Common use of Transferred Employees Clause in Contracts

Transferred Employees. (i) For at least twenty four (24) months following the Closing, SRI shall cause GDTNA to either (i) maintain in effect on behalf of employees of GDTNA all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of GDTNA (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “GDTNA Benefit Plans”, true and correct copies of such GDTNA Benefit Plans have been provided to SRI), or (ii) provide all employees of GDTNA with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the GDTNA Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of GDTNA is terminated within twenty-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if GDTNA’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment. As promptly as practicable following the Closing Date, the Parties agree to cause the location of employment of each employee of GDTNA to be the Buffalo Plant or the Huntsville Test Track, as applicable, and all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI for all severance payments or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Closing, Goodyear shall cause NGY to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment.

Transferred Employees. (i) For at least twenty four During the Pre-Completion Period, each of United and Maple Leaf will identify those employees or consultants (24if any) months following who are not employed or engaged by an entity that will become a Subsidiary of JV Newco as of Completion, which such Party proposes to transfer to JV Newco or a Subsidiary of JV Newco as of Completion (each, including the Closing, SRI shall cause GDTNA to either (i) maintain in effect employees referenced on behalf of employees of GDTNA all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plansSection 6.14(a)(ii) of GDTNA (includingthe Maple Leaf Disclosure Letter, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the a “GDTNA Benefit PlansProposed Transferred Employee”, true and correct copies of such GDTNA Benefit Plans have been provided to SRI), or (ii) provide all employees of GDTNA with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable . Subject to the aggregate level provisions of compensation Section 7.2, each of United and benefits provided under the GDTNA Benefit Plans as of the Closing, provided that, Maple Leaf shall cooperate with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements each other and shall give provide to the other such employees documentation, information and assistance as is reasonably necessary to identify which Proposed Transferred Employees shall be offered employment with JV Newco or one of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occursits Subsidiaries. If the employment of any employee of GDTNA is terminated within twenty-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if GDTNA’s severance plan, if any, as in effect immediately Within ** prior to the Closing, applied to such termination of employment. As promptly as practicable following the Closing Completion Date, the Parties shall mutually agree on a final list of Proposed Transferred Employees to cause be offered employment by JV Newco or one of its Subsidiaries, as well as the location applicable Subsidiary for which each such Proposed Transferred Employee will be employed. Each such Proposed Transferred Employee who receives and accepts an offer of employment of each employee of GDTNA to be the Buffalo Plant or the Huntsville Test Track, as applicable, and all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI for all severance payments or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of NGY JV Newco or any of its Subsidiaries is terminated within twenty-four referred to as a “Transferred Employee”. (24ii) months following JV Newco shall be solely responsible for (A) the Closingpayment of all wages, Goodyear salaries and 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 any Transferred Employee, and (B) compliance with all Applicable Laws governing employment (including employment of expatriate employees), including obtaining necessary work permits and other authorizations (as applicable), relating to or arising out of the employment or service of the Transferred Employees with JV Newco or any of its Subsidiaries from and after Completion. (iii) Subject to Applicable Law (including Applicable Laws regarding confidentiality of employee information), United, Maple Leaf and their respective Affiliates shall cause NGY provide promptly to pay such employee a severance benefit that shall in no event be less thanJV Newco or any of its applicable Subsidiaries, at JV Newco’s written request, any information or paid later thancopies of personnel records (including addresses, dates of birth, dates of hire and dependent information) relating to the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if anyTransferred Employees or the service of Transferred Employees with United or Maple Leaf, as in applicable, as is reasonably necessary to effect immediately prior to the Closing, applied to such termination provisions of employmentthis Section 7.16(a)(iii).

Transferred Employees. With respect to any Company employee (ia "TRANSFERRED EMPLOYEE") For at least twenty four (24) months offered employment by Parent or the Surviving Corporation following the ClosingMerger, SRI shall cause GDTNA to either (i) maintain in effect on behalf of employees of GDTNA all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of GDTNA (includingParent or Surviving Corporation, as applicable, any shall pay and provide such Transferred Employee annual compensation, benefits, programs, arrangements, agreements bonus and other incentive opportunities (the "TOTAL CASH COMPENSATION") at a rate substantially equivalent to or policies directed or required by any collective bargaining agreement greater than such Transferred Employee's Total Cash Compensation then in effect as of with the Effective Date) as Company. In addition, Parent or Surviving Corporation shall provide benefits to Transferred Employees in effect as of the Effective Date (aggregate that are substantially equivalent to or greater than the “GDTNA Benefit Plans”, true and correct copies of such GDTNA Benefit Plans have been benefits currently provided to SRI)the Transferred Employees by the Company. In doing so, Parent or (ii) provide all employees of GDTNA with such compensation and Surviving Corporation, as applicable, may use different providers, establish its own benefit plans, programsor use its existing plans; provided, arrangementshowever, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the GDTNA Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement Company's 401(k) plan shall remain in effect through at least December 31, 2001. Parent or Surviving Corporation, as applicable, shall recognize service with the Company for purposes of eligibility, vesting and benefit calculations in any benefit plan, program, or fringe benefit arrangement, provided, however, that such time, such compensation, prior service credit does not result in duplication of benefits. For purposes of welfare or other fringe benefits, programsParent or Surviving Corporation, arrangementsas applicable, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, all limitations regarding pre-existing conditions condition exclusions, actively at work exclusions and waiting periods for Transferred Employees. During the calendar year in which the Effective Time occurs, all health care expenses incurred by Transferred Employees that were qualified to be taken into account for purposes of satisfying any deductible or actively-at-work requirements and shall give such employees of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during limit under the year in which such coverage Company's health care plans shall be taken into account for purposes of satisfying any deductible or plan modification occurs. If the employment of any employee of GDTNA is terminated within twentyout-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, of-pocket limit under Parent's or paid later than, the severance benefit, if any, to which such employee would have been entitled if GDTNA’s severance plan, if anySurviving Corporation's, as applicable, health care plans for such calendar year. Prior to the occurence of a dissolution, liquidation, merger, combination, share exchange or other reorganization (collectively, a "CORPORATE EVENT") which would result in or cause the termination of Company Stock Options outstanding under the Company Stock Option Plans prior to such time said options would otherwise terminate absent the Corporate Event (the "STANDARD TERM"), Parent covenants and agrees to treat such outstanding options in the same manner as other outstanding options to purchase Parent common stock ("PARENT OPTIONS"). Parent agrees that if necessary to treat outstanding Company Stock Options in the same manner as Parent Options, Parent will amend such outstanding Company Stock Options, including, without limitation, providing that the options survive for the Standard Term subsequent to the Corporate Event (or any subsequent Corporate Event), with such options otherwise maintaining all terms in effect immediately prior to the Closing, applied to such termination of employmentCorporate Event (or any subsequent Corporate Event). As promptly as practicable following the Closing Date, the Parties agree to cause the location of employment of each employee of GDTNA to be the Buffalo Plant Parent or the Huntsville Test TrackSurviving Corporation, as applicable, and shall give all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI Transferred Employees full credit for all severance payments vacation, sick leave, or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY comp time benefits accrued and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect not used as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Closing, Goodyear shall cause NGY to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employmentTime.

Transferred Employees. (ia) For at least twenty four (24) months following At the Homeward Closing, SRI shall cause GDTNA Altisource U.S. or its designated Affiliate will offer employment, on an “at will” basis and on terms satisfactory to either (i) maintain in effect on behalf of Altisource U.S. or its designated Affiliate, to those employees of GDTNA the Sellers set forth on Exhibit G hereto. Employees who accept Altisource U.S.’ or its designated Affiliate’s offer of employment are hereinafter collectively called “Transferred Employees”. (b) Sellers shall retain all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of GDTNA (including, as applicable, any compensation, benefits, programs, arrangements, agreements Liabilities arising under or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “GDTNA Benefit Plans”, true and correct copies of such GDTNA Benefit Plans have been provided to SRI), or (ii) provide all employees of GDTNA with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the GDTNA Benefit Plans as of the Closing, provided that, with respect to any employees that are subject compensation plans and Company Plans or arrangements sponsored, maintained or contributed to or the beneficiary of by Sellers for its employees, including, but not limited to, any collective bargaining agreement in effect at such timeretirement, such pension, savings, deferred compensation, benefitsincentive, programsbonus, arrangementsstock, agreement welfare or fringe benefit plan or arrangement, and policies Altisource U.S. shall only be implemented in accordance not have any Liability or obligation under or with respect to any such plan or arrangement. In the terms and conditions of such collective bargaining agreement. SRI event that, at any time following the Homeward Closing, Altisource U.S. or its designated Affiliate shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If terminate the employment of any employee set forth on Exhibit G hereto, Sellers shall defend, indemnify, and hold harmless Altisource U.S. and its Affiliates from any Damages incurred by Altisource U.S. or such Affiliate of GDTNA is terminated within twenty-four Altisource U.S. in connection with such termination. (24c) months following Sellers shall remain solely responsible for all claims incurred by any of its employees, Transferred Employee or their covered dependents under any of Sellers’ “employee welfare benefit plans”, as defined in Section 3(1) of ERISA, on or before the Homeward Closing, SRI shall cause GDTNA to pay regardless of whether such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would claims have been entitled if GDTNA’s severance plan, if any, as in effect immediately submitted prior to the Homeward Closing, applied and Altisource U.S. or its designated Affiliate shall not have any Liability for any such claims incurred. For purposes of this subsection, a claim shall be deemed to such termination be incurred when the services giving rise to the claim are performed and not when the employee is billed for the services or submits a claim for benefits. (d) Sellers agree to offer health continuation coverage to its employees to the extent required under Section 1001 of employmentCOBRA. (e) Sellers hereby acknowledge that for Federal Insurance Contribution Act (“FICA”) and Federal Unemployment Tax Act (“FUTA”) purposes, Altisource U.S. or its designated Affiliate qualifies as a successor employer with respect to the Transferred Employees. As promptly as practicable following In connection with the Closing Dateforegoing, at Altisource U.S.’ or its designated Affiliate’s option, the Parties agree to cause follow the location “Alternative Procedures For Predecessors And Successors” set forth in section 5 of employment Revenue Procedure 2004-53, 2004-34 IRB 320. Altisource U.S. or its designated Affiliate shall notify Sellers of each employee of GDTNA its intention to be follow the Buffalo Plant “Alternative Procedures For Predecessors And Successors” on or before the Huntsville Test TrackHomeward Closing. If the “Alternative Procedures For Predecessors And Successors” are followed, as applicableSellers and Altisource U.S. or its designated Affiliate understand that Altisource U.S. or its designated Affiliate shall assume Sellers’ entire obligation to furnish a Form W-2, Wage and all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior Tax Statement to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible Transferred Employees for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI for all severance payments or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage the Homeward Closing occurs. (f) Subject to applicable Legal Requirements, Sellers shall deliver to Altisource U.S. or plan modification occurs. If its designated Affiliate as of the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Homeward Closing, Goodyear all personnel files and records relating to Transferred Employees, other than confidential records not transferable under applicable Legal Requirements. Prior to the Homeward Closing, Sellers shall cause NGY provide Altisource U.S. or its designated Affiliate with detailed demographic information pertaining to pay such employee a severance benefit Transferred Employees as required by Altisource U.S. or its designated Affiliate to establish initial records in Altisource U.S.’ or its designated Affiliate’s integrated payroll and human resource information system. In addition to the foregoing, Sellers shall timely provide Altisource U.S. or its designated Affiliate with any and all other information in Sellers’ possession that shall Altisource U.S. or its designated Affiliate reasonably needs to properly comply with federal and state employment Tax requirements, which in no event shall be less thanmore than fifteen (15) Business Days from the date of a written request for such information. (g) Sellers acknowledge that for state unemployment tax purposes, Sellers will permit Altisource U.S. or paid later than, its designated Affiliate to apply for a transfer of the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior rating account of the Sellers with respect to the Closingbusiness of the Sellers included in the PV Acquired Assets. With respect to the Sellers, applied Sellers shall deliver to such termination Altisource U.S. or its designated Affiliate within fifteen (15) Business Days from the date hereof copies of employment(i) Form 940, Employer’s Annual Federal Unemployment Tax Returns for 2011 and 2012, (ii) state unemployment tax rate notices for 2011 and 2012, and (iii) benefit change statements that itemize claims charged against the state account of the Sellers in each state in which the business of the Sellers is operated for the four most recent calendar quarters.

Transferred Employees. With respect to any Company employee (ia "TRANSFERRED EMPLOYEE") For at least twenty four (24) months offered employment by Parent or the Surviving Corporation following the ClosingMerger, SRI shall cause GDTNA to either (i) maintain in effect on behalf of employees of GDTNA all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of GDTNA (includingParent or Surviving Corporation, as applicable, any shall pay and provide such Transferred Employee annual compensation, benefits, programs, arrangements, agreements bonus and other incentive opportunities (the "TOTAL CASH COMPENSATION") at a rate substantially equivalent to or policies directed or required by any collective bargaining agreement greater than such Transferred Employee's Total Cash Compensation then in effect as of with the Effective Date) as Company. In addition, Parent or Surviving Corporation shall provide benefits to Transferred Employees in effect as of the Effective Date (aggregate that are substantially equivalent to or greater than the “GDTNA Benefit Plans”, true and correct copies of such GDTNA Benefit Plans have been benefits currently provided to SRI)the Transferred Employees by the Company. In doing so, Parent or (ii) provide all employees of GDTNA with such compensation and Surviving Corporation, as applicable, may use different providers, establish its own benefit plans, programsor use its existing plans; provided, arrangementshowever, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the GDTNA Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement Company's 401(K) plan shall remain in effect through at least December 31, 2001. Parent or Surviving Corporation, as applicable, shall recognize service with the Company for purposes of eligibility, vesting and benefit calculations in any benefit plan, program, or fringe benefit arrangement, provided, however, that such time, such compensation, prior service credit does not result in duplication of benefits. For purposes of welfare or other fringe benefits, programsParent or Surviving Corporation, arrangementsas applicable, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, all limitations regarding pre-existing conditions condition exclusions, actively at work exclusions and waiting periods for Transferred Employees. During the calendar year in which the Effective Time occurs, all health care expenses incurred by Transferred Employees that were qualified to be taken into account for purposes of satisfying any deductible or actively-at-work requirements and shall give such employees of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during limit under the year in which such coverage Company's health care plans shall be taken into account for purposes of satisfying any deductible or plan modification occurs. If the employment of any employee of GDTNA is terminated within twentyout-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, of-pocket limit under Parent's or paid later than, the severance benefit, if any, to which such employee would have been entitled if GDTNA’s severance plan, if anySurviving Corporation's, as applicable, health care plans for such calendar year. Prior to the occurrence of a dissolution, liquidation, merger, combination, share exchange or other reorganization (collectively, a "CORPORATE EVENT") which would result in or cause the termination of Company Stock Options outstanding under the Company Stock Option Plans prior to such time said options would otherwise terminate absent the Corporate Event (the "STANDARD TERM"), Parent covenants and agrees to treat such outstanding options in the same manner as other outstanding options to purchase Parent common stock ("PARENT OPTIONS"). Parent agrees that if necessary to treat outstanding Company Stock Options in the same manner as Parent Options, Parent will amend such outstanding Company Stock Options, including, without limitation, providing that the options survive for the Standard Term subsequent to the Corporate Event (or any subsequent Corporate Event), with such options otherwise maintaining all terms in effect immediately prior to the Closing, applied to such termination of employmentCorporate Event (or any subsequent Corporate Event). As promptly as practicable following the Closing Date, the Parties agree to cause the location of employment of each employee of GDTNA to be the Buffalo Plant Parent or the Huntsville Test TrackSurviving Corporation, as applicable, and shall give all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI Transferred Employees full credit for all severance payments vacation, sick leave, or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY comp time benefits accrued and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect not used as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Closing, Goodyear shall cause NGY to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employmentTime.

Transferred Employees. (a) With respect to each Transferred Employee, Purchaser or its Affiliates shall provide such Transferred Employee with employment in a position requiring substantially comparable skills and abilities as such Transferred Employee’s position immediately prior to the Closing Date and Purchaser or its Affiliate: shall provide to each Transferred Employee (i) For at least twenty four no less favorable base salary, incentive compensation opportunity (24) months following the Closing, SRI shall cause GDTNA to either (i) maintain in effect on behalf of employees of GDTNA all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any excluding equity-based plansincentive compensation opportunities) of GDTNA (includingand wage rates, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “GDTNA Benefit Plans”, true and correct copies of such GDTNA Benefit Plans have been provided to SRI), or such Transferred Employee immediately prior to the Closing Date and (ii) provide all standard employee benefits (generally for employees of GDTNA with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the GDTNA Benefit Plans as industry of the ClosingTransferred Employees) maintained or sponsored through PEO Benefit Plans, provided that, with including the eligibility to participate in a PEO 401(k) Plan. (b) With respect to any employees that are subject to each Transferred Employee effective from and after the Closing Date, Purchaser or the beneficiary of any collective bargaining agreement in effect at such timeits Affiliates shall (i) recognize, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes (other than benefit accrual under a defined benefit pension plan or retiree medical plan or to the extent it would result in a duplication of benefits) under all PEO Benefit Plans or any successor employee benefit plans other plans, programs and arrangements sponsored established or maintained by Purchaser or its Affiliates for the SRI Group. To benefit of the Transferred Employees, service with Seller or its Subsidiaries prior to the Closing Date to the extent that SRI modifiessuch service was recognized under the corresponding Seller Benefit Plan covering such Transferred Employees, or permits GDTNA including for purposes of eligibility, vesting and benefit levels and accruals, (ii) use commercially reasonable efforts to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, pre-existing conditions or condition exclusion, actively-at-work requirements requirement or waiting period under all PEO Benefit Plans or any other employee health and shall give such employees of GDTNA credit under the new coverages or other welfare benefit plans established or maintained by Purchaser or its Affiliates for deductiblesthe benefit of the Transferred Employees, coexcept to the extent such pre-payments and out-of-pocket payments that have been paid during the year in which such coverage existing condition, exclusion, requirement or plan modification occurs. If the employment of any employee of GDTNA is terminated within twenty-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee waiting period would have been entitled if GDTNA’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment. As promptly as practicable following the Closing Date, the Parties agree to cause the location of employment of each employee of GDTNA to be the Buffalo Plant or the Huntsville Test Track, as applicable, and all costs and expenses (including individual under the GDTNA corresponding Seller Benefit Plans)Plan and (iii) use commercially reasonable efforts to provide full credit for any co-payments, if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately deductibles or similar payments made or incurred prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible Date for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI for all severance payments or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNA. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the plan year in which such coverage or plan modification the Closing occurs. If the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Closing, Goodyear shall cause NGY to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment.

Transferred Employees. (ia) For Either Purchaser or Purchaser Sub will offer employment to each employee or consultant set forth in Schedule 8.6(a) on an "at least twenty four (24) months following will" basis on or prior to the Closingdate hereof, SRI at the salary set forth on Schedule 8.6(a), and the individuals who accept such offer shall cause GDTNA be referred to either (i) maintain in effect on behalf of employees of GDTNA all employmentas the "Transferred Employees." Subject to applicable Laws, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of GDTNA (includingPurchaser or Purchaser Sub, as applicable, will retain whatever rights it has to terminate any compensationor all Transferred Employees at any time, benefitswith or without cause, programsand to change the terms and conditions of their employment (including compensation and employee benefits provided to them). (b) All Transferred Employees shall be permitted to participate in the plans, arrangementsprograms and arrangements of Purchaser and its Affiliates relating to compensation and employee benefits (each, agreements a "Purchaser Plan") on the same terms as similarly situated employees of Purchaser and its Affiliates. (c) In addition to Purchaser's (or policies directed Purchaser Sub's) obligations in connection with the Assumed Liabilities, Purchaser shall be responsible for any severance and benefits payable to any Transferred Employee as a result of the termination or required constructive termination by Purchaser or Purchaser Sub of any collective bargaining agreement Transferred Employee within six (6) months of the Closing Date, and Purchaser shall indemnify and hold harmless Seller for any and all costs and liabilities with respect to any claim for severance and benefits payable to any Transferred Employee pursuant to any Seller Plan or arrangement applicable to employees of the Software Business in effect as of the Effective Closing Date. (d) as in effect as In the event Purchaser engages the services, directly or indirectly, of a person identified on Schedule 8.6(d) during the period of time represented by "Income Protection Pay" for which such person is eligible under the API Associate Separation Plan, Purchaser will pay to Seller the portion of the Effective Date (Income Protection Pay and the “GDTNA Benefit Plans”, true and correct copies cost of such GDTNA Benefit Plans have been provided to SRI), or (ii) provide all employees of GDTNA with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and any other benefits provided under that Plan for the GDTNA Benefit Plans as remaining period of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. SRI shall take all actions required so that eligible employees of GDTNA shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored time represented by the SRI Group. To the extent that SRI modifies, or permits GDTNA to modify, any coverage or benefit plans under which the employees of GDTNA participate, SRI shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of GDTNA credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of GDTNA is terminated within twenty-four (24) months following the Closing, SRI shall cause GDTNA to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if GDTNA’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment. As promptly as practicable following the Closing Date, the Parties agree to cause the location of employment of each employee of GDTNA to be the Buffalo Plant or the Huntsville Test Track, as applicable, and all costs and expenses (including under the GDTNA Benefit Plans), if any, of relocating such employees to such employment locations shall be borne by SRI. In the event that any employee of GDTNA whose location of employment, immediately prior to the Closing was not either the Buffalo Plant or the Huntsville Test Track, declines (without any solicitation or other encouragement by any Goodyear Group Member) to continue his or her employment at the Buffalo Plant or the Huntsville Test Track, each Goodyear Group Member shall be permitted to solicit, recruit or hire each such employee. SRI shall be responsible for the payment of all severance payments or other amounts due and payable to such individuals whose employment has been so terminated pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of their employment with GDTNA; provided, that, in the event that any such employee is hired by Goodyear or any of its Subsidiaries during the following nine (9) months, then Goodyear shall reimburse SRI for all severance payments or other amounts paid to such individual pursuant to the GDTNA Benefit Plans or applicable Law upon the termination of such individual’s employment with GDTNAIncome Protection Pay. (ii) For at least twenty four (24) months following the Closing, Goodyear shall cause NGY to either (i) maintain in effect on behalf of employees of NGY and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of NGY (including, as applicable, any compensation, benefits, programs, arrangements, agreements or policies directed or required by any collective bargaining agreement in effect as of the Effective Date) as in effect as of the Effective Date (the “NGY Benefit Plans”, true and correct copies of such NGY Benefit Plans have been provided to Goodyear), or (ii) provide all employees of NGY and its Subsidiaries with such compensation and benefit plans, programs, arrangements, agreements and policies that in the aggregate are substantially comparable to the aggregate level of compensation and benefits provided under the NGY Benefit Plans as of the Closing, provided that, with respect to any employees that are subject to or the beneficiary of any collective bargaining agreement in effect at such time, such compensation, benefits, programs, arrangements, agreement and policies shall only be implemented in accordance with the terms and conditions of such collective bargaining agreement. Goodyear shall take all actions required so that eligible employees of NGY and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements sponsored by the Goodyear Group. To the extent that Goodyear modifies, or permits NGY to modify, any coverage or benefit plans under which the employees of NGY and its Subsidiaries participate, Goodyear shall waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees of NGY and its Subsidiaries credit under the new coverages or benefit plans for deductibles, co-payments and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. If the employment of any employee of NGY or any of its Subsidiaries is terminated within twenty-four (24) months following the Closing, Goodyear shall cause NGY to pay such employee a severance benefit that shall in no event be less than, or paid later than, the severance benefit, if any, to which such employee would have been entitled if NGY’s severance plan, if any, as in effect immediately prior to the Closing, applied to such termination of employment.