all action reasonably necessary to cause each Prospective Employee who becomes a Transferred Employee to cease active participation under all Seller Plans as of 11:59 p.m. E.T. on the Closing Date, or such other time as is required pursuant to the relevant Seller Plan or as otherwise agreed by Seller and Purchaser, in each case to the extent permitted by applicable Legal Requirements. Seller shall take all action necessary to cause all accounts of Transferred Employees in the FORMA Therapeutics 401(k) Plan to become fully vested effective as of the Employment Transfer Date. Seller will be solely responsible for all obligations and liabilities, including obligations and liabilities for severance or termination pay or benefits under any Seller Plan or any other plan, program, policy or applicable Legal Requirements with respect to or related to any employee of Seller (each a “Current Employee”) that accrues on or prior to the Closing. Purchaser will be solely responsible for all obligations and liabilities, including obligations and liabilities under applicable Legal Requirements, and for retention, severance or termination pay or benefits under any of Purchaser’s plans, programs, policies, in each case that accrue with respect to the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee with Purchaser after the Closing Date. (e) Seller shall take all action necessary to allow any Transferred Employees whose stock option vesting will accelerate on the Closing as part of their retention agreement with Seller to exercise such vested stock options issued under the FORMA Therapeutics Holdings, subject Inc. 2019 Stock Incentive Plan for the [***] period immediately following the Closing Date. (f) Seller will retain responsibility for and continue to pay all expenses and benefits under the terms Seller Plans and conditions all medical, dental, health, hospital, life insurance and disability expenses and benefits with respect to claims incurred (whether or not reported) under the Seller Plans by eligible Transferred Employees and their spouses and eligible dependents. Seller shall be responsible for providing, or causing to be provided, continuation coverage to employees of Seller (and their covered dependents) who do not become Transferred Employees and to Transferred Employees (and their covered dependents) under each of its applicable health plans with respect to all qualifying events under COBRA and comparable state Laws which occur before the UAW Collective Bargaining AgreementEmployee Transfer Date. It is understood that On and following the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of calendar day immediately following the Closing Date, Purchaser further agrees and acknowledges that it shall provide to credit each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser with his or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited her service with Sellers and each of their respective Affiliates, Seller or any Affiliate for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersPurchaser’s leave policies; provided, however, provided that such crediting recognition of service shall will not operate to duplicate any benefit benefits with respect to any such Transferred Employee or Employee. On and following the funding for any such benefit. Such benefits shall not be subject calendar day immediately following the Closing Date, with respect to any exclusion for group health plans under which Transferred Employees are eligible to receive benefits from Purchaser, Purchaser will make commercially reasonable efforts to cause the applicable insurer to (i) waive any pre-existing conditions or limitations and eligibility waiting periods (to the extent such conditions were satisfied by limitations or waiting periods did not apply to a Transferred Employee and his or her eligible dependents under the comparable plans of Seller or any Affiliate of Seller in which such Transferred Employees under a Parent Employee Benefit Plan as of participated on the Closing Date) with respect to a Transferred Employee and his or her eligible dependents and (ii) give each Transferred Employee credit, for the plan year in which the Transferred Employee becomes eligible to receive benefits under such plans, towards applicable deductibles and credit shall be provided for any deductible or annual out-of-pocket amounts paid by such Transferred Employee limits for expenses actually incurred with respect to equivalent benefits during the plan year in which the Closing Date occursoccurs to the extent Seller provides such information regarding such expenses incurred to Purchaser; provided, however, that Purchaser shall not be required to make any out-of-pocket payments with respect to such co-pays or deductibles; provided further, however, that Purchaser shall only be required to take the actions in clauses (i) and (ii) above to the extent permitted under Purchaser’s employee benefit plans, or that may be permitted by amendment of such plans. (g) On the Closing Date (or on such later date as the applicable Seller plan, policy, program or agreement may provide), Seller shall pay to the Transferred Employees: (i) all salaries earned prior to the Closing Date, (ii) an amount equal to the value of all earned but unused paid time off (including all vacation time, sick days and other time off) under Seller’s Paid Time Off (PTO) policy, (iii) any bonus, commissions, retention, severance or other payment or other form of compensation or benefit that is created, accelerated, accrues or becomes payable by Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement, and (iv) any 2019 bonus earned under Seller’s bonus program (collectively, the “Seller Transferred Employee Payments”). In no event shall Purchaser have any responsibility or Liability for payment of any vacation or bonus earned or accrued by a Transferred Employee during his or her employment with Seller. (h) The Parties will cooperate with each other to give effect to the provisions set forth in this Section 7.1 (Transferred Employees).

Transferred Employees. Effective (a) Purchaser has made offers of employment to the Employees set forth on Schedule 8.1(a). Such individuals who accept such offers by the Closing Date and any Employees who, within the thirty day period following Closing, are offered such employment by Purchaser and accept the offer are hereinafter referred to as the "Transferred Employees." Purchaser will provide to Transferred Employees such compensation, welfare and benefit plans as Purchaser may determine appropriate in its sole discretion. (b) Notwithstanding anything in this Agreement to the contrary, Purchaser shall not, and shall cause its Affiliates not to, offer employment to (i) any Excluded Employee or (ii) any employee of Seller Parent or its Affiliates on the Closing Date other than the Transferred Employees (collectively, "Restricted Employees") and, for one (1) year after the Closing Date, Purchaser shall not, and shall cause its Affiliates not to, whether for their own account or one for the account of any Person, solicit, or offer employment to any Person that is a Restricted Employee on the Closing Date; provided, however, that Purchaser and its Affiliates shall make an offer not be prohibited from initiating searches for employees through the use of employment general advertisement or through the engagement of firms to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements conduct searches that are not less favorable in targeted or focused on the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, Restricted Employees nor shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of and its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employeebe prohibited from hiring any such person who initiates employment discussions with them.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. (c) Nothing in this Section 6.17(a) Article VIII shall prohibit be deemed to require Purchaser or any of its Affiliates from terminating to continue the employment of any Transferred Employee after the Closing Date, subject . (d) Pursuant to the terms "Standard Procedure" provided in section 5 of Revenue Procedure 2004-53, 2004-34 I.R.B. 320, (i) Purchaser, Seller Parent and conditions Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller Parent and Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees, and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the UAW Collective Bargaining Agreement. It is understood year during which such Employees are employed by Purchaser that includes the intent Closing Date, excluding the portion of this Section 6.17(asuch year that such Employee was employed by Seller Parent and Seller. (e) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject Notwithstanding anything to the UAW Collective Bargaining Agreement. Except for Applicable Employees contrary, with non- standard individual agreements providing for severance benefitsrespect to the Avilla Facility, until at least the first anniversary effective as of the Closing Date, Purchaser further agrees shall xxxxxy at least 46 Employees employed at the Avilla Facility on terms and acknowledges that it conditions substantially equivalent tx xxx employment by Seller, and Purchaser shall provide to each Transferred Employee who is not covered by continue such employment at such employment terms for a period of at least 90 days following the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior Closing Date. (f) Notwithstanding anything to the first anniversary contrary, with respect to the Zaragosa Facility, the Inglewood Facility and the Esther Lama Facixxxx, xx of the Closing Date, severance benefits Purchaser shall offex xxxxxxxxxt to and continue the employment of a sufficient number of Employees employed at such facilities on terms and conditions of employment that are not less favorable than sufficient to avoid the severance benefits such Transferred Employee would have received under imposition of any Liability to the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser Seller, Seller Parent or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each any of their respective AffiliatesAffiliates under WARN. (g) For one (1) year after the Closing Date, for purposes if Purchaser hires any person that was an employee of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Seller Parent or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of on the Closing Date, and credit Purchaser shall be provided for any deductible or out-of-pocket amounts paid by promptly notify Seller Parent of the name of such Transferred Employee during the plan year employee in which the Closing Date occurswriting.

Transferred Employees. (a) Prior to the Second Closing Date, but effective as of, and conditioned upon, the Second Closing, Parent or Purchaser shall offer employment on an at-will basis to the Key Products Employees set forth in Section 2.10(a)(i) of the Seller Disclosure Schedule, which will be effective immediately following the Second Closing (each such employee, upon accepting an offer of employment from Parent or Purchaser, a “Transferred Employee”); provided, that, Parent and Purchaser shall not be obligated to make offers of employment to those Key Products Employees who are not actively at work on the Second Closing Date other than due to vacation. In Parent’s sole discretion, Parent or Purchaser may elect to make offers of employment to those Key Products Employees who are not actively at work on the Second Closing Date due to sick leave, leave covered by the Family and Medical Leave Act, or other similar short-term absence. Neither Parent nor Purchaser shall be obligated to offer employment to the Key Products Employees set forth in Section 2.10(a)(ii) of the Seller Disclosure Schedule. (b) For the period commencing on the Second Closing and ending on December 31, 2009, Parent or Purchaser shall maintain the base salary for the Transferred Employees at the same levels that are in effect on the date hereof, except that Parent or Purchaser may reduce such base salary levels consistent with a company-wide base salary reduction implemented by Parent. (c) Effective as of the Second Closing, the Transferred Employees shall participate in Parent’s annual bonus incentive program on the same terms and conditions, including bonus target levels as similarly situated newly hired employees of Parent, provided that if Seller does not pay Transferred Employees any annual bonus at or prior to Closing Datefor 2009, Purchaser then Parent shall count service to Seller (including any Subsidiary thereof) as if such service was provided to Parent (or one any Subsidiary of its Affiliates shall make an offer Parent) for purposes of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement determining annual bonus incentive compensation for 2009 under Parent’s annual bonus incentive program. (d) Effective as of the Closing DateSecond Closing, the Transferred Employees shall be made participate in accordance with the applicable employee benefit plans and programs of Parent (the “Parent Plans”) on the same terms and conditions as those that apply to similarly situated newly hired employees of Parent, except (i) subject to Section 4.9(e), for purposes of vesting and eligibility to participate, Parent or Purchaser shall treat, and cause the applicable Parent Plan to treat, the service of the UAW Collective Bargaining Agreement Transferred Employees with the Seller (including any predecessor or Subsidiary thereof) attributable to any period before the Second Closing as service rendered to Parent or any Subsidiary of Parent; provided, that the foregoing shall not apply with respect to benefit accrual or eligibility for subsidized early retirement benefits under any defined benefit pension plan, for purposes of eligibility for retiree medical, dental or life benefits or calculating retiree healthcare premiums or to the extent that its application would result in a duplication of benefits with respect to the same period of service, (ii) Parent shall waive any pre-existing condition limitations and Purchasereligibility waiting periods for the Transferred Employees and their eligible dependents under Parent Plans that are self-insured by Parent and that provide medical and dental benefits and (iii) under Parent Plans that are self-insured by Parent and that provide medical and dental benefits, Parent shall give credit to Transferred Employees and their eligible dependents for payments made during 2009 for co-payments and deductibles under Seller Plans that provide medical and dental benefit. (e) Effective as of the Second Closing, the Transferred Employees shall be entitled to participate in Parent’s obligations severance benefits plan applicable to its U.S. based non-union employees (the “Parent Severance Plan”) on the same terms and conditions as apply to similarly situated employees of Parent and Parent shall treat the service of the Transferred Employees with the Seller (including any predecessor or Subsidiary thereof) before the Second Closing as service rendered to Parent for purposes of calculating severance pay and benefits under the Labor Management Relations Act Parent Severance Plan; provided, that such service will not apply for purposes of 1974qualifying for treatment as a retiree or a bridged retiree (as that term is defined in the Parent Severance Plan) under the Parent Severance Plan. (f) Notwithstanding anything in this Section 4.9 to the contrary, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement Seller shall provide, until at least the first anniversary of the Closing Date, be solely responsible for (i) base salary any and all Liabilities, including, without limitation, any severance and/or change in control arrangements, under the Seller Plans for all periods ending before, on or hourly wage rates initially at least equal to such Applicable Employeeafter the Closing Date for all of Seller’s base salary employees (including former employees, retirees and independent contractors), including the Transferred Employees, (ii) for any and all Liabilities for compensation and employee benefits, including, without limitation, any severance and/or change in control arrangements, for all of Seller’s employees (including former employees, retirees and independent contractors), including the Transferred Employees, for any periods ending on or hourly wage rate in effect as of immediately prior to the Closing Date and (iiiii) for any and all Liabilities for compensation and employee pension and welfare benefits, Contracts including, without limitation severance and/or change in control arrangements for all of Seller’s employees (including former employees, retirees and arrangements that are not less favorable in independent contractors), excluding the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure ScheduleTransferred Employees, but not including for any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of periods ending after the Closing Date, . Parent and Purchaser shall continue in such status and/or retain such rights be responsible only for Liabilities for compensation and employee benefits with respect to the Transferred Employees for any periods beginning after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date. (g) Beginning on the Second Closing, terminate the employment Transferred Employees will receive vacation time for service after the Second Closing on the same terms and conditions as those that apply to similarly situated newly hired employees of all Parent, provided that Parent shall count service to the Seller (including any predecessor or Subsidiary thereof) as if such Applicable service was provided to Parent solely for purposes of determining amount of vacation time available to the Transferred Employees. Nothing On or prior to the Second Closing, all of the Transferred Employees shall have utilized their accrued vacation time or been compensated by the Seller for accrued vacation time through the Second Closing in accordance with the terms of the Seller’s paid time off policy. (h) Notwithstanding anything in this Section 6.17(a) 4.9 to the contrary, nothing in this Agreement shall prohibit prevent the amendment or termination of any Parent Plan or interfere with Parent’s right or obligation to make any changes that are necessary to conform with applicable Law. Nothing contained in this Agreement shall restrict the ability of Purchaser or any of its Affiliates from terminating and/or Parent to terminate the employment of any Transferred Employee after for any reason at any time following the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining AgreementSecond Closing. It is understood that the intent No provision of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of 4.9 shall create any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefitsthird party beneficiary rights in any current or former employee, until at least the first anniversary director or consultant of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser Seller or any of its Affiliates Subsidiaries in which Transferred Employees may commence participation after respect of continued employment (or resumed employment) or any other matter. (i) At least five Business Days prior to its distribution, the Closing that is not an Assumed Plan), in Seller shall provide Purchaser with a copy of any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing communication intended to be made to any Key Products Employee relating to the same extent as Transactions and shall provide Purchaser with an opportunity to make reasonable revisions thereto within four Business Days of receipt of a copy of such communication. (j) The Seller and its Subsidiaries hereby, effective at the Second Closing, (A) release each Transferred Employee from any non-competition and/or confidentiality covenant or similar restriction that would prohibit or otherwise restrict or limit such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plansEmployee’s employment with Parent, programs or arrangements of any of Sellers Purchaser or any Affiliate other Subsidiary of Sellers; providedParent and (B) waive any and all right that the Seller or its Subsidiaries may have to seek any damages, however, that such crediting equitable remedies or other relief as a result of service shall not operate to duplicate any benefit to any such Transferred Employee Employee’s employment with Parent, Purchaser or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as other Subsidiary of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursParent.

Transferred Employees. Effective (a) Buyer will offer to employ all of the Employees effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Applicable Seller and Buyer. All such Employees whose shall be offered employment rights are subject to the UAW Collective Bargaining Agreement with Buyer in all cases (i) in a position requiring comparable skills and abilities as of such Employee's position with Seller on the Closing Date, shall be made (ii) with annual base salary, or weekly or hourly rate of pay which is equal to such Employee's pay with Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on the Closing Date, and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller on the Closing Date (a "Comparable Job Offer"). Buyer hereby agrees to pay any severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed set forth on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed PlanSchedule 8.1(a), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service Buyer shall not operate to duplicate any benefit pay severance pay or benefits to any Transferred Employee who is terminated for cause. Each Employee who accepts Buyer's offer of employment and commences employment with Buyer hereunder shall be referred to as a "Transferred Employee" for purposes of this Agreement. Buyer hereby agrees to use its reasonable best efforts to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment with Buyer, an executed release from such Transferred Employee or the funding for any such benefit. Such benefits providing that Seller and its Affiliates shall not be subject responsible for any severance claims or obligations for such Transferred Employee with respect to any exclusion severance plan, policy or practices of Seller or any of its Affiliates or predecessors. With respect to any Employee who accepts an offer of employment from Buyer who on the Closing Date is on military leave, sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment in accordance with the terms of such Employee's leave. Any such Employee will cease employment with Seller at the end of such leave of absence. (b) Seller is responsible for the filing of Forms W-2 with the Internal Revenue Service and any pre-existing conditions required filing with state tax authorities, with respect to wages and benefits paid to each Transferred Employee for periods ending on or prior to the extent such conditions were satisfied by such Transferred Employees under Closing Date. (c) Seller agrees that, for a Parent Employee Benefit Plan as period of one (1) year following the Closing Date, and credit Seller will not employ or attempt to employ any employee of the Branches not listed in Schedule 6.3(h) at one of Seller's facilities within fifty (50) miles of any of the Branches; provided, that Seller shall not be provided for precluded from hiring any deductible or out-of-pocket amounts paid Employee who has been terminated by such Transferred Employee during the plan year in which the Closing Date occursBuyer.

Transferred Employees. Effective as As of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable Offer Letter, Buyer shall offer to employ each employee and Excluded Independent Contractor of the Company set forth on Schedule 4.7(a) (the “Business Employees”) upon the same (or comparable as a whole) terms and conditions of the UAW Collective Bargaining Agreement employment, including base salary, commission, bonus and Purchaser’s obligations under the Labor Management Relations Act of 1974incentive compensation and severance, in each case as amendedset forth in Schedule 4.7(a) and shall offer to provide employee benefits in accordance with Section 4.7(c). Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect Effective as of immediately prior to the Closing Date Closing, the Company shall have terminated the employment of all Business Employees. The Business Employees who accept employment with Buyer are referred to herein as “Transferred Employees.” Buyer shall credit as time employed by Buyer each Transferred Employee’s time employed by the Company with respect to each of Parent’s and/or Buyer’s Employee Benefit Plans, as applicable, to the extent provided in Section 4.7(c). Buyer shall (i) accept transfer of the earned and accrued but unused vacation time of the Transferred Employees, with such employees’ consent, and (ii) employee pension and welfare benefitsprovide the Transferred Employees with a reasonable opportunity to use such time, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of which otherwise shall be subject to Buyer’s policies after the Closing Date. Buyer shall assume all ongoing severance obligations of the Company to the Transferred Employees, which obligations shall continue in such status and/or retain such rights be the responsibility of Buyer after the Closing Date provided, however, that, in the Ordinary Course interest of Businessclarity, the Company shall be responsible for all Transferred Employee severance obligations occurring prior to or on the Closing Date (including any severance obligation arising by reason of the termination of the Transferred Employee by the Company as provided in the second sentence of this Section 4.7(a). Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one Except as described in this Section 4.7, neither Buyer nor any of its Affiliates shall become have any Liability with respect to any Business Employee or other or former employee or retiree of the Company who is not a “Transferred Employee (including any Person currently covered by any Employee Benefit Plan of the Company who is not a Transferred Employee.” To the extent ), regardless of when such offer of employment by Purchaser Liability arises or its Affiliates is not acceptedoccurred (whether on, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser prior to or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject ). Buyer shall assume all Liabilities with respect to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each all Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of SellersEmployees; provided, however, that such crediting except as otherwise expressly provided in this Section 4.7, the Company shall pay all wages, salaries and other compensation and employee benefits (including any commissions, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of service shall not operate to duplicate this Agreement), retirement and any benefit other related benefits, premiums, claims and related costs) that become due (x) to any such of the Transferred Employee or the funding for any such benefit. Such benefits shall not be subject Employees and that relate to any exclusion for any pre-existing conditions period prior to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan or as of the Closing Date, and credit (y) at any time to any Business Employee who is not a Transferred Employee. Buyer shall be provided solely responsible for the payment of all wages, salaries and other compensation and employee benefits (including any commissions, bonuses, incentive compensation payments, severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (excluding bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other related benefits, premiums, claims and related costs) to any of the Transferred Employees arising out of their employment with Buyer on or after the Closing Date. Neither Buyer nor any of its Affiliates shall assume any Liability with respect to any Employee Benefit Plan of the Company or other employee benefit plan of any kind or nature maintained by the Company for any deductible of its employees, former employees or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursretirees.

Transferred Employees. Effective (a) Those Offered Employees who accept a Purchaser's employment offers and are hired by a Purchaser on the Closing Date (the "TRANSFERRED EMPLOYEES") shall cease to accrue benefits under any Vendor's retirement, pension, vacation, bonus, incentive and all other Employee Benefit Plans (the "VENDOR EMPLOYEE PLANS") as of the Closing Date. The Transferred Employees shall participate in the retirement, pension, vacation, bonus, incentive and all other employee benefit plans of the Purchaser or the hiring Affiliate as of the Closing Date, to the extent that such plans exist in the country of employment, upon the same terms and conditions (including plan eligibility requirements) as current employees of the Purchaser or one of its Affiliates the hiring Affiliate participating in such plans. The effective date for such participation shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of be the Closing Date, shall be made in accordance with unless it is impractical, or not permitted under the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Dateplan, for (i) base salary or hourly wage rates initially at least equal such participation to begin on that date, in which case such Applicable Employee’s base salary or hourly wage rate in effect participation shall begin as of immediately prior to soon after the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity as is practicable or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARPpermitted. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with The hiring Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by and his or her eligible dependents such credit as the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Vendor or its Affiliates on or prior to the first anniversary of the Closing DateFlex USA, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in as the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan)be, in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by who employed such Transferred Employee during the plan year in which period from June 13, 2005 until the Closing Date occursrecognized as such Transferred Employee's length of service against any service and waiting period requirements under any of such Purchaser's employee benefit plans and such Purchaser shall use reasonable commercial efforts to cause the insurers of its applicable employee benefit plans to waive any limitations on benefits relating to any pre-existing condition exclusions. Flex USA represents and warrants that Schedule 9.3 (a) identifies each Vendor Employee Plan in which any of the Employees are entitled to participate. (b) Intentionally left blank. (c) The Vendors represent and warrant that: (i) Schedule 9.3(c) lists all Transferred Employees who have been absent continually from work for a period in excess of one month as of the date of this Agreement, as well as the reason for their absence; (ii) Except as set forth in Schedule 5.18 to the Disclosure Letter, there are no complaints, claims or charges by any Offered Employee outstanding, or to the knowledge of any Vendor, threatened, nor are there any orders, decisions, currently registered or outstanding by any tribunal or agency against or in respect of any Vendor under or in respect of any employment laws with respect to any Offered Employee. (iii) Each Vendor is in material compliance with any applicable employment laws with respect to the Offered Employees.

Transferred Employees. Effective as of the Brokerage Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as expressly provided in herein, Buyer shall cause each Business Employee who accepts and commences employment with Buyer or an individual employment Contract with any Applicable Employee or as required by the terms Affiliate of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement Buyer as of the Brokerage Closing Date (the "Transferred Employees") to be provided with compensation and benefits that shall, in the aggregate, in Buyer's reasonable judgment be substantially equivalent to the compensation and benefits provided by Buyer to its similarly situated employees; provided, however, that for a period of one year following the Brokerage Closing Date, each Transferred Employee shall be made entitled to remain in substantially the same position, with the same base salary and same vacation policy as maintained by Seller as of the Brokerage Closing Date as set forth on Section 3.04(c) of the Disclosure Schedule, provided that such employee remains employed by Buyer or an Affiliate of Buyer. Nothing herein shall be construed as guaranteeing employment for any specific period of time or altering the at-will employment status of any employee. For a transition period of sixty (60) days (subject to possible extension (or earlier termination) in accordance with the applicable terms and conditions provisions of the UAW Collective Bargaining Transition Services Agreement) commencing on the Brokerage Closing Date (the "Transition Period") subject to limitations in and requirements of Applicable Laws and applicable plans and contracts, Seller or an Affiliate of Seller shall use its reasonable best efforts to cause Transferred Employees, (and Conversion Employees and Inactive Employees who commence employment with the Buyer or an Affiliate of Buyer during the Transition Period) to continue to be provided with the health and welfare benefits specified in the Transition Services Agreement in accordance with the terms thereof, and Purchaser’s obligations under Buyer shall pay Seller or an Affiliate of Seller in respect thereof as detailed in the Labor Management Relations Act Transition Services Agreement. If Seller or an Affiliate of 1974Seller, using reasonable best efforts is unable to continue to provide such coverage, Buyer or an Affiliate of Buyer shall make available to such employees health and welfare plan coverage that is substantially equivalent to the coverage then provided by Buyer to its similarly situated employees, with no break in coverage. Buyer shall not assume responsibility for the provision of benefits to any Business Employee until such employee commences employment with Buyer or an Affiliate of Buyer. Buyer shall not be precluded from modifying its employment agreements, plans, policies and practices as to its employees generally on or after the Brokerage Closing Date, provided that such changes apply to all Buyer employees who are similarly situated to the Transferred Employees, and further provided that (A) for a period of one year after the Brokerage Closing Date Buyer shall continue to provide to each Transferred Employee the same base salary and the same vacation policy as provided by Seller as of the Brokerage Closing Date, provided that such employee remains employed by Buyer or an Affiliate of Buyer; and (B) the recognition of prior service, as amendeddescribed in Section 3.04(d), shall not be eliminated. Each offer Buyer shall be solely liable in accordance with Section 3.04(g) for the provision of employment COBRA benefits to an Applicable any Transferred Employee who is not covered terminated by Buyer (or otherwise incurs a qualifying event) during the UAW Collective Bargaining Agreement shall provideTransition Period. Inactive Employees, until at least the first anniversary of the Closing Date, for Conversion Employees and Support Employees (ias hereinafter defined) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts commence employment with Purchaser the Buyer or one an Affiliate of its Affiliates Buyer shall be treated as if such employees were Transferred Employees and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, be subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser 3.04, taking into account their later commencement of any Applicable Employee subject to employment date with the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser Buyer or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursBuyer.

Transferred Employees. Effective (a) Buyer will offer to employ all of the Employees effective as of the Closing Date. Buyer will communicate offers of employment in accordance with legal requirements and in a form mutually acceptable to Seller and Buyer. All such Employees shall be offered employment with Buyer in all cases (i) in a position requiring comparable skills and abilities as such Employee's position with Seller on the Closing Date, Purchaser (ii) with annual base salary, or one weekly or hourly rate of its Affiliates pay which is equal to such Employee's pay with Seller on the Closing Date, (iii) at a work location not more than 30 miles from such Employee's work location with Seller on the Closing Date, and (iv) with a work schedule that is not changed by more than 10% from such Employee's work schedule with Seller on the Closing Date (a "Comparable Job Offer"). Buyer hereby agrees to pay severance benefits to any Employee who is not offered a Comparable Job Offer and does not otherwise accept employment with Buyer in accordance with the payment terms set forth on Schedule 8.1 (a) Each Employee who accepts Buyer's offer of employment and commences employment with Buyer hereunder shall make be referred to as a "Transferred Employee" for purposes of this Agreement. Buyer hereby agrees to cooperate with Seller in obtaining, in connection with any acceptance of an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary with Buyer, an executed release from such Transferred Employee providing that Seller and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “not be responsible for any severance claims or obligations for such Transferred Employee.” To the extent such offer Employee with respect to any severance plan, policy or practices of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser Seller or any of its Affiliates or predecessors. With respect to any Employee who accepts an offer of employment from terminating the employment of any Transferred Employee after Buyer who on the Closing DateDate is on military leave, subject sick leave, maternity leave, short-term disability or other leave of absence approved by Seller (but excluding any Employee absent by reason of long-term disability, for whom Seller will retain all liability), except as required by applicable law, Buyer need only employ such Employee for the period beginning after such absence if such Employee returns to employment in accordance with the terms of such Employee's leave. Any such Employee will cease employment with Seller at the end of such leave of absence. (b) Seller is responsible for the filing of Forms W-2 with the Internal Revenue Service and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is any required filing with state tax authorities, with respect to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees wages and acknowledges that it shall provide benefits paid to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates for periods ending on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Transferred Employees. Effective (i) Prior to the Closing, Buyer will deliver, in writing, an offer of employment to each of the Business Employees, all of which, as of the date hereof, are set forth on Schedule 5.14(a)(i)(A) (which Schedule shall be modified (x) by Seller for Business Employees who have left employment or the replacement thereof or (y) by mutual agreement of the Parties at least ten business days prior to Closing to reflect changes in the Persons comprising the Business Employees between the date hereof and the date of such modification), who remain employed with Seller immediately prior to the Closing (collectively, the “Offered Employees”). Such offer will be contingent upon the Closing and upon the applicable Offered Employee passing Buyer’s standard drug screen, criminal background check and I-9 verification, and other pre-employment screenings and requirements as set forth on Schedule 5.14(a)(i)(B), with employment to commence immediately following the Closing (other than as provided under clause (ii) below). Buyer will hire each Offered Employee who passes such pre-employment screenings and requirements and accepts Buyer’s offer of employment by the Closing Date. Each such offer of employment will be for at least the same total cash compensation opportunity (including salary and bonus opportunity, but specifically excluding any deferred compensation, defined benefit pension rights, equity compensation, retention bonus and transaction-triggered compensation) with respect to the Business in effect on the date hereof or, to the extent adjusted in the Ordinary Course after the date hereof, immediately prior to the Closing. The Offered Employees who accept such offer by the Closing Date and are hired by Buyer are hereinafter referred to as the “Transferred Employees.” (ii) The Offered Employees shall include any Business Employee set forth on Schedule 5.14(a)(i)(A) (as modified (x) by Seller for Business Employees who have left employment or the replacement thereof or (y) by mutual agreement of the Parties at least ten business days prior to Closing) who is not actively at work on the Closing Date by reason of Extended Leave who expresses an intention to return and who has received clearance to return from such Extended Leave with or without a reasonable accommodation within 365 days following the date upon which such employee’s Extended Leave began or thereafter if there is a legal obligation on the part of Seller or Buyer to employ such Offered Employee upon his or her return from any such Extended Leave, in which case Buyer shall extend an offer of employment under the same terms and conditions as Transferred Employees to such Offered Employee to commence employment with Buyer as of the date such Offered Employee returns from such Extended Leave, rather than the Closing Date. Seller shall retain financial responsibility (A) for compensation and benefits to be provided to each Offered Employee on Extended Leave as of the Closing Date unless and until the date such Offered Employee becomes an employee of Buyer in accordance with this Section 5.14(a)(ii) and (B) for long-term disability coverage as and to the extent provided for in the applicable Business Benefit Plan, in accordance with the methodology set forth on Schedule 5.14(a)(ii), for each Offered Employee who (1) is on short-team or long-term disability leave as of the Closing Date, Purchaser (2) seeks long-term disability coverage and (3) has not returned from Extended Leave as described in the first sentence of this Section 5.14(a)(ii) or one of its Affiliates shall make an offer of employment otherwise reported to work with Buyer prior to seeking long-term disability coverage. (iii) Buyer will provide each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable salaried Transferred Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to is terminated by Buyer, other than a termination For Cause, during the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to one-year period following the Closing Date with severance payments and (ii) employee pension and welfare benefits, Contracts and arrangements severance benefits that are not no less favorable in than the aggregate than those listed on Section 4.10 severance payments and severance benefits to which such Transferred Employee would have been entitled with respect to such termination under the severance policies of the Sellers’ Disclosure Scheduleapplicable Seller as set forth on Schedule 5.14(a)(iii)(A); provided that, but not including with respect to any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer termination of employment by Purchaser Buyer (or its Affiliates is not accepted, Sellers shall, as soon as practicable any Affiliate of Buyer) during the one-year period following the Closing Date, terminate other than termination For Cause, of a Transferred Employee set forth on Schedule 5.14(a)(iii)(B), Buyer shall pay or cause to be paid, such amount as is equal to the greater of (x) the amount of severance payments otherwise required to be made pursuant to the severance policies set forth on Schedule 5.14(a)(iii)(A), and (y) such Transferred Employee’s annual salary as in effect on the Closing Date immediately prior to the Closing, multiplied by a fraction, the numerator of which is the number of days following the date of such termination remaining in the one-year period following the Closing Date and the denominator of which is 365 days. Buyer will provide each salaried Transferred Employee whose employment is terminated by Buyer, other than those terminated For Cause, as determined by Buyer, following the one-year period after the Closing Date with severance payments and severance benefits in accordance with the terms of all such Applicable Employeesthe Buyer Benefit Plans (with credit for service with Seller and its Affiliates). Nothing Buyer will provide each hourly Transferred Employee whose employment Buyer terminates, other than those terminated For Cause, during the one-year period following the Closing Date with a severance payment in an amount equal to the sum of (A) 20 hours of severance pay for each year of service up to and including 15 years of service and (B) 40 hours of severance pay per year of service for each year of service exceeding 15 years; provided that, with respect to each hourly Transferred Employee (x) the minimum amount payable is 40 hours of severance pay and (y) the maximum amount payable is 1,040 hours of severance pay. In no event will a Transferred Employee, salaried or hourly, who voluntarily quits or is terminated For Cause be entitled to any amount of severance pay, nor does this Section 6.17(aprovision require Buyer to provide severance pay or benefits for a termination of employment following the one-year period after the Closing Date in circumstances where similarly situated employees of Buyer would not be entitled to severance pay or benefits under the then-current Buyer Benefit Plan relating to severance. (iv) Prior to the Closing Date, Seller shall prohibit Purchaser or any of its Affiliates from provide written notice to, and consult with, Buyer prior to terminating the employment of any Transferred Business Employee after (other than For Cause) and, prior to Closing, Seller shall provide Buyer with a complete and correct list of all Business Employees who were terminated (by date and location and whether or not For Cause) within the ninety (90) day period immediately preceding the Closing Date. Subject to Seller’s compliance with the preceding sentence, subject Buyer confirms that it is responsible for all relevant employer obligations under applicable Laws including, in respect of Transferred Employees, any notices required under the WARN Act with respect to events occurring after Closing. (v) Seller is responsible for compliance with the terms continuation coverage requirements of and conditions continuation rights under Section 4980B of the UAW Collective Bargaining Agreement. It Code with respect to “M&A qualified beneficiaries” (as such term is understood that the intent of this defined in Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary 4980B of the Closing Date, Purchaser further agrees Code and acknowledges the regulations thereunder). Buyer confirms that it shall provide to each Transferred Employee who is not covered by responsible for compliance with the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary continuation coverage requirements of Section 4980B of the Closing Date, severance benefits that are not less favorable than the severance benefits Code with respect to Transferred Employees who experience a “qualifying event” (as such Transferred Employee would have received under the applicable Benefit Plans listed on term is defined in Section 4.10 4980B of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual Code and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in regulations thereunder) which Transferred Employees may commence participation occurs after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursClosing.

Transferred Employees. Effective as of Purchaser covenants to Seller, and Seller covenants to Purchaser where applicable, that it will do or cause the following to occur: (a) Prior to the Closing Date, Purchaser shall offer employment beginning as of the close of business on the Closing Date to all of the Employees (except as provided in Section 8.3(c) above), including Employees on short term disability or one other temporary leave of its Affiliates shall make absence at the time of such offer, but not Employees on long term disability leave at the time of such offer, upon terms and conditions described in Sections 9.6(b) and 9.6(c) and subject to the Closing. The position offered by Purchaser to each Employee must be a Comparable Job. To the extent an offer of employment is made and accepted, all Employees shall be terminated by Seller and such Transferred Employees shall become employees-at-will of Purchaser at the base salary, vacation, sick, personal and other paid time off as determined by Purchaser according to Purchaser’s employment policies. Seller shall be responsible for the filing of Forms W-2 with the IRS and all required filings with state tax authorities with respect to wages and benefits paid to each Applicable Employee. Notwithstanding anything herein such employee for all periods ending on or prior to the contrary Closing Date. (b) Prior to Closing, Seller shall be responsible for and except pay all salary, compensation and employee benefits (including, without limitation, vacation, sick, personal and other paid time off) and all payroll taxes in connection therewith, for the Employees that was accrued, owed or earned for all periods on or prior to the Closing Date. Purchaser shall be responsible for and pay all salary, compensation and employee benefits (including, without limitation, vacation, sick, personal and other paid time off), and all payroll taxes in connection therewith, for the Transferred Employees that is accrued, owed or earned under Purchaser’s policies and practices for all periods after the Closing Date. (c) Purchaser shall provide each Transferred Employee with the following: (i) Immediately following the Closing, each Transferred Employee will be eligible to participate in any qualified profit sharing plan/40l(k) plan or plans of Purchaser or its Affiliates, based on each plan’s eligibility criteria as provided of the close of business on the Closing Date and shall be credited with the period of years of service recognized under Seller’s 401(k) plan in an individual employment Contract determining eligibility to participate, vesting and level of matching contributions in such plan or plans; (ii) Immediately following the Closing, each Transferred Employee will receive credit for years of service with any Applicable Seller for purposes of, and to the extent that years of service is a factor in, the calculation of wage and salary increases, benefits and waiting period eligibility in Purchaser’s or its Affiliates other miscellaneous benefits programs, including, but not limited to, vacation, severance, leaves of absence, education assistance, sick leave and other similar benefits, provided, however, that Transferred Employees will not receive such credit for benefit accrual purposes. If the Closing occurs before April 1, 2009, Purchaser will increase the wage and salary of each Transferred Employee or as required effective April 1, 2009 according to Purchaser’s increases for similarly situated employees; (iii) Subject to approval by the terms insurance company providing insured benefits under the applicable Purchaser’s fully insured welfare benefits plans (except for Purchaser’s medical plan for which no such approval is required), beginning on the first day of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of calendar month immediately following the calendar month containing the Closing Date, each Transferred Employee will become immediately eligible to participate in health and welfare plans available to Purchaser’s other similarly situated employees, including, but not limited to, medical, dental, vision, life insurance, short and long-term disability plans and retiree medical plan, as such plans may exist, without the need to provide any evidence of insurability other than for (i) supplemental group life insurance coverage in excess of $200,000, and (ii) voluntary critical illness insurance, that may be elected by a Transferred Employee. Purchaser shall waive any eligibility waiting periods and, other than under the voluntary critical illness insurance, any pre-existing condition limitations with respect to such Transferred Employee and his or her dependents, and such Transferred Employee and his or her eligible dependents shall be given credit, to the extent that the necessary information is made available to the administrator of Purchaser’s medical plan in a timely fashion, for amounts paid under a corresponding plan of Seller or its Affiliates for purposes of applying deductibles and out-of-pocket maximums as though such amounts had been paid in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under plans; (iv) Each Transferred Employee shall be allowed to remain eligible to participate in Seller’s medical, dental and vision plans (but not the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of health care flexible spending accounts) in accordance with each Transferred Employee’s election in effect on the Closing Date, through the last day of the calendar month containing the Closing Date at Purchaser’s expense, and to obtain coverage thereafter for benefits for which a Transferred Employee is eligible through Seller’s plans under the provisions of Section 4980B of the Code and Sections 601-608 of ERISA (i) base salary or hourly wage rates initially at least equal to such Applicable “COBRA”). The qualifying event for purposes of Transferred Employee’s base salary or hourly wage rate in effect as of immediately prior to COBRA continuation period will be measured from the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in coverage is subject to the aggregate than those listed Transferred Employee electing COBRA continuation coverage on Section 4.10 a timely basis. COBRA continuation coverage for the period from the Closing Date through the last day of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of calendar month containing the Closing Date, will be made available by Seller to the Transferred Employees at the “colleague rate” applicable to each respective Transferred Employee’s election on the Closing Date (rather than the full COBRA rate applicable thereafter). Purchaser shall continue reimburse Seller, within ten (10) days’ of Seller’s request, for all of Seller’s out-of-pocket costs incurred in connection with the provision of medical, dental and vision plan benefits to the Transferred Employees from the Closing Date through the last day of the calendar month containing the Closing Date, less any COBRA payments made by the Transferred Employees for such status and/or retain such rights after Closing in period. Coverage of a Transferred Employee pursuant to this subsection shall refer to the Ordinary Course coverage of Business. Each Applicable the Transferred Employee who accepts employment with and all “qualified beneficiaries” relating to the Transferred Employee; (v) Immediately following the Closing, to the extent that the 401(k) plan of Purchaser or one its Affiliates accepts cash roll-overs, Purchaser shall allow such Transferred Employee to roll over, including direct rollovers, into such plan, to the extent permitted by law, any cash distributions received from Seller’s qualified pension and 401(k) plans, excluding, however, any outstanding loan balances from Seller’s qualified 401(k) plan; (vi) Immediately following the Closing, Seller or its Affiliates shall be responsible for providing all notices and continuation coverage required under Section 4980B of the Code and Sections 601 through 608 of ERISA to all individuals who are or become “M&A Qualified Beneficiaries” (as such term is defined in Treas. Reg. § 54.4980B-9) as a result of the consummation of the transactions contemplated by this Agreement; (vii) Purchaser shall pay all severance obligations arising out of the termination of any Transferred Employee’s employment after the Closing Date promptly after such termination of employment in accordance with Purchaser’s severance plans, policies and procedures with the period of years of service with Seller credited towards the calculation of severance benefits paid by Purchaser; and (viii) Each Transferred Employee will become immediately eligible to participate in Purchaser’s health care and dependent care flexible spending accounts. Purchaser shall waive any eligibility waiting periods. (d) Purchaser shall be responsible for all obligations (including obligations to provide notices) and liabilities, if any, which may arise in connection with any Transferred Employee under the WARN Act. Purchaser shall indemnify and hold Seller and its Affiliates and commences working their respective officers, directors, employees or agents harmless for Purchaser any WARN Act obligations or one liabilities of Seller and its Affiliates shall become a “Transferred Employee.” To the extent such offer of that are triggered by any mass layoff, plant closing or other employment action by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable within any ninety (90) day period following the after Closing Date, terminate . (e) Subject to the employment provisions of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any 9.6, Transferred Employee after the Closing Date, Employees will be subject to the terms employment terms, conditions and conditions rules of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee. (f) Purchaser and Seller agree to utilize, or cause their respective Affiliates to utilize, the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(astandard procedure set forth in Revenue Procedure 2004-53, I.R.B. 204-34 (Aug. 23, 2004) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject for wage reporting with respect to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occursEmployees.

Transferred Employees. Effective (a) As soon as reasonably practicable and in any event within thirty (30) days of the date hereof, Seller shall deliver to Purchaser a true and complete list of all Branch Employees by name, date of hire and position, as of the date hereof Seller shall not release any other personnel information without having first obtained the written consent of the respective Branch Employee. Purchaser may, at its discretion, interview any and all Branch Employees. Purchaser shall make employment available to all Branch Employees on the Closing Date upon the terms and conditions described below. On and after the Closing Date, Branch Employees employed by Purchaser shall be defined as "Transferred Employees" for purposes of this Agreement. Subject to the provisions of this Section 8.7, Transferred Employees shall be subject to the employment terms, conditions and rules applicable to other employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee. (b) Purchaser may interview Branch Employees during normal working hours. Purchaser shall be solely responsible for any activity in connection with interviewing Branch Employees. Purchaser shall indemnify and hold Seller harmless from and against any claim, liability, loss, costs or expenses, including reasonable attorneys' fees, resulting or arising from Purchaser's acts or omissions in connection with such interviews. (c) Subject to the conditions set forth in Section 4.13 of this Agreement relating to employee training and orientation, Seller agrees that Purchaser shall have the right to conduct orientation sessions with Branch Employees as soon as reasonably practicable and in any event within 30 days after execution of this Agreement. The orientation sessions may include personal appearances by Purchase's senior management and will cover subject such as Purchaser's Compensation and Benefits Programs, including a Business Retention and Sales Incentive Program specifically designed for Branch Employees who become Transferred Employees on the date after the Closing Date. (d) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Base salary shall be at least equivalent to the rate of base salary paid by Seller to such Transferred Employee as of the close of business on the day prior to the Closing Date. (ii) Except as otherwise specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Purchaser. Purchaser shall provide each Transferred Employees with credit for such Transferred Employee's period of service with Seller (including any service credited from predecessors by merger or acquisition to Seller) towards the calculation of eligibility and vesting for such purposes as vacation, severance and other benefits and participation and vesting in Purchaser's qualified pension and/or profit sharing 401(k) plans, as such plans may exist (but, except as set forth in (v) below and for vacation, not for purposes of benefit accruals, including, without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to any period prior to the Closing Date). (iii) Each Transferred Employee shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, on and after the Closing Date, and, subject to insurance company approval, any preexisting conditions provisions of such plans shall be waived with respect to any such Transferred Employees; provided, however, that if Purchaser's relevant health or disability insurance policy or plan has a pre-existing condition limitation and a Transferred Employee's condition is being excluded (as a pre-existing condition) under Seller's plan as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment may treat such condition as a pre-existing condition for the period such condition would have been treated as a pre-existing condition under Seller's plan. (iv) With respect to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Dateon short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that Purchaser's plans and policies and applicable law, each Transferred Employee on such leave shall receive the intent salary and vacation benefits in effect when he or she went on leave, shall otherwise be treated as a Transferred Employee, and, to the extent practicable, shall be offered by the Purchaser the same or a substantially equivalent position to his or her position with Seller prior to having gone on leave. (v) Purchaser shall be responsible for all severance obligations arising out of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser the termination of any Applicable Employee subject to Transferred Employee's employment after the UAW Collective Bargaining Agreement. Except Closing Date in accordance with Purchaser's severance plan, policies and procedures with credit for Applicable Employees the period of years of credited service with non- standard individual agreements providing for severance Seller towards the calculation of benefits; provided, until at least however, if, before the first one year anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each any Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose experiences a reduction in base salary, a worksite relocation of more than 30 miles or a termination of employment is involuntarily terminated by Purchaser or its Affiliates on or prior for any reason other than cause (as defined by Purchaser's personnel policies and procedures), such Transferred Employee shall be entitled to severance pay in an amount at least equivalent to the first anniversary of severance pay the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 Seller's severance plan had such employee been eligible for payments under such plan. (e) Except as provided herein. Seller shall pay, discharge, and be responsible for (i) all salary and wages arising out of employment of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after through the Closing that is Date, and (ii) any employee benefits (including, but not an Assumed Plan)limited to, in any accrued vacation) arising under Seller's employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately and employee programs prior to the Closing Date (but not including medical benefits, if any, to credit for such service under any similar employee benefit plansTransferred Employees who retire after the Closing Date), programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate including benefits with respect to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions claims incurred prior to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser shall pay, discharge, and credit be responsible for all salary, wages, and benefits arising out of or relating to the employment of the Transferred Employees by Purchaser from and after the Closing Date, including, without limitation, all claims for welfare benefits plans incurred after the Closing Date. Claims are incurred as of the date services are provided or disability payments are accrued, notwithstanding when the injury or illness may have occurred. (f) To the extent permitted under Purchaser's 401(k) plan, Seller and Purchaser shall be provided cooperate in arranging for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which transfer to Purchaser's 401(k) plan, as soon as practicable after the Closing Date occursand in a manner that satisfies sections 414(l) and 411(d)(6) of the Code, of those accounts held under Seller's 401(k) plan on behalf of Transferred Employees, subject to receipt of any necessary consents and approvals of the Transferred Employees.