Common use of Transferred Employees Clause in Contracts

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior to Purchaser (i) the Closing Date with respect shall offer employment to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or all Branch Employees, and (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to may, but shall not be assigned to the Buyer after the Closing Date in accordance with Section 1.4obligated to, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of any Branch Related Employee following the Seller Group, including employees employed Final Approval Date and in any event at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(aleast twenty (20) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately days prior to the Closing Date and on at least the same upon terms and conditions described below. Subject to the provisions of this Section, 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 Employees. (b) To the extent permitted under, and in accordance with, the terms and conditions of Purchaser's 401(k) plan, Transferred Employees may "rollover" any eligible distributions of their accounts in Seller's qualified pension or profit-sharing plans to Purchaser's 401(k) plan. (c) Purchaser shall be solely responsible for any activity in connection with interviewing the Branch Employees, Branch Related Employees and other employees of Seller, provided, however, that Seller shall use its best efforts to make such Branch Employees, Branch Related Employees and other employees available for interviewing by Purchaser. Purchaser indemnifies and holds Seller harmless from and against any claim, liability, losses, costs or expenses, including reasonable attorneys' fees, resulting or arising from Purchaser's acts or omissions in connection with said interviews. (d) Seller shall have the right to continue to employ after the Closing Date any Branch Employee or Branch Related Employee, who is not a Transferred Employee, or to release any such Branch Employee or Branch Related Employee in its sole discretion. (e) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Salary shall be equivalent to base salary paid by Seller to such Transferred Employee as of the close of business on the Closing Date. (ii) Vacation benefits shall be equivalent to vacation benefit provided by Seller to such Transferred Employee as of the close of business on the Closing Date. (iii) Purchaser shall treat each Transferred Employee as a new hire of Purchaser but shall provide such Transferred Employee with credit for the period of years of service with Seller towards the calculation of eligibility for such purposes as vacation, severance and other similar benefits and participation and vesting in Purchaser's qualified pension or profit sharing plan (other than Xxxxxxx'x employee stock ownership plan), as such plans may exist (but not for purpose of benefit accruals, including without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to base salary or hourly wages as those in effect immediately any period prior to the Closing Date. The Buyer ). (iv) Each Transferred Employee shall extend an offer be eligible to participate in the medical and dental plans of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if anyPurchaser, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment dateplans may exist, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date and any pre-existing conditions provisions of such plans shall be waived with respect to such Transferred Employee. (v) Upon conclusion of his or assignment dateher short term disability or temporary leave of absence, subject to the terms and conditions of the Purchaser's plans and policies and applicable law, each Transferred Employee on such leave shall receive the salary and vacation benefit in effect when he or she went on leave, shall otherwise be treated as applicable. To a Transferred Employee and, to the extent that service practicable, shall be offered by Purchaser the same or a substantially equivalent position to his or her position with Seller prior to leave. (vi) Upon the first anniversary of the consummation of the transactions contemplated by the Parent Merger Agreement, each Transferred Employee, who is relevant still employed by Purchaser, shall be eligible for purposes of eligibility, vesting or benefit accrual benefits under any employee benefit plan, program severance or arrangement established or similar plans maintained by the Buyer Purchaser with credit for the benefit period of Transferred Employeesyears service with Seller towards the calculation of benefits. (f) Except as provided in Section 12.3, such plan, program or arrangement Purchaser shall credit not be responsible for any benefits of the Transferred Branch Employees for service on or prior up to the Closing with the Seller GroupDate. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior Prior to (i) the Closing Date with respect to those Stores Closing, Purchaser shall offer, or Distribution Centers subject to Assumed Real Property Leases cause to be assigned offered, employment, effective as of the Closing, to no fewer than eighty-five percent (85%) of the Employees and any new hires to the Buyer on the Closing Date or Business (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4each, the Buyer shall deliver, in writing individually or generally, an offer a "Designated Employee"). Such offers of employment commencing shall be on the Closing Date or assignment date, as applicable, terms and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees conditions consistent with Purchaser's customary employment policies. Designated Employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver accept such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave Purchaser as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to herein as the “"Transferred Employees.”" (b) The Buyer shall assume compensation and be responsible for the payment of (i) all wages due benefits offered to the Transferred Employees accrued since shall be no less favorable in the last regular payroll date aggregate than the compensation and benefits provided to similarly situated employees of Purchaser. Seller shall cooperate as may reasonably be requested by Purchaser with respect to the offer of employment to any Employee and to Purchaser's effecting the transition of the Transferred Employees to Purchaser. Seller will permit Purchaser to interview any Employee within a reasonable period of time prior to the Closing Date or assignment dateand, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms consent of the Transition Agreementeach such Employee, will provide Purchaser with reasonable access to such Employee's personnel records (including, without limitation, performance appraisals, disciplinary actions, and grievances) in connection with such employment interviews. (c) Except as otherwise provided Nothing herein shall be deemed to affect or to limit in any way the Transition Agreementprerogative of Purchaser to terminate the employment of any Transferred Employee or to change, Transferred Employees shall cease participation in all Employee Plans effective as modify, suspend or terminate any term of the Closing Date or assignment dateemployment (including, as applicable. To the extent that service is relevant for purposes of eligibility, vesting any compensation or benefit accrual under any employee benefit plan, policy, program or arrangement established offered or maintained provided by Purchaser to any Transferred Employee) or to create in, or grant to, any Transferred Employee any third party beneficiary rights or claims, or any cause of action of any kind or nature. It is expressly understood that any offer of employment by Purchaser to an Employee shall not constitute any obligation, contract, commitment or understanding (express or implied) to a post-Closing employment relationship for any specific term or duration or upon any terms or conditions other than those contained in the Buyer individual offers of employment. All offers of employment shall be on an "at will" basis and the employment of any Transferred Employee may be terminated at any time for any reason (subject to any specific commitment made by Purchaser in the benefit individual offers of employment). Nothing in this Agreement shall be deemed to prevent or restrict, in any way, the right of Purchaser to change the title, powers, duties, responsibilities, functions, locations, compensation or benefits or other terms and conditions of employment of any Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller GroupEmployee. (d) The Transition Agreement Seller shall include provisions reasonably acceptable remain responsible for any claims made or incurred (or benefits accrued) by Transferred Employees under any Seller Benefit Plan through the Closing Date. For this purpose, a claim will be deemed to have been incurred, in the case of hospital, medical, dental, vision or similar benefits, when the service has been performed, and in the case of other benefits (such as disability) when a claim is made by the Employee for a benefit under a Seller Benefit Plan. (e) For purposes of determining eligibility, vesting and vacation entitlement (but not for any other purpose, including without limitation benefit determination or accruals ), service with Seller (and predecessor employers to the Sellers 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 recognition would result in a duplication of benefits or 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. Transferred Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out of pocket maximums as though such amounts had been paid in accordance with the Buyer terms and conditions of the Seller Benefit Plan for the plan year in which the Closing occurs. It is the Seller's responsibility to cause such information on amounts so paid under Seller Benefit Plans, including FSA balances, to be provided to Purchaser so that it may provide such credit to the Transferred Employees. (f) Effective as of the Closing, Purchaser shall be responsible for providing severance benefits to any Transferred Employee who is terminated on or after the Closing. Such severance benefits shall in the aggregate be provided subject to the same terms, conditions and eligibility requirements applicable to similarly situated employees of Purchaser. (g) 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 transitional coverage of the Transferred Employees to be employed by Purchaser for purposes of Taxes imposed under the group medical United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act and dental plans (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. (h) Purchaser shall indemnify and hold Seller GroupIndemnified Parties harmless against all liabilities or obligations, if any, 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 arising as a result of any employment losses occurring upon or after the Closing. (i) Purchaser and Seller shall take or cause to be taken any and all actions necessary, including the adoption of any benefit plans, programs or policies, to satisfy Seller's and Purchaser's obligations under this Section 5.8.

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at least the same terms Branches and conditions will also be subsequently extended to any individuals subsequently hired for employment at the Branches prior to the Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) disability leave at the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. 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. For a period of three years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to be employed by Purchaser prior to Seller and/or any of its Affiliates soliciting such Transferred Employee. (b) 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 annual base salary or regular hourly wages wage rate, as applicable, paid by Seller to such Transferred Employee as of the Business Day prior to the Closing Date. (ii) 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 effect accordance with the terms of Purchaser’s employee benefit plans commencing on such Transferred Employee’s Transfer 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 applicable Transfer 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. (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 applicable Transfer Date, and any pre-existing conditions, provisions or actively at-work requirements of such plans shall be waived with respect to any such Transferred Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). All Transferred Employees who cease participation in a Seller’s medical and/or dental or other welfare plans on the applicable Transfer Date and become participants in a corresponding Purchaser plan shall receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied. (iv) During the period from the Closing Date until the first anniversary thereof, Purchaser shall provide each Transferred Employee whose employment is terminated by the Purchaser or its Affiliates without cause, subject to such Transferred Employee’s execution and non-revocation of a release of claims, with severance benefits no less favorable to such Transferred Employee than those that would have been provided under the severance plans of Seller and its Affiliates applicable to such Transferred Employee immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior to (i) On or before the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4or, if later, the Buyer shall deliverdate an individual is considered an Eligible Employee), in writing individually or generally, an Purchaser will offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed each Eligible Employee in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties position substantially similar to such Eligible Employee's current position with Seller or any Seller Sub, as the job duties case may be, at compensation levels no less favorable than that provided by Seller or Seller Subs as of the position that the employees held immediately prior to the Closing Date and with pension and other benefit arrangements that are no less favorable in the aggregate than those in which such Eligible Employee participated as of the Closing Date; provided, however, that Purchaser will comply with any applicable law, rules and regulations in making employment offers to Eligible Employees. U.S. Eligible Employees and Foreign Eligible Employees who accept Purchaser's offer of employment together with those employees whose employment is transferred by operation of law and all employees of Seller Subs that are being acquired by Purchaser shall be referred to as "U.S. Transferred Employees" and "Foreign Transferred Employees", respectively, and shall be collectively referred to as "Transferred Employees". (ii) For a period of no less than one year following the Closing Date (the "Continuation Period"), Purchaser shall provide, or cause to be provided, to each U.S. Transferred Employee (a) compensation at levels no less favorable than that provided by Seller or Seller Subs as of the Closing Date and (b) pension and other benefits arrangements that are no less favorable in the aggregate than those in which such U.S. Transferred Employee participated as of the Closing Date; provided, however, that Seller agrees that the provisions of subsection (b), above, shall be satisfied if such U.S. Transferred Employees continue to participate on at least the same terms and conditions with respect in the applicable pension and other benefit arrangements of Seller or Sellers Subs or they are eligible to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are participate on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such terms and conditions in all plans available to similarly situated employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred EmployeesPurchaser.” (biii) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date Seller will not amend or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans terminate (other than accrued benefits under the Savings plan as of the Closing Date or assignment daterequired by law) any Transferred Employee's employment agreement and shall, as applicable or benefits which are fully insured) of the Seller Group immediately prior at Purchaser's request, assign any such agreement to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementPurchaser. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior to Purchaser (i) the Closing Date with respect shall offer employment to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or all Branch Employees, and (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to may, but shall not be assigned to the Buyer after the Closing Date in accordance with Section 1.4obligated to, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of any Branch Related Employee following the Seller Group, including employees employed Final Approval Date and in any event at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(aleast twenty (20) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately days prior to the Closing Date and on at least the same upon terms and conditions described below. Subject to the provisions of this Section, 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 Employees. (b) To the extent permitted under, and in accordance with, the terms and conditions of Purchaser's 401(k) plan, Transferred Employees may "rollover" any eligible distributions of their accounts in Seller's qualified pension or profit-sharing plans to Purchaser's 401(k) plan. (c) Purchaser shall be solely responsible for any activity in connection with interviewing the Branch Employees, Branch Related Employees and other employees of Seller, provided, however, that Seller shall use its best efforts to make such Branch Employees, Branch Related Employees and other employees available for interviewing by Purchaser. Purchaser indemnifies and holds Seller harmless from and against any claim, liability, losses, costs or expenses, including reasonable attorneys' fees, resulting or arising from Purchaser's acts or omissions in connection with said interviews. (d) Seller shall have the right to continue to employ after the Closing Date any Branch Employee or Branch Related Employee, who is not a Transferred Employee, or to release any such Branch Employee or Branch Related Employee in its sole discretion. (e) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Salary shall be equivalent to base salary paid by Seller to such Transferred Employee as of the close of business on the Closing Date. (ii) Vacation benefits shall be equivalent to vacation benefit provided by Seller to such Transferred Employee as of the close of business on the Closing Date. (iii) Purchaser shall treat each Transferred Employee as a new hire of Purchaser but shall provide such Transferred Employee with credit for the period of years of service with Seller towards the calculation of eligibility for such purposes as vacation, severance and other similar benefits and participation and vesting in Purchaser's qualified pension or profit sharing plan (other than Webster's employee stock ownership plan), as such pxxxx xxx exist (but not for purpose of benefit accruals, including without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to base salary or hourly wages as those in effect immediately any period prior to the Closing Date. The Buyer ). (iv) Each Transferred Employee shall extend an offer be eligible to participate in the medical and dental plans of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if anyPurchaser, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment dateplans may exist, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date and any pre-existing conditions provisions of such plans shall be waived with respect to such Transferred Employee. (v) Upon conclusion of his or assignment dateher short term disability or temporary leave of absence, subject to the terms and conditions of the Purchaser's plans and policies and applicable law, each Transferred Employee on such leave shall receive the salary and vacation benefit in effect when he or she went on leave, shall otherwise be treated as applicable. To a Transferred Employee and, to the extent that service practicable, shall be offered by Purchaser the same or a substantially equivalent position to his or her position with Seller prior to leave. (vi) Upon the first anniversary of the consummation of the transactions contemplated by the Parent Merger Agreement, each Transferred Employee, who is relevant still employed by Purchaser, shall be eligible for purposes of eligibility, vesting or benefit accrual benefits under any employee benefit plan, program severance or arrangement established or similar plans maintained by the Buyer Purchaser with credit for the benefit period of Transferred Employeesyears service with Seller towards the calculation of benefits. (f) Except as provided in Section 12.3, such plan, program or arrangement Purchaser shall credit not be responsible for any benefits of the Transferred Branch Employees for service on or prior up to the Closing with the Seller GroupDate. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior Upon consummation of the Closing hereunder, Buyer shall offer employment to (i) each of the employees of the Station, who are actively employed as of the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to by the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores Seller, at a comparable salary, position and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer place of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or held by each such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect employee immediately prior to the Closing Date. The , and Buyer shall extend an offer adopt employee benefit plans, policies and arrangements covering such employees substantially similar to the Benefit Plans of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave Seller in effect as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Datehereof. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for also offer employment to each employee of the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to Station who is temporarily absent from active employment on the Closing Date or assignment date, as applicable, (ii) all amounts due upon termination of such temporary absence provided such employee is able to perform the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as essential functions of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately position such employee held prior to the Closing Date or assignment date, such absence and any such employee shall be treated as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental a "Transferred Employee" (including incurred but not reported claims and claims reported but not yet paidas defined herein) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment dateDate. (b) To the extent such employees accept employment with Buyer (collectively, "Transferred Employees"), such Transferred Employees will be included in Buyer's employee benefit plans and will be subject to Buyer's employment policies, as applicablegenerally applicable to Buyer's employees who are similarly situated. All such liabilities Buyer agrees that Transferred Employees shall be deemed credited under all of Buyer's applicable employee benefit plans covering such employees with their service at any of the Jupiter/Smitx Xxxtions for purposes of determining any period of eligibility to be Assumed Liabilities. The Buyer shall be responsible for all compensation and participate or to vest in benefits payable or provided to the Transferred Employees and any other employees same extent such service was counted under the Benefit Plans of Seller. Buyer agrees that during the Buyer or its Affiliates from and after ninety (90) day period immediately following the Closing Date Buyer shall not (i) terminate any Transferred Employee except for termination for good cause, or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to (ii) adversely change the terms of any Transferred Employee's employment; provided, however, thereafter, subject to applicable laws, Buyer shall have the Transition Agreement. (c) Except as otherwise provided in the Transition Agreementright, at any time thereafter, to dismiss any or all Transferred Employees shall cease participation in all Employee Plans effective as at any time thereafter, with or without cause, and to change the terms and conditions of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any their employment (including compensation and employee benefit planplans, program policies or arrangement established or maintained by the Buyer for the benefit of Transferred Employeesarrangements, such plan, program or arrangement shall credit the Transferred Employees for service on or prior provided to the Closing with the Seller Groupthem). (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five Source agrees that it will --------------------- offer each employee of Xxxxx or any Xxxxx Subsidiary identified by Xxxxx as being employed in the conduct of the Source Business the opportunity for employment as employees of Source or a Source Subsidiary (5) days prior to (i) the Closing Date with respect terms and conditions of employment and benefits substantially similar to those Stores previously in effect while such employee was employed by Xxxxx or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer any Xxxxx Subsidiary unless otherwise agreed) effective on the Closing Date Date, it being understood that, except as provided in any existing employment agreements or by applicable law, such employment shall be employment at will. (iib) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4Xxxxx employees who accept employment offered by Source (collectively, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing "Transferred Employees") and who are actively at work on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately day prior to the Closing Date and shall become employees of Source or a Source Subsidiary on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases Transferred Employees who are not actively at work on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date day prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other become employees of Source on the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing day they return to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreementwork. (c) Except as otherwise provided in On the Transition Agreementdate a Transferred Employee becomes an employee of Source, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall Source will credit the Transferred Employees for service Employee with, and entitle the Transferred Employee to, the number of vacation and sick leave days that the Transferred Employee was credited with on or the day prior to employment by Source or a Source Subsidiary. In addition, on the day a Transferred Employee becomes an employee of Source, the Transferred Employee will be credited with all years of service that the Transferred Employee was credited with at Xxxxx for the purposes of determining eligibility to participate in any of Source's employee benefit plans, benefits and services, as well as for the application of policies, practices and procedures, including, but not limited to, seniority for layoff, sick leave, service awards, severance pay and vacation accrual. Each Transferred Employee shall be eligible to participate in Source's medical benefit plans on the date he or she becomes an employee of Source or in a plan or plans substantially similar to the plans of Xxxxx effective on the Closing with the Seller GroupDate. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days On or prior to (i) the date hereof, Seller has delivered to Purchaser Schedule 1.1(a), which schedule is true and correct and contains the information set forth in the definition of “Branch Employees.” Purchaser or its Affiliates shall extend offers of employment effective as of the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicableDate, and contingent upon the Closing otherwise on terms Purchaser or such assignment, on an at-will basis (except to the extent otherwise expressly agreed its Affiliates shall determine in a writing signed by the Buyer and such employee)their discretion, to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In additionBranch Employees set forth on Schedule 1.1(a) (collectively, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer“Prospective Transferred Employees”). Offers of employment extended by the Buyer Purchaser are subject to non-managerial employees routine employment screening and all other measures determined in Purchaser’s discretion and as generally applicable to Purchaser’s new hires, and otherwise in accordance with this Section 7.6(aall Legal Requirements. At least ten (10) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately Business Days prior to the Closing Date Purchaser shall deliver, in writing, the offers of employment to the Branch Employees who are receiving offers in accordance with the preceding sentence. Seller agrees that prior to the Closing Date, neither it nor any of its Affiliates will solicit or cause to be solicited any Prospective Transferred Employee to induce such Prospective Transferred Employee to continue in the employment of Seller or an Affiliate of Seller after the Closing Date. Seller agrees to cooperate in assisting and on supporting Purchaser’s hiring of the Prospective Transferred Employees. (b) All communication between Purchaser and the Branch Employees shall be made at such times and in such manner as Seller and Purchaser mutually agree, provided, that (i) at least forty-five (45) days before the same Closing Date Purchaser shall be given the opportunity to interview and communicate its terms of employment to Branch Employees and conditions with respect (ii) after the delivery of the offers of employment contemplated in Section 8.7(a), Purchaser shall be given the opportunity to base salary or hourly wages train Prospective Transferred Employees for purposes of converting to Purchaser’s computer systems. (c) Purchaser will conduct the interviews of the Branch Employees as those in effect immediately expeditiously as possible prior to the Closing Date. The Buyer shall extend Access to the Branch Employees will be provided by Seller upon reasonable prior notice during normal business hours. (d) Prospective Transferred Employees who accept an offer of employment with Purchaser or one of its Affiliates shall be referred to as “Transferred Employees.” Each Branch Employee who either (i) is not made an offer of employment by Purchaser or its Affiliates, or (ii) who rejects an offer of employment made by Purchaser or its Affiliates shall be referred to as a “Non-Transferred Employee” for purposes of this Agreement. The Transferred Employees (regardless of whether they are active employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are or on an approved leave of absence for workers compensation, disability, military, family illness or parental leave status as of the Closing Date Date) will be terminated by Seller and will be hired by Purchaser or applicable assignment its Affilates as of the Closing Date, and this date shall be referred to as the Transferred Employee’s “Transfer Date.” (e) Each Prospective Transferred Employee shall be offered employment with Purchaser (i) at a salary or wage rate at least equivalent to the same extentrate of base salary or wage rate paid by Seller to such Prospective Transferred Employee as listed on Schedule 1.1(a); and (ii) at a location no more than twenty (20) miles from the Prospective Transferred Employee’s principal work location immediately prior to the Transfer Date. (f) Subject to the eligibility requirements and other terms of Purchaser’s Employee Benefit Plans, if anyPurchaser shall provide Transferred Employees (both active employees and employees on leave of absence status) with benefits under its Employee Benefit Plans as such plans may exist, on and after the Transferred Employee’s Transfer Date 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 and its Affiliates (including any service credited from predecessor or successor entities to Seller and its Affiliates), based on the “Service Date” specified for the Transferred Employee on Schedule 1.1(a), towards the calculation of eligibility and vesting for such purposes as vacation and other benefits and participation and vesting in Purchaser’s Employee Benefit Plans, as such employees would plans may exist and insofar as such plans depend upon years of service, in accordance with the terms of such Employee Benefit Plans and as permitted by Legal Requirements. (g) Subject to the eligibility requirement terms and other terms of Purchaser’s Employee Benefit Plans, each Transferred Employee shall be entitled eligible to reemployment under either Applicable Law participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, on and after the Seller GroupTransferred Employee’s policies Transfer Date, and procedures any pre-existing conditions provisions of such plans shall be waived with respect to any such Transferred Employees if such Transferred Employee is a participant in existence immediately Seller’s or its Affiliates medical and health plans prior to the Closing Date; 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 or its Affiliates’ plan (as applicable to the Transferred Employee) as of the Transferred Employee’s Transfer Date, Purchaser 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 or its Affiliates’ plan (as applicable to the Transferred Employee). (h) Seller shall be responsible for any and all obligations regarding severance, termination or separation payments to the Branch Employees as a result of or in connection with this transaction; provided, however, that Purchaser shall, or shall cause its Affiliates to, provide severance pay to any Transferred Employee who is laid off by Purchaser or has been transferred to a location more than twenty (20) miles from his or her current location and does not accept such transfer or continue to work for Purchaser at that new location, during the six-month period following the Transferred Employee’s Transfer Date (each such Transferred Employee a “Severance-Entitled Transferred Employee), in an amount equivalent to the amount listed as the “Severance Amount” on Schedule 1.1(a). The individuals Except for the specific obligation described in the preceding sentence, Purchaser shall have no obligation with respect to the payment of any severance, termination or separation pay to any Branch Employee, and Purchaser shall have no obligation with respect to Seller’s severance plan or any obligation to establish its own severance plan. (i) Seller shall be responsible for any and all obligations regarding the Non-Transferred Employees, including, without limitation, (i) any obligation related to a Non-Transferred Employee who accept remains on leave of absence status with Seller after rejecting an offer of employment from Purchaser or its Affiliates, or (ii) any severance payment that may be due to a Non-Transferred Employee, either before or after the Closing. For the avoidance of doubt, Purchaser shall have no responsibility or obligation with respect to any Non-Transferred Employee. (j) It is understood and agreed that (i) Purchaser’s expressed intention to extend offers of employment extended by as set forth in this Section shall not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the Buyer part of Purchaser to a post-closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and (ii) employment offered by Purchaser is “at will” and may be terminated by Purchaser or by an employee at any time for any reason, with or without cause or advance notice. Nothing in this Section 7.6(a) are hereinafter referred Agreement shall be deemed to as prevent or restrict in any way the “right of Purchaser to terminate, reassign, promote or demote any of the Transferred EmployeesEmployees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.” (bk) The Buyer Except as expressly provided in this Agreement, Seller shall assume pay, discharge, and be responsible for, and shall indemnify Purchaser and its Affiliates for the payment of (i) all salary, wages due (including, without limitation, payment for any and all accrued paid time off, vacation, sick time or personal days accrued by the Transferred Employees as of the Transfer Date, which Seller agrees to pay to the Transferred Employees accrued since pursuant to Seller’s Employee Benefit Plans and as required by any applicable Legal Requirement), bonuses, commissions and any other form of compensation (including, without limitation, any deferred compensation) arising out of the last regular payroll date employment of the Branch Employees prior to the Closing Date or assignment dateTransfer Date, as applicable, and (ii) all amounts due to any employee benefits under the Seller’s Employee Benefit Plans arising out of the employment of the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment dateTransfer Date, as applicable, including welfare benefits with respect to claims incurred prior to the Transfer Date but reported after the Transfer Date. From and after the Transfer Date, Purchaser shall pay, discharge, and be responsible for, and shall indemnify Seller and its Affiliates for, all salary, wages, and benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities arising out of or relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to employment of the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer by Purchaser or its Affiliates from and after the Closing Date Transfer Date, including all claims for welfare benefits incurred on or applicable assignment dateafter the Transfer Date. Application of With respect to welfare benefits, claims are considered incurred in accordance with the foregoing to Employee Plans providing medical and dental benefits Legal Requirements regarding claims for those welfare benefits. (l) Nothing in this Agreement shall be subject construed to grant any employee of Seller or any Transferred Employee a right to receive any payments or benefits from Seller’s (or Parent’s) or Purchaser’s Employee Benefit Plans. This Agreement shall not limit Seller’s, Purchaser’s or their respective Affiliates’ ability or right to amend or terminate any benefit or compensation plan or program maintained or sponsored by any such entity, and nothing contained herein shall be construed as an amendment to, or modification of, any such plan or program. Further, nothing in this Section 8.7 is intended to confer upon any Person (including, for the terms avoidance of the Transition doubt, any Transferred Employee) any right as a third-party beneficiary of this Agreement. (cm) Except as otherwise provided in the Transition AgreementPurchaser shall not have any responsibility or Liability, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of whether to Transferred Employees, such planNon-Transferred Employees, program former employees, their beneficiaries or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer any other Person, with respect to transitional any Employee Benefit Plan, employee practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage of the Transferred Employees under the group medical and dental plans of the extension) maintained by Seller Groupor its Affiliates.

Transferred Employees. Effective as of the Closing Date, the Buyer shall offer to employ, with a wage and benefits package as of the Closing Date that is comparable in the aggregate to or better than the wage and benefits package such Employees were entitled to receive from the Sellers, all of the Employees who are actively employed in the Business on the Closing Date immediately after giving effect to the transactions contemplated hereby (aeach such Employee who accepts such offer, together with Employees represented by a labor organization as provided at Section 6.1.2 above, being hereafter referred to as a “Transferred Employee”), it being agreed that persons who are on layoff or leave and who have a right to return to work at an Acquired Facility or who are on short-term (not more than six months) At least five medical disability leave (5including pregnancy leave) days as of the Closing Date or who are on any other authorized leave (such as military, family or other leaves where return to work is subjectto statutory or contractual requirements) are to be considered Employees who are actively employed, andit is also agreed that persons on long-term medical disability or worker’s compensation as of the Closing Date and persons whose employment has terminated or will terminate prior to the Closing Date without any right to return to work are not to be considered Employees who are actively employed. Notwithstanding the foregoing, (i) the Closing Date with respect provisions of Sections 6.1.1 and 6.1.2 shall not be construed to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to limit the ability of the Buyer on to terminate any such Employee at any time for any reason after the Closing Date except as otherwise prohibited by law, or subject to the terms and conditions of any Assumed Collective Bargaining Agreement, and (ii) the expected assignment date Buyer shall not be obligated to provide any benefits that are comparable to any stock based benefits or any defined benefit pension plan benefits, except in connection with respect Assumed Collective Bargaining Agreements. From and after the Closing Date, the Buyer shall also assume responsibility to those Stores provide Transferred Employees with disability benefits in the same manner and Distribution Centers to the same extent as such Transferred Employees would have been entitled to receive under the Sellers’ disability plans and the Buyer shall assume the responsibility to provide Transferred Employees with continuing benefits and coverage required, if any, under section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA. Notwithstanding any other provision of this Article VI, subject to Assumed Real Property Leases to be assigned to the Buyer Section 6.1.4, after the Closing Date in accordance with Section 1.4the Buyer shall not be prohibited from amending or terminating any benefit or compensation plan, program, practice, policy, agreement or arrangement covering any Transferred Employee (subject to any applicable terms and conditions of any Assumed Collective Bargaining Agreement). From and after the Closing, the Buyer shall deliverbe solely responsible for any and all liabilities, obligations and responsiblities in respect of the Transferred Employees, and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the employment or the actual or constructive termination of employment of any such Transferred Employee by the Sellers (including, without limitation, in writing individually connection with the consummation of the transactions contemplated by this Agreement), (ii) the participation in or generallyaccrual of benefits or compensation under, an offer or the failure to participate in or to accruecompensation or benefits under, any Plan (other than any stock based Plan or any Plan that is a defined benefit pension plan) or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of employment commencing on the Closing Date Sellers or assignment date(iii) accrued but unpaid salaries, as applicablewages, and contingent upon the Closing bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), except, in any such assignmentcase, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed any such liability, obligation or responsibility (x) is specifically retained by the Buyer Sellers pursuant to this Article VI or (y) relates to services rendered and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately arose prior to the Closing Date and is not reflected on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing DateNet Working Capital Statement in a manner consistent with the prior practice of the Sellers. The Buyer Notwithstanding any other provision of this Agreement, the Sellers shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence retain all liability for workers compensation, disability, military, family illness or parental leave defined benefit pension benefits accrued by Transferred Employees as of the Closing Date Date, and shall retain all responsibility and liability arising out of or applicable assignment date relating to at least the same extent, if any, Metaldyne Corporation Pension Plan (MascoTech) (the “Seller Pension Plan”). On or as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to soon as practicable following the Closing Date. The individuals who accept offers of employment extended by , the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as shall establish a defined benefit pension plan (the “Transferred Employees.Buyer Pension Plan” (b) The Buyer shall assume and to provide for such defined benefit pension benefits as are required to be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment datepursuant to any Assumed Collective Bargaining Agreement; provided, as applicable. All such liabilities however, that the Buyer Pension Plan shall be deemed provide credit with respect to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of for service credited under the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant Seller Pension Plan for purposes of eligibility, vesting or and benefit accrual under any employee benefit planaccrual, program or arrangement established or maintained by the Buyer for and shall also provide that the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer accrued with respect to transitional coverage of the any Transferred Employees Employee under the group medical and dental plans of Buyer Pension Plan shall be reduced by the benefit accrued with respect to such Transferred Employee under the Seller GroupPension Plan.

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores With Seller’s good faith cooperation and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4assistance, the Buyer Purchaser shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date to each Prospective Employee set forth on Schedule 7.1(a), including any Prospective Employee who is then on a leave of absence, on the terms and conditions provided for in this Section 7.1; provided, however, that any employment offered to a Prospective Employee who is then on a leave of absence shall commence as of the later of the Closing Date or the date such Prospective Employee as a Transferred Employee returns to active work (it being understood that such Prospective Employee who is then on a leave of absence will remain an employee of Seller until such Prospective Employee commences employment with Purchaser or otherwise terminates employment with Seller). Purchaser shall use commercially reasonable efforts to encourage each Prospective Employee set forth on Schedule 7.1(a) to accept employment with Purchaser; provided, however, that Purchaser shall have no obligation to offer employment to any such Prospective Employee on terms and conditions other than as provided for in this Section 7.1. The offer made by Purchaser to a Prospective Employee shall be made in writing and shall (i) be conditioned on such Prospective Employee’s agreement to forego a payout of up to forty (40) hours of accrued vacation earned as an employee of Seller in exchange for receiving an equivalent number of hours of accrued paid time off as a Purchaser employee, (ii) notwithstanding the amount, if any, of paid time off received as a Purchaser employee pursuant to the preceding subsection (i), provide that, for a period of three (3) months following the Closing Date, such Prospective Employee shall be permitted to incur a negative paid time off balance of up to forty (40) hours prior to earning such paid time off as a Purchaser employee, (iii) include a proprietary information and invention assignment date, as applicableagreement pursuant to which the Prospective Employee agrees to assign to Purchaser exclusive ownership of any know-how and proprietary information created or developed by such Prospective Employee after the Closing Date and used at the Facilities, and contingent upon (iv) provide for the payment of a retention or incentive bonus, conditioned on the Prospective Employee being continuously employed by Purchaser from the Closing Date (or such assignmentlater date as is applicable for any Prospective Employee on a leave of absence as of the Closing Date) through such payment date. Purchaser shall provide Seller a reasonable opportunity to review and comment on the content of such offers with respect to compliance with the terms of this Agreement in advance of such offers being made, on and Seller shall consider such comments in good faith, and shall also provide prompt notice of any such offers once made. Any employee of Seller or a Subsidiary who accepts such an at-will basis offer of employment shall be referred to in this Agreement as a “Transferred Employee”. (except b) For a period of one (1) year following the Closing Date, Purchaser shall provide, or shall cause to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee)be provided, to substantially all of the employees each Transferred Employee who remain is employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers as of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on continues to be employed by Purchaser or any Affiliate after the Closing Date (i) the wages and incentive bonus opportunities that, in the aggregate, are at least as large, in the aggregate, as the amounts set forth on Schedule 7.1(b); provided that Purchaser may substitute incentive equity awards based on the equity securities of Purchaser or its Affiliates for any portion of an incentive cash bonus opportunity; provided, further, that such incentive equity awards are of equal or greater value (as determined in accordance with the applicable equity incentive plan of Purchaser or its Affiliates) than the incentive cash bonus opportunity for which they are substituted; and (ii) benefits that are at least comparable in the aggregate as provided to the similarly situated employees of Purchaser. (c) Schedule 7.1(c) attached hereto sets forth key Prospective Employees (referred to in this Agreement as “Key Prospective Employees”). From the date of this Agreement through the Closing Date, (i) Seller shall use commercially reasonable efforts to retain the Key Prospective Employees as employees of Seller and (ii) Purchaser shall be permitted, with the prior written consent of Seller in each instance, to contact the Key Prospective Employees for purposes of entering into employment agreements with such Key Prospective Employees. (d) Seller shall refrain from (i) offering to pay or paying any severance benefits to any Prospective Employee, except as provided pursuant to a written program or policy of Seller, pursuant to an employment or other agreement between Seller and such Prospective Employee or as required by Code Section 4980B or Sections 601-608 of ERISA and (ii) disparaging Purchaser to any Prospective Employee in a manner that undermines or is reasonably capable of undermining Purchaser’s efforts to employ such Prospective Employee. (e) For purposes of vesting, benefit accruals (but not for benefit accrual purposes under any defined benefit pension plan), vacation and sick time credit and eligibility to participate under the Employee Benefit Plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employee after the Closing Date (collectively the “Purchaser Benefit Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Subsidiaries and their respective predecessors (to the extent credited by Seller and its Subsidiaries) prior to the Closing Date, to the same terms and conditions with respect extent as such Transferred Employee was entitled, prior to base salary the Closing Date, to credit for such service under any similar Seller Benefit Plan in which such Transferred Employee participated or hourly wages as those in effect was eligible to participate immediately prior to the Closing Date. The Buyer ; provided that the foregoing shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior not apply to the Closing Date. The individuals who accept offers extent that its application would result in a duplication of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Purchaser shall use commercially reasonable efforts to cause (in accordance with applicable Legal Requirements and consistent with the terms of any Purchaser Benefit Plan) (i) each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans to the extent coverage under such Purchaser Benefit Plan is replacing comparable coverage under a Seller Benefit Plan in which such Transferred Employee participated immediately before the Closing Date, and (ii) for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Benefit Plan to be waived for such Transferred Employee and his or her covered dependents, to the extent (a) such conditions were inapplicable or waived under the comparable Seller Benefit Plan and (b) the waiver of such conditions is permissible under the terms of the Purchaser Benefit Plan. (f) No later than the Closing Date, Purchaser shall take all actions reasonably necessary to permit each Transferred Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in an amount equal to the full account balance distributed or distributable to such Transferred Employee from the Seller 401(k) Plan to a Tax-qualified defined contribution retirement plan in which Purchaser is a participating employer (the “Purchaser 401(k) Plan”) and to transfer outstanding loans to the Purchaser 401(k) Plan. Each Transferred Employee shall be eligible to become a participant in the Purchaser 401(k) Plan as of the date determined by the terms of the Purchaser 401(k) Plan. (g) Without limiting the foregoing, in order to secure an orderly and effective transition of the employee benefit arrangements for Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and their respective beneficiaries and dependents, Seller and Purchaser shall cooperate, both before and after the Closing Date or assignment dateDate, as applicable. All such liabilities shall be deemed and subject to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided applicable Legal Requirements, regarding the exchange of information related to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Groupincluding employment records and benefits information. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned Upon notice to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores Sellers’ and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4at mutually agreeable times, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on Sellers will permit the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except Purchaser’s representatives to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance meet with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately Business Employees prior to the Closing Date. The Buyer shall Purchaser may, at its option, extend an offer offers of employment to employees normally employed at all or any of the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave Business Employees effective as of the Closing Date (or, with respect to employees on approved leave, effective upon return to active duty) (those employees who are offered and accept employment by the Closing Date shall be known as “Transferred Employees”), it being understood that the Purchaser shall have no obligation to employ any of the employees of the Sellers. Purchaser may, at its option, also accept assignment of contracts with all independent contractor drivers that are scheduled in accordance with Section 5.1(a). From and after the execution of this Agreement, the Sellers shall use their best efforts to assist the Purchaser in retaining those employees and independent contractors that are employed or applicable assignment date engaged in connection with the Business which the Purchaser wishes to at least hire or engage and the same extentSellers will not take any action to preclude or discourage any of the Sellers’ employees or independent contractors from accepting any offer of employment or engagement extended by the Purchaser. (b) Effective as of the Closing Date, if anythe Purchaser shall, as with respect to each Employee Plan of Sellers listed in Section 6.1(b) of the Sellers' Disclosure Schedule, either assume such employees would be entitled Employee Plan or adopt a mirror plan or other arrangement providing substantially equivalent benefits to reemployment under either Applicable Law the Transferred Employees (and, with respect to the Sellers' 401(k) plan, allow the Transferred Employees to roll over their current account balances). (c) The Sellers shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such Transferred Employees or the Seller Group’s policies and procedures in existence immediately their covered dependents on or prior to the Closing Date. The individuals who accept offers of employment extended Expenses and benefits with respect to claims incurred by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and covered dependents after the Closing Date or assignment date, as applicable. All such liabilities under Employee Plans assumed by the Purchaser pursuant to Section 6.1(b) shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees responsibility of the Buyer or its Affiliates from and after Purchaser. For purposes of this paragraph, a claim is deemed incurred when the Closing Date or applicable assignment date. Application services that are the subject of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided claim are performed; in the Transition Agreementcase of life insurance, Transferred Employees shall cease participation when the death occurs; in all Employee Plans effective as the case of long-term disability benefits, when the Closing Date or assignment datedisability occurs; and, as applicable. To in the extent that service is relevant for purposes case of eligibilitya hospital stay, vesting or benefit accrual under any when the employee benefit plan, program or arrangement established or maintained by first enters the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Grouphospital. (d) The Transition Agreement shall include provisions reasonably acceptable to the Purchaser and Sellers and the Buyer hereby acknowledge that for purposes of IRS Revenue Procedure 2004-53, Purchaser qualifies as a successor employer with respect to transitional coverage any Transferred Employees. In connection with the foregoing, (i) the parties agree to follow the “Alternative Procedures” set forth in Section 5 of IRS Revenue Procedure 2004-53, and (ii) Purchaser shall assume each Seller’s obligation to furnish an IRS Form W-2, Wage and Tax Statement, to each Transferred Employee with respect to the Transferred Employees under calendar year in which the group medical and dental plans of the Seller GroupClosing Date occurs.

Transferred Employees. (a) At least five (5Contemporaneously with the execution hereof, Seller is delivering to Buyer Schedule 5.14(a), which will not be attached to this Agreement, and which lists all of Field Business Employees. Schedule 5.14(a) days prior to sets forth (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or each such Field Business Employee’s job title, date of hire and (ii) each such person’s current annualized base salary or base hourly wage, date of last salary increase and a summary of material bonuses and other compensation, including all vacation or sick time or other paid time off which is accrued but unused, if any, payable to such Field Business Employee by Seller or its Affiliates, including any payments or benefits which may be conditioned upon or due upon Closing or termination of the expected assignment date Field Business Employee’s relationship with respect the Company or its Affiliates. Seller and its Affiliates shall, upon reasonable prior written notice from Buyer and for the sole purpose of enabling Buyer to those Stores and Distribution Centers subject determine which Business Employees to Assumed Real Property Leases to be assigned to make Employment Offers (as defined below) to, permit the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except a reasonable opportunity to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all interview each of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately Business Employees prior to the Closing Date and shall provide to Buyer reasonable access to the personnel files regarding such Business Employees (other than Business Employees designated as “corporate” employees on at least Schedule 3.11(b)(i), subject to appropriate limitations as required by applicable Law. (b) Buyer or any of its Affiliates may, but is not required to, make offers to one or more Business Employees for employment with Buyer or its Affiliates (the same terms and conditions with respect to base salary or hourly wages as those in effect immediately “Employment Offers”). Any such Employment Offers shall be made not less than five days prior to the Closing Date. The Buyer shall extend Employment Offers will include an offer of benefits similar to the benefits provided to comparable employees of Buyer. Each Employment Offer will comply with the requirements of applicable Law and will specify that, if the Employment Offer is accepted by the Business Employee, such Business Employee’s employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness with Buyer or parental leave its Affiliate (as applicable) will commence as of the Closing Date or applicable assignment date to at least Date; provided, however, that each such Employment Offer shall be contingent on the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as occurrence of the Closing Date or assignment dateand on the Business Employee meeting Buyer’s standard employment conditions for comparable actively working employees/contractors, as applicable or benefits which are fully insured) including background checks and drug testing and authorization to work in the United States. Promptly following Seller’s receipt of the Seller Group immediately written notice from Buyer regarding any Employment Offers made by Buyer, and in any event, prior to the Closing Date Closing, Seller shall, or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer shall cause Outrigger or its Affiliates terminates for any reason to, terminate the employment or other than cause from relationship with each Field Business Employee and after to whom Buyer elects to make an Employment Offer (and who has not otherwise resigned), which termination shall be conditional on the occurrence of the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date Date. On the Closing Date, Seller shall pay or assignment datecause to be paid, as applicable. To the extent to each Field Business Employee who accepts employment with Buyer, (i) all earned wages or salaries that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service relate to periods on or prior to the Closing Date, and (ii) all unused vacation time, sick time and other time-off benefits that each such unused vacation time, sick time and other time-off benefits has accrued, but not used, as of the Closing Date (“PTO Amounts”). With respect to any Field Business Employees who accept employment with Buyer, Buyer shall promptly reimburse the Seller Groupfor the PTO Amounts and which are either set forth on Schedule 5.14(a) or have been accrued in the ordinary course of business of the Company since the Execution Date. (c) Seller and its Affiliates (which shall not include the Company after Closing) shall be solely responsible for all Liabilities with respect to, and the payment of all, compensation, benefits and all other similar obligations whatsoever, relating to any current or former employee (including, but not limited to, the Business Employees), officer or director of Outrigger, Seller or its Affiliates, or any person engaged by Outrigger, Seller or its Affiliates in his or her individual capacity as an independent contractor or in his or her individual capacity as a consultant of Outrigger, Seller or its Affiliates who, in each case, provided services to the Company, including hourly pay, commission, bonus, salary, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, change of control payments or severance pay, which, in each case, arose during or is relating to any service with Outrigger, Seller and its Affiliates at any time at or prior to the Closing Date (collectively, the “Pre-Closing Employment Liabilities”). Buyer and its Affiliates (which includes the Company after Closing) shall be solely responsible for all Liabilities, and the payment of all compensation and all other obligations whatsoever, relating to any Business Employees who accept Employment Offers, including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, or severance pay, which, in each case, arise during or is relating to any service with Buyer or its Affiliates (which, following the Closing, includes the Company) at any time at or following the Closing Date (collectively, the “Post-Closing Employment Liabilities”). On the Closing Date or within six days thereafter (or such earlier date as may be required under applicable Law), Seller shall pay or cause to be paid, to each Business Employee who accepts an Employment Offer all earned but unpaid wages or salaries that relate to their employment by Outrigger, Seller or any of its Affiliates for the final pay period in which the Closing Date occurs. (d) The Transition At Buyer’s request, Seller shall assign, or to cause its Affiliates to assign, the Master Service Agreement shall include provisions reasonably acceptable and the Confidentiality and Non-Disclosure, each effective May 26, 2016, and each by and among Wood Group PSN, Inc., Wood Group Production and Consulting Services Inc. and Outrigger Energy LLC (the “Wood Group Agreements”), to the Sellers Buyer, its Affiliates and the Confidentiality and Non-Disclosure Agreement, or the Company prior to Closing. Buyer with respect shall reimburse Seller for any termination or other similar fees incurred by Seller under the Wood Group Agreements following the Closing if (i) Buyer does not provide Seller notice of its intent to transitional coverage request an assignment of the Transferred Employees under the group medical Wood Group Agreements at least thirty (30) days prior to Closing and dental plans (ii) as of the Seller GroupClosing Date, the Wood Group Agreements have not been assigned to Buyer.

Transferred Employees. (a) At least five (5) days prior For each Store as to (i) which the Lease is to be assumed and assigned to Purchaser as of the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to Date, all of Sellers’ Employees employed at such Store shall be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed terminated by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held Sellers effective immediately prior to the Closing Date and prior to the assumption and assignment of such Lease. On the Closing Date, Purchaser shall offer employment to substantially all active Sellers’ Employees at such store (in each case, other than individuals previously identified by Purchaser to be terminated prior to Closing) (such Sellers’ Employees who work at Stores with Leases assumed and assigned to by Purchaser and corporate-level employees, in each case, who actually commence employment after the Closing Date, the “Transferred Employees”) on at least the same terms and conditions to be determined by Purchaser in its sole discretion. (b) For purposes of determining eligibility to participate in and vesting under any “employee benefit plan” (as defined in Section 3(3) of ERISA), other than pension plans (including any defined benefit pension plan), that Purchaser offers to Transferred Employees, and for purposes of determining vacation, sickness benefits and other fringe benefits offered to Transferred Employees by Purchaser, each such Transferred Employee shall be credited with respect the months and years of service he or she completed while employed by the Sellers for any other period or, to base salary the extent such service was credited under a corresponding plan or hourly wages program maintained by the Sellers. (c) On or before the Closing Date, Sellers shall provide a list of the name and site of employment of any and all employees of Sellers who have experienced, or will experience, an employment loss or layoff – as those defined by the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable state or local law requiring notice to employees in effect immediately the event of a closing or layoff (the “WARN Act”) – within ninety (90) days prior to the Closing Date. The Buyer Sellers shall extend an offer of employment update this list up to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to including the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and Purchaser shall cooperate to comply with and take all actions necessary to minimize the Buyer with respect to transitional coverage of the Transferred Employees obligations arising under the group medical and dental plans WARN Act in connection with any (i) plant closing as defined in the WARN Act affecting any site of employment or one or more facilities or operating units within any site of employment of Sellers; (ii) mass layoff as defined in the Seller GroupWARN Act affecting any site of employment of Sellers; or (iii) similar action under the WARN Act requiring notice to employees in the event of an employment loss or layoff. Sellers shall send such notices under the WARN Act as Purchasers may reasonably request.

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on effective as of the Closing Date, Purchaser agrees that it shall offer employment pursuant to the terms set forth below to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working in the Branches and will also be subsequently extended to any individuals subsequently hired for employment at least the same terms and conditions Branches by Seller or its Affiliates in the ordinary course of business consistent with respect to base salary or hourly wages as those in effect immediately past practice prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores ), and Distribution Centers subject to Assumed Real Property Leases will employ each Branch Employee who are on an approved leave of absence for workers compensationhas not declined such offer, disability, military, family illness or parental leave effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) short-term disability leave at the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable assignment Law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. 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. (b) Each Transferred Employee shall initially be provided employment by Purchaser subject to the following terms and conditions: (i) Base salary shall be at least equivalent to the same extent, if anyrate of annual base salary or regular hourly wage rate, as applicable, paid by Seller to such employees would be entitled to reemployment under either Applicable Law or Transferred Employee as of the Seller Group’s policies and procedures in existence immediately Business Day prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.”; and (bii) The Buyer Transferred Employee’s principal work location shall assume and be responsible for the payment within twenty-five (25) miles of (i) all wages due to the Transferred Employees accrued since Employee’s principal work location as of the last regular payroll date Business Day prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), Date; and (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) Except as shown on Schedule 7.6(b)otherwise specifically provided herein, and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause 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 Purchaser in accordance with the terms of Purchaser’s employee benefit and compensation plans commencing on such Transferred Employee’s Transfer 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 applicable Transfer Date (including any service credited from predecessors by merger with or assignment dateinto, or acquisition by, 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), provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. (iv) Each Transferred Employee shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser, as applicablesuch plans may exist, on and after the applicable Transfer Date, and any pre-existing conditions, provisions or actively at-work requirements of such plans shall be waived with respect to any such Transferred Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). All such liabilities Transferred Employees who cease participation in a Seller’s medical and/or dental or other welfare plans on the applicable Transfer Date and become participants in a corresponding Purchaser plan shall be deemed to be Assumed Liabilities. The Buyer shall be responsible receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied. (v) The foregoing shall not preclude the Purchaser from amending or terminating, or requiring the Purchaser to provide, be bound by or maintain for any period of time, any of the foregoing terms, compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after following the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementDate. (c) Except as otherwise provided in this Section 8.7, Seller shall remain solely responsible for any and all liabilities and obligations arising under the Transition 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, wages and incentive compensation arising out of employment of each Transferred Employee through the applicable Transfer 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 applicable Transfer Date, including benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date. (d) From and after the applicable Transfer Date, Purchaser shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the employment of each Transferred Employee by Purchaser from and after the applicable Transfer Date, including, without limitation, all claims under Purchaser’s welfare benefits plans incurred after the applicable Transfer 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. In addition to the foregoing, in the event that Purchaser terminates any Transferred Employee’s employment for any reason other than for any of the reasons indicated in Section 3.3(e) and Sections 3.3(g) through 3.3(k) of The South Financial Group, Inc. Severance Pay Plan, as amended and restated on July 1, 2006 (the “Seller Severance Plan”) on or at any time during the 180 days immediately after the Closing Date (the “Severance Period”), Purchaser shall provide severance payments and benefits equal to the greater of (x) the same level of severance payments and benefits as the Transferred Employee would have received under the Seller Severance Plan (the “Seller Severance Amount”), or (y) the same level of severance payments and benefits as similarly situated employees of Purchaser would receive under Purchaser’s severance pay plan or policy (the “Purchaser Severance Amount”), in each case if the Transferred Employee had experienced a termination of employment under circumstances that would have given rise to severance payments and benefits under each such plan or policy. Within 30 days of the end of the Severance Period, Purchaser agrees to send, and upon receipt, Seller agrees to promptly pay, an invoice (and any other supporting documentation requested by Seller), for the difference, if any, by which the Seller Severance Amount actually paid by Purchaser to Transferred Employees upon termination exceeded the Purchaser Severance Amount applicable to such Transferred Employees. (e) As of the date of this Agreement, Branch Employees are able to participate in tax-qualified defined contribution retirement plans maintained by Seller and its Affiliates (collectively referred to as the “Seller Savings Plans”). On the applicable Transfer Date, the Transferred Employees shall cease participation to participate in the Seller Savings Plans. Purchaser shall take all Employee Plans actions necessary and appropriate to ensure that, on the Closing Date, Purchaser maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the “Purchaser Savings Plans” and individually as the “Purchaser Savings Plan”) effective as of the Closing Date and to ensure that each Purchaser Savings Plan is a tax-qualified, single-employer individual account plan under Section 401(a) of the Code. Purchaser shall permit Transferred Employees to participate in such Purchaser Savings Plans upon the applicable Transfer Date. The terms of the Purchaser Savings Plans, or assignment dateeach such Purchaser Savings Plan, as applicable. To shall provide that each Transferred Employee shall have the extent right to make a direct rollover to a 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 service is relevant for purposes each Transferred Employee who elects to roll over an account in a Seller Savings Plan must roll over his or her entire account balance (including a rollover of eligibilityany notes evidencing loans made to such Transferred Employee). (f) Nothing in this Agreement shall be construed to grant any Branch Employee a right to continued employment by, vesting or benefit accrual under 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 any of Purchaser’s Affiliates’ ability or right to amend or terminate any benefit or compensation plan or program of Purchaser or its Affiliates and nothing contained herein shall be construed as an amendment to or modification of any such plan. Except as expressly set forth in Section 12.9, program or arrangement established or maintained by the Buyer for this Section 8.7 shall be binding upon and inure solely to the benefit of Transferred Employeeseach party to this Agreement, such planand nothing in this Section 8.7, program express or arrangement shall credit the Transferred Employees for service on implied, is intended to confer upon any other person, including, any current or prior to the Closing with the former director, officer or employee of Seller Groupor any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at least the same terms Branches and conditions will also be subsequently extended to any individuals subsequently hired for employment at the Branches prior to the Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) disability leave at the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. 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. For a period of five years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to be employed by Purchaser prior to Seller and/or any of its Affiliates soliciting such Transferred Employee. (b) 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 annual base salary or regular hourly wages wage rate, as applicable, paid by Seller to such Transferred Employee as of the Business Day prior to the Closing Date. (ii) 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 effect accordance with the terms of Purchaser’s employee benefit plans commencing on such Transferred Employee’s Transfer 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 applicable Transfer 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. (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 applicable Transfer Date, and any pre-existing conditions, provisions or actively at-work requirements of such plans shall be waived with respect to any such Transferred Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). All Transferred Employees who cease participation in a Seller’s medical and/or dental or other welfare plans on the applicable Transfer Date and become participants in a corresponding Purchaser plan shall receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied. (iv) During the period from the Closing Date until the first anniversary thereof, Purchaser shall provide each Transferred Employee whose employment is terminated by the Purchaser or its Affiliates without cause, subject to such Transferred Employee’s execution and non-revocation of a release of claims, with severance benefits no less favorable to such Transferred Employee than those that would have been provided under the severance plans of Seller and its Affiliates applicable to such Transferred Employee immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in this Section 8.7, Seller shall remain solely responsible for any and all Liabilities and obligations arising under the Transition 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 applicable Transfer 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 applicable Transfer Date, 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 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 severance plan of Seller and its Affiliates applicable to such Branch Employee as of immediately prior to the Closing Date, it being understood that Purchaser shall be responsible for any such severance payable solely as a result of Purchaser’s failure to offer employment to such Branch Employee in accordance with Sections 8.7(a) and (b). From and after the applicable Transfer Date, Purchaser shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the employment of each Transferred Employee by Purchaser from and after the applicable Transfer Date, including, without limitation, all claims under Purchaser’s welfare benefits plans incurred after the applicable Transfer 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 shall have no liability with respect to any retiree medical plan maintained by Seller. (d) As of the date of this Agreement, Transferred Branch Employees are able to participate in tax-qualified defined contribution retirement plans maintained by Seller and its Affiliates (collectively referred to as the “Seller Savings Plans”). On the Closing Date, the Branch Employees shall cease participation to participate in the Seller Savings Plans. Purchaser shall take all Employee Plans actions necessary and appropriate to ensure that, on or as soon as practicable after the Closing Date, Purchaser maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the “Purchaser Savings Plans” and individually as the “Purchaser Savings Plan”) effective as of the Closing Date and to ensure that each Purchaser Savings Plan is a tax-qualified, single-employer individual account plan under Section 401(a) of the Code. The Purchaser shall permit Transferred Employees to participate in such Purchaser Savings Plans as soon as administratively practicable following the Closing Date. The terms of the Purchaser Savings Plans, or assignment dateeach such Purchaser Savings Plan, as applicable. To shall provide that each Transferred Employee shall have the extent right to make a direct rollover to a 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 service is relevant for purposes each Transferred Employee who elects to roll over an account in a Seller Savings Plan must roll over his or her entire account balance (including a rollover of eligibilityany notes evidencing loans made to such Transferred Employee). (e) Nothing in this Agreement shall be construed to grant any Branch Employee a right to continued employment by, vesting or benefit accrual under 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 arrangement established its Affiliates and nothing contained herein shall be construed as an amendment to or maintained by the Buyer for modification of any such plan. This Section 8.7 shall be binding upon and inure solely to the benefit of Transferred Employeeseach party to this Agreement, and nothing in this Section 8.7, express or implied, is intended to confer upon any other person, including, any current or former director, officer or employee of Seller or any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7. (f) Seller shall take such planadditional actions with respect to agreements of certain employees of Seller as set forth in Seller Disclosure Schedule 8.7(f). (g) With respect to each of the Relationship Managers, program or arrangement (i) Seller agrees to take the actions set forth on Schedule 8.7(g)(i) and (ii) Purchaser agrees to offer employment to the Relationship Managers on the terms and conditions set forth on Schedule 8.7(g)(ii). Purchaser shall credit the Transferred Employees be exclusively responsible for service on or prior all payments due subsequent to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees Date under the group medical and dental plans of the Seller GroupRetention Agreements listed on Schedule 8.7(g)(iii).

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores On or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to before the Closing Date. The , Buyer shall extend an offer of employment, which may be conditioned upon the execution of Buyer’s standard written employment terms, to each Seller employee listed on Schedule 6.1(a), with such employees normally employed at who accept the Stores and Distribution Centers subject to Assumed Real Property Leases who are offer of employment extended by Buyer or any of its Affiliates upon the Closing Date being the “Transferred Employees”; provided, however, that no Seller employees listed on an approved Schedule 6.1(a) shall be on a leave of absence (other than vacation leave in the ordinary course or statutorily protected leave, such as leave under the Family and Medical Leave Act or the Uniformed Services Employment and Reemployment Rights Act of 1994), including any (non-protected) short- or long-term disability leave, as of the Closing Date. The offer of employment extended by Buyer to a Transferred Employee shall be for workers compensation, disability, military, family illness or parental leave an initial position that is substantially comparable to the position held by such employee as of the Closing Date with Seller and shall include (i) base salaries or applicable assignment date hourly wage levels and cash incentive compensation opportunities (as a percentage of base salary, but excluding any long-term incentive awards, equity or equity-based compensation) that are in the aggregate substantially comparable to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the those provided by Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers date hereof and (ii) employee welfare and retirement benefits and vacation benefits (other than any defined benefit pension benefits, equity-based plans or arrangements, nonqualified deferred compensation plans or arrangements, long-term incentive awards or post-termination or retiree welfare benefit plans or arrangements) which are substantially comparable in the aggregate to the benefits (other than any defined benefit pension benefits, equity-based plans or arrangements, nonqualified deferred compensation plans or arrangements, long-term incentive awards or post-termination or retiree welfare benefit plans or arrangements) provided by Buyer to Buyer’s employees of employment extended by similar positions and tenure prior to the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred EmployeesClosing.” (b) The Buyer shall assume use commercially reasonable efforts to cooperate with the Seller so as not to cause “employment losses” (as defined in the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. Section 2101, et seq. (the “WARN Act”)) during the sixty (60) day period commencing on the Closing Date sufficient, alone or in conjunction with employment losses caused by Seller prior to the Closing Date, to trigger an obligation on the part of Seller or Buyer to issue notices under the WARN Act. Seller shall comply with any applicable provisions of the WARN Act and any other legal requirements regarding plant closings or layoffs (or similar triggering event) as they relate to the Transactions, provided that Buyer continues to satisfy its obligations pursuant to the immediately foregoing sentence. Notwithstanding the foregoing, Seller shall be responsible for the payment of solely obligated to pay, and shall pay, (i) all wages due severance or other amounts to any employee of the Transferred Employees accrued since Business triggered by the last regular payroll date prior to Transactions as a result of a termination of employment on or before the Closing Date or assignment date, as applicable, and (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) any liabilities arising under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, WARN Act with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but employees who are not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementEmployees. (c) Except as otherwise provided In accordance with Treasury Regulation §54.4980B-9, Q&A 7, Seller shall be and is solely responsible for COBRA Coverage for all M&A qualified beneficiaries (determined in the Transition Agreementaccordance with Treasury Regulation §54.4980B-9, Transferred Employees Q&A 4); provided, however, that Buyer shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To become responsible for COBRA Coverage to the extent that service Buyer is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.a

Transferred Employees. (a) At least five (5) days prior to (i) In accordance with French law, the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned sale of the Arc Business shall entail the automatic transfer to the Buyer on the Closing Effective Date or of those forty (ii40) Transferred Employees in the expected assignment date French Plant who dedicate a majority of their time to the Arc Business and who are identified in Schedule 6.1(P)(a). The Buyer shall assume all the rights and obligations with respect to those Stores all such Transferred Employees and Distribution Centers subject their employment contracts on and after the Effective Date, including with respect to Assumed Real Property Leases such rights and obligations as have accrued up and until the Effective Date. Those twenty eight (28) Transferred Employees who do not dedicate a majority of their time to be assigned the Arc Business but who, as at the Effective Date, have agreed voluntarily to transfer to the Buyer after (as regards those employed by the Closing Date Seller) or to Corin Belgium (as regards those employed by Tornier Belgium) (together the “Voluntarily Transferred Employees”) are identified in accordance with Section 1.4, Schedule 6.1(P)(a). The Voluntarily Transferred Employees shall transfer to the Buyer shall deliver, in writing individually or generally, an offer of employment commencing to Corin Belgium (as the case may be) on the Closing Date date set out in the column in Schedule 6.1(P)(a) headed “Transfer Date”. The Buyer or assignment Corin Belgium (as the case may be) shall assume all the rights and obligations with respect to all such Voluntarily Transferred Employees and their employment contracts on and after that transfer date, including with respect to such rights and obligations as applicablehave accrued up and until that transfer date. The Buyer shall indemnify the Seller against the Social Liabilities actually incurred by the Seller in respect of the Voluntarily Transferred Employees for the period between the Effective Date and that transfer date, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed that those Social Liabilities exceed the amount paid by the Buyer and such employee), to substantially all the Seller in respect of those Voluntarily Transferred Employees under the terms of the TSA. During the period between the Effective Date and that transfer date, the Seller shall operate the employment contracts of those Voluntarily Transferred Employees in the ordinary course. The Buyer shall pay to the Seller within five (5) Business Days of the Effective Date the salary and related social charges paid and incurred by the Buyer in respect of the Transferred Employees for the period between the Effective Date and 31 October 2016 on a pro-rata basis. Those fifteen (15) employees located in the French Plant who do not dedicate a majority of their time to the Arc Business and who, as at the Effective Date, have not agreed voluntarily to transfer to the Buyer despite having been requested to do so by the Buyer are identified in Schedule 6.1(P)(b) (the “Declining Employees”). The Buyer shall have a period of sixty (60) days from the Effective Date to solicit the Declining Employees to transfer to it. Those Declining Employees who have not given their consent to transfer to the Buyer at the end of that sixty (60) day period shall remain employed by the Seller Group and are employed at with no adjustment to the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of Closing Purchase Price nor any payment by the Seller Group, including employees employed at the Headquarters Buildingbeing due on account thereof. The Seller will, at the sole discretion request of the Buyer, place those Declining Employees who have not given their consent to transfer to the Buyer at the end of that sixty (60) day period referred to above at the disposal of the Buyer (if they agree to it) and the Buyer shall indemnify the Seller for their salary and all associated costs of their employment (including social charges) from the date on which they are put at the Buyer’s disposal. Offers If those Declining Employees refuse to be placed at the disposal of employment extended the Buyer, the Seller will seek to provide the relevant services to the Buyer (upon a request of the latter) and the Buyer shall compensate the Seller for such services at cost. The e-mail records of those Transferred Employees who work in marketing or R&D (as set out in the column in Schedule 6.1(P)(a)) headed “Job”) and of Xxxxxxxx Xxxxx shall be transferred (at their request) after the Effective Date to a download folder for review by the Buyer Seller, with any e-mail records relating exclusively to the non-managerial employees in accordance with this Section 7.6(aArc Business being removed. The e-mail records for the previous twelve (12) months of all other Transferred Employees shall be transferred after the Effective Date to a download folder for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended review by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicableSeller, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but any e-mail records not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b)Arc Business being removed. In each case, and (iv) all severance obligations with respect the remaining e-mail records relating to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities Arc Business shall be deemed transferred to be Assumed Liabilitiesthe Buyer. The Buyer No other e-mail records shall be responsible for all compensation and benefits payable or provided transferred to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementBuyer. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. Assignee shall, or shall cause one of its Affiliates (aas defined in Section 4(j) At least five (5below) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4to, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such make offers of employment to other each of the employees of Assignor identified on Schedule C (the Seller Group, including employees employed at the Headquarters Building, at the sole discretion “Affected Employees”) effective as of the Buyer. Offers Closing on substantially the same terms and conditions of employment extended as are in effect for the Affected Employees as of the date of this Agreement. Any such offer of employment shall be made in writing by Assignee on or before the Buyer Closing. Each Affected Employee shall commence employment with Assignee or an Affiliate of Assignee and shall be deemed to non-managerial employees have accepted Assignee’s or Assignee’s Affiliate’s offer of employment by reporting for work at his or her normal work location (i) for Affected Employees who are actively employed as of the Closing, immediately following the Closing, and (ii) for Affected Employees who, as of the Closing, are absent due to a leave of absence, upon such Affected Employees return to active employment. Affected Employees who accept employment with Assignee or an Affiliate of Assignee in accordance with this Section 7.6(a) the preceding sentence are referred to as “Transferred Employees.” Assignor and its Affiliates shall be terminate for positions with job duties substantially similar to all purposes the job duties employment of the position that the employees held all Affected Employees effective immediately prior to the Closing Date and on and, except as otherwise set forth in this Section 4, Assignor shall, or shall cause its Affiliates to, pay out to the Transferred Employees at least the same terms and conditions Closing all amounts payable with respect to base salary or hourly earned but unpaid wages as those in effect immediately and unpaid expense reimbursement amounts accrued by Transferred Employees prior to the Closing Date. The Buyer shall extend an offer in accordance with applicable policies of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred EmployeesAssignor and/or its Affiliates.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at the Branches and will also be subsequently extended to any individuals subsequently hired for employment at the Branches prior to the Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) disability leave at least the same Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. 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. For a period of five years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to be employed by Purchaser prior to Seller and/or any of its Affiliates soliciting such Transferred Employee. (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 such Transferred Employee’s Transfer 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 applicable Transfer 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 applicable Transfer Date, and any pre-existing conditions, provisions or actively at-work requirements of such plans shall be waived with respect to any such Transferred Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). All Transferred Employees who cease participation in a Seller’s medical and/or dental or other welfare plans on the applicable Transfer Date and become participants in a corresponding Purchaser plan shall receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied. (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 applicable Transfer 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 applicable Transfer 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 with respect of the severance plan of Seller and its Affiliates applicable to base salary or hourly wages such Branch Employee as those in effect of immediately prior to the Closing Date. The Buyer From and after the applicable Transfer Date, Purchaser shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensationpay, disabilitydischarge, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment all salary, wages, and benefits arising out of (i) all wages due or relating to the employment of each Transferred Employees accrued since Employee by Purchaser from and after the last regular payroll date prior to applicable Transfer Date, including, without limitation, all claims under Purchaser’s welfare benefits plans incurred after the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan applicable Transfer Date. Claims are incurred as of the Closing Date date services are provided or assignment datedisability payments are accrued, as applicable notwithstanding when the injury or benefits which are fully insured) of the illness may have occurred. Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to shall be responsible for all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, retiree medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations benefits under Seller’s retiree medical plans or programs with respect to the Transferred Employees whose employment and any former Branch Employees, such that the Purchaser shall have no liability with the Buyer or its Affiliates terminates for respect to any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities retiree medical plan maintained by Seller.. (d) Nothing in this Agreement shall be deemed construed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and grant any Branch Employee a right to continued employment by, or to receive any payments or benefits payable from, Purchaser or provided to the Transferred Employees and any other employees of the Buyer Seller or its their respective Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under 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 arrangement established its Affiliates and nothing contained herein shall be construed as an amendment to or maintained by the Buyer for modification of any such plan. This Section 8.7 shall be binding upon and inure solely to the benefit of Transferred Employeeseach party to this Agreement, such planand nothing in this Section 8.7, program express or arrangement shall credit the Transferred Employees for service on implied, is intended to confer upon any other person, including, any current or prior to the Closing with the former director, officer or employee of Seller Groupor any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five Schedule 8.1(a) contains a list that is complete and accurate in all material respects (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may shall deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(aa revised Schedule 8.1(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately no fewer than fifteen (15) Business Days prior to the Closing Date and (ii) on the Closing Date) of all employees of the Seller employed at least the same terms Branches, and conditions any independent contractors providing services to the Branches, their positions, their business locations, their annual/weekly/hourly rates of compensation, average scheduled hours per week and, with respect to base salary employees, their status as full or hourly wages part-time and active or on leave. (b) Subject to its standard employment procedures and policies, the Buyer will offer to employ the Employees specifically identified by the Buyer, in its sole discretion, effective as those in effect immediately prior to of the Closing Date. The Each Employee who is offered and accepts employment with the Buyer shall extend an offer of and who subsequently commences employment to employees normally employed at with the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave Buyer as of the Closing Date or is referred to herein as a “Transferred Employee.” The Buyer will communicate offers of employment in accordance with any applicable assignment date to at least legal requirements and in a form provided by the same extent, if any, Buyer. Each Transferred Employee shall be offered employment with the Buyer (i) in a position requiring comparable skills and abilities as such employees would be entitled to reemployment under either Applicable Law or Employee’s position with the Seller Group’s policies on the Closing Date, and procedures in existence immediately prior (ii) with cash compensation opportunities that are substantially comparable to opportunities made available by the Buyer to its similarly situated employees on the Closing Date. The individuals Each Transferred Employee who accept offers of employment extended by is a participant in the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) Seller’s employee benefit plans will receive from Seller all wages due benefits under such plans in which he or she participates, to the Transferred Employees accrued since extent that such benefits are vested at the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as time of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from Closing. On and after the Closing Date or assignment dateDate, each Transferred Employee shall receive benefits and be entitled to participate in Buyer’s benefit plans in the same manner as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other similarly-situated employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementBuyer. (c) Except as otherwise provided in the Transition Agreement, The Transferred Employees shall cease participation in all Employee Plans effective as of receive credit for their prior service with the Closing Date or assignment date, as applicable. To the extent that service is relevant Seller for purposes of eligibility, eligibility and vesting or under the Buyer’s benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Groupplans and policies. (d) The Transition This Agreement shall include provisions reasonably acceptable is not intended by the parties to constitute a plan amendment to or to create any obligations of the Sellers and the Buyer parties with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the any employee benefit plan maintained by Seller Groupor Buyer.

Transferred Employees. (a) At least five Schedule 1(a) hereto sets forth the name, employment status (5whether actively employed or on lay-off, leave, short-term or long-term disability or other permitted absence from employment), employee identification number and position with Conexant of each employee of Conexant whose services are related to the Wafer Fabrication Operations (the "Selected Employees"). (b) days prior Prior to (i) the Closing Date Date, Conexant shall provide reasonable access and afford opportunity to the Company and its Representatives from time to time during normal business hours to conduct discussions with respect the Selected Employees for the purpose of presenting to those Stores or Distribution Centers subject to Assumed Real Property Leases the Selected Employees the terms of the employment packages to be assigned offered on behalf of Newport Fab LLC, to the Buyer Selected Employees. The offers of employment made by the Company shall be for employment with Newport Fab LLC, which will be a wholly-owned subsidiary of the Company as of Closing. (c) Prior to the Closing, the Company, on behalf of Newport Fab LLC shall make offers of employment to each Selected Employee who is actively at work on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4collectively, the Buyer "Offered Employees"). The Company shall deliver, in writing individually or generally, an offer on behalf of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee)Newport Fab LLC, to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least each Offered Employee the same terms aggregate level of salary, wages and conditions with respect to base salary or hourly wages as those commission in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers , with such offers being subject to Assumed Real Property Leases who are on the Closing, acceptance by an approved leave of absence for workers compensation, disability, military, family illness or parental leave as employee of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately offer prior to the Closing Date; and such offer to become effective as of May 4, 2002. The individuals who accept offers For purposes of employment extended by this Agreement, a Selected Employee is not "actively at work" if the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of Selected Employee is (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date receiving short-term or assignment datelong-term disability benefits under any plan or program established or maintained by Conexant, as applicable, or (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (on any type of leave other than accrued vacation. All Selected Employees who are not Offered Employees shall continue to be employees of Conexant. (d) Conexant shall remain responsible for all costs incurred by Conexant associated with the termination of employment with Conexant of all Offered Employees who do not accept the Company's offer of employment. (e) As of the Closing, any Selected Employee of Conexant who is receiving benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities Conexant's short-term disability program shall be deemed to be Assumed Liabilitiesan employee of Conexant until the Selected Employee is no longer eligible for Conexant's short-term disability program. The Buyer If the Selected Employee is eligible for long-term disability benefits or disability retirement when the Selected Employee is no longer eligible for Conexant's short-term disability program, the Selected Employee shall receive benefits under Conexant's long-term disability program or pension plan. Any Selected Employee who is no longer eligible for Conexant's short-term disability program, but who is not eligible for long-term disability benefits or disability retirement, shall become an Offered Employee on the date the individual is removed from disability status ("Return Date") if the Company or Newport Fab LLC is operating the facility at which the Offered Employee was last employed on the Offered Employee's Return Date, and the Offered Employee accepts the Company's offer of employment. Any Selected Employee receiving long-term disability under Conexant's long-term disability program on the Closing Date shall not be considered an Offered Employee on the Closing Date and shall not become an Offered Employee at any later date. Any Selected Employee who retired on or before the Closing Date shall not be considered an Offered Employee on the Closing Date and shall not become an Offered Employee at any later date. (f) Each Offered Employee shall remain an employee of Conexant from the Closing Date through May 3, 2002 (or the applicable Return Date) (the "Interim Period") at Conexant's prevailing terms, conditions, policies and procedures. (g) During the Interim Period, the Company may request from Conexant the services to be performed by the Offered Employees and Conexant shall cause the Offered Employees to provide such services to Newport Fab LLC as requested by the Company under the direction of Conexant in the manner directed by the Company. During the Interim Period, Conexant shall cause such services to be provided at the direction of the Company. During the Interim Period, Conexant shall have the sole authority to terminate the employment of any or all of the Offered Employees. In the event Conexant terminates the employment of any such Offered Employee after Closing but prior to May 4, 2002, the Offered Employee shall cease to be an Offered Employee. Conexant shall be responsible for all costs and expenses associated with any such termination of employment. (h) Effective as of May 3, 2002, (or the applicable Return Date) Conexant shall terminate the employment of all Offered Employees. The Company shall reimburse Conexant for all salaries, wages (including overtime pay), commissions, payroll taxes, unemployment insurance, health and life insurance, and workers' compensation premium costs incurred by Conexant that are related to the employment of each such Offered Employee from the Closing Date through May 3, 2002 at levels not greater than those provided immediately prior to Closing. All other costs and expenses associated with the employment of the Offered Employees during the Interim Period shall be paid by Conexant (including, but not limited to, the cost of any equity or incentive compensation arrangement such as a stock option, stock exchange or bonus program). Conexant shall submit an invoice to the Company on a monthly basis itemized by employee and benefits payable or provided and all such costs and expenses shall be reimbursed to Conexant within 30 days of the Company's receipt of any such invoice. (i) Conexant shall have no responsibility to the Transferred Company, Carlyle or Newport Fab LLC for the errors, omissions or conduct of an Offered Employee relating to or arising from the performance of services provided by such Offered Employees to Newport Fab LLC during the Interim Period, other than for the failure of Conexant to provide such services in the manner and method directed by the Company consistent with past practice, so long as such direction is in compliance with all applicable Legal Requirements. (j) CONEXANT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PERFORMED BY THE OFFERED EMPLOYEES DURING THE INTERIM PERIOD AND ALL IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CONEXANT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES PERFORMED BY THE OFFERED EMPLOYEES DURING THE INTERIM PERIOD FOR ANY PURPOSE OR USE, OTHER THAN FOR THE FAILURE OF CONEXANT TO PROVIDE SUCH SERVICES IN THE MANNER AND METHOD DIRECTED BY THE COMPANY CONSISTENT WITH PAST PRACTICE, SO LONG AS SUCH DIRECTION IS IN COMPLIANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS. THIS PROVISION DOES NOT LIMIT THE REPRESENTATIONS AND WARRANTIES OF CONEXANT SET FORTH IN THE CONTRIBUTION AGREEMENT. (k) The Company agrees to fully release, defend, indemnify and hold harmless Conexant, and Conexant's affiliates, subsidiaries, officers, directors, employees, agents and insurers, from any other employees and all claims, out of pocket expenses, damages (including compensatory and punitive), demands, actions and expenses, including legal fees and costs, and liabilities arising from or related to: (i) any breach of the Buyer Company's or its Affiliates from Newport Fab LLC's duties as set forth herein; (iii) any claim made by an Offered Employee arising out of any agreement between the Company or Newport Fab LLC, on the one hand and such Offered Employee on the other, or arising out of any events, acts or conduct occurring after the Closing Date or applicable assignment date. Application as a result of the foregoing acts or omissions of the Company; and (ii) any claim made by any third party that is related in any way to the Offered Employees and arises from acts or conduct of the Company occurring after the Closing Date. Conexant agrees to fully release, defend, indemnify and hold harmless the Company, Carlyle, and their respective affiliates, subsidiaries, officers, directors, employees, agents and insurers, from any and all claims, out of pocket expenses, damages (including compensatory and punitive), demands, actions and expenses, including legal fees and costs, and liabilities arising from or related to any breach of Conexant's duties as set forth herein. (l) Except as expressly provided herein Conexant shall not be entitled to solicit for hire any of the Offered Employees who accept employment with Newport Fab LLC prior to or within 90 days after the Closing (the "Transferred Employees") for a period of one (1) year following the Closing, without the Company's consent. In addition, for a period of one (1) year from the date of this Agreement, the Company shall not be entitled to solicit for hire any of Conexant's employees, except for those employees who are Offered Employees. Notwithstanding the foregoing, the placement by any Person of advertisements for employment on its Internet site or in newspapers or other publications of general circulation or industry specific publications will not be deemed to be in violation of this Section 1(l). (m) If the Company rescinds an offer of employment made to any Offered Employee Plans prior to May 4, 2002, Conexant subsequently terminates the Offered Employee's employment and the Offered Employee's employment ends on or prior to May 4, 2002, then the Company shall reimburse Conexant for the cost of providing medical and dental benefits shall be subject severance to the Offered Employee pursuant to the terms of any applicable Employee Plan in effect as of the Transition AgreementClosing Date, the cost of any amount paid in lieu of notice under the Worker Adjustment and Retraining Notification Act and amounts incurred in providing continuation coverage as such term is defined in 4980B of the Code. (cn) Except as otherwise provided in the Transition this Agreement, neither the Company nor Newport Fab LLC shall assume any obligation or liability with respect to any Employee Plan, Selected Employee, Offered Employee, or Transferred Employee (including, but not limited to, benefits provided under the Voluntary Early Retirement Plan, or any retiree health benefit other than as provided in Section 5 of this Agreement). Conexant shall remain responsible for claims deemed incurred prior to May 4, 2002 by Transferred Employees shall cease participation under any Employee Plan or worker's compensation arrangement regardless of whether the payment is made on or after May 4, 2002. For purposes of this Agreement, (i) a claim for health benefits (including, without limitation, a claim for medical, prescription drug and dental expenses) will be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the Transferred Employee claiming such benefit; (ii) a claim for sickness or disability benefits based on an injury or illness occurring prior to May 4, 2002 will be deemed to have occurred prior to May 4, 2002; and (iii) in all Employee Plans effective as the case of any claim for benefits other than health benefits, sickness or disability benefits, a claim will be deemed to have been incurred upon the occurrence of the Closing Date event giving rise to such claim. The Company shall not be obligated to provide, or assignment dateassume any obligation or liability relating to, continuation coverage as applicable. To defined in Section 4980B of the extent that service is relevant for purposes of eligibility, vesting Code with respect to any Transferred Employee or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service beneficiary who incurs a qualifying event on or prior to May 4, 2002. Conexant shall remain responsible for all workers' compensation claims and/or occurrences that arose prior to May 4, 2002 regardless of whether the Closing with claim was filed prior to May 4, 2002, and regardless of whether the Seller Groupclaim was known on May 4, 2002. (do) Nothing contained in this Section 1 is intended to confer upon any employee of Conexant or the Company any right to continued employment either before or after the Closing. (p) The Transition Agreement parties acknowledge and agree that all Intellectual Property and other technology or inventions developed or disclosed by the Offered Employees in the course of their employment during the Interim Period shall include provisions reasonably acceptable to constitute the Sellers and the Buyer with respect to transitional coverage property of the Transferred Employees under the group medical and dental plans of the Seller GroupCompany.

Transferred Employees. (a) At least five [***] (5b) days The Sellers and the Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance or termination of employment of any Business Employee prior to or upon the Closing for purposes of any severance or termination benefit plan, program, policy, agreement or arrangement of the Sellers or any of their Affiliates, and that Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing. Notwithstanding anything herein to the contrary, if any Business Employee does not accept an offer of (ior fulfill the conditions for) employment from the Buyer and its Affiliates, the Buyer shall not have any responsibility for, and the Sellers shall retain and hold the Buyer harmless and indemnify the Buyer with respect to, any and all Liabilities (including statutory or contractual severance benefits or notice obligations) arising as a result of the actual or constructive termination of such Business Employee’s employment with the Sellers as a result of the transactions contemplated by this Agreement or otherwise. (c) The Buyer or its Affiliates shall assume in writing the Collective Bargaining Agreements listed on either Schedule 1.2(a)(xii), Schedule 1.3(a)(xii)(A) or Schedule 1.3(a)(xii)(B) or obligations thereunder in respect of Business Employees, as applicable (effective from the Closing Date until their respective termination, expiration or replacement). For those Business Employees employed in the operation of the Assets covered by such Collective Bargaining Agreements effective as of the Closing, such Business Employees shall become Transferred Employees as of the Closing Date and the Buyer or its Affiliates will be bound by, comply with and adhere to the obligations thereunder pursuant to the terms therein, including the provision of employee benefits and pensions to the covered Transferred Employees in accordance with the terms thereof, solely with respect to those Stores the Transferred Employees and to the extent required under such Collective Bargaining Agreements as of the Closing Date. Following the Closing, the Buyer or Distribution Centers its Affiliates will employ the Transferred Employees who are subject to Assumed Real Property Leases such Collective Bargaining Agreements, on the terms therein (as may be modified from time to be assigned time) with credit as applicable for years of service with the applicable entity. Sellers and their Affiliates shall reasonably cooperate with Buyer and its Affiliates and take all required actions to cause the assumption of the Collective Bargaining Agreements or obligations thereunder in respect of Business Employees (as applicable) described herein by the Buyer on or its Affiliates. For the avoidance of doubt, Buyer acknowledges that any Collective Bargaining Agreement applicable to a WM Company or ADS Company shall continue in effect according to its terms (as may be amended from time to time) after the Closing Date or (ii) the expected assignment date with respect to those Stores each such WM Company or ADS Company, following the purchase and Distribution Centers subject sale of the Equity Interests of such WM Company or ADS Company pursuant to Assumed Real Property Leases this Agreement. (d) [***] (e) Following the Closing, to the extent included in ADS Pre-Closing Accrued Compensation, and except as provided in the next sentence, the Buyer will recognize and credit to the Transferred Employees all of their accrued but unpaid hours of vacation time as of the Closing in accordance with the Sellers’ vacation policies relating to the period prior to the Closing. To the extent required by applicable Law, the Sellers shall pay or cause to be assigned paid to each Transferred Employee all amounts in respect of earned but unused vacation time that become due as a result of the transfer of employment contemplated by this Section 5.9. (f) Effective as of the Closing Date, the Transferred Employees who are participants in a 401(k) plan maintained by the Sellers or their Affiliates (the “Seller’s 401(k) Plan”) shall cease to be eligible for any future contributions to the Buyer Sellers 401(k) plan, and shall have a fully vested and non- forfeitable interest in their account balances thereunder. As soon as practicable after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis following (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended i) delivery by the Buyer to non-managerial employees in accordance with this Section 7.6(athe Sellers of a favorable IRS determination letter or prototype opinion letter regarding a defined contribution plan of the Buyer (“Buyer’s 401(k) shall be for positions with job duties substantially similar Plan”) or an opinion of counsel reasonably satisfactory to the job duties Sellers to the effect that the terms of the position Buyer’s 401(k) Plan and its related trust qualify, as to form, under Section 401(a) and Section 501(a) of the Code, and (ii) delivery by the Sellers to the Buyer of a favorable IRS determination letter or prototype opinion letter regarding Seller’s 401(k) Plan or an opinion of counsel reasonably satisfactory to the Buyer to the effect that the terms of the Seller’s 401(k) Plan and its related trust qualify, as to form, under Section 401(a) and Section 501(a) of the Code, the Seller shall cause the trustee of the Seller’s 401(k) Plan to transfer all of the assets and liabilities thereof solely with respect to the amount of the transferred accrued benefits attributable to the Transferred Employees (excluding those employees held immediately who retired effective on or prior to the Closing Date date of transfer and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are remain on an approved leave of absence as of the date of transfer) to the Buyer’s 401(k) Plan; provided, however, that the Buyer shall not assume, and the Sellers shall retain, all liabilities with respect to the Seller’s 401(k) Plan other than such accrued benefit liabilities. Unless otherwise agreed by the Sellers and the Buyer, the assets to be transferred shall be cash and promissory notes for workers compensationloans made to the Transferred Employees under the terms of the Seller’s 401(k) Plan. (g) With respect to each Transferred Employee (and such Transferred Employee’s dependents) who elects to participate in the Buyer’s or its Affiliate’s group health plans, disabilitythe Buyer or its Affiliates shall use commercially reasonable efforts to waive or cause to be waived any pre-existing condition exclusions to coverage, militaryany evidence of insurability provisions, family illness any active at work requirement and any waiting period or parental leave service requirements that did not exist or had been waived or otherwise satisfied under the applicable Seller’s or any its applicable Affiliates’ applicable comparable group health plans. For each Transferred Employee who enrolls in the Buyer’s or its Affiliate’s medical benefits plan, the Buyer shall also use commercially reasonable efforts to apply towards any deductible requirements and out-of-pocket maximum limits under its health plans applicable to the year of Closing, any amounts paid by such Transferred Employee toward such requirements and limits under the applicable Seller’s or applicable Seller’s Affiliate’s comparable medical benefits plans. (h) The Buyer and the Sellers shall use commercially reasonable efforts to take all actions reasonably necessary or appropriate to allow for the spin-off of the flexible spending accounts (the “FSA Spin-Off”) of those Transferred Employees who participate in a flexible spending plan maintained by any of the Sellers or their Affiliates (collectively, the “Seller FSA Plan”) so that, effective as of the transition from the payroll of a Seller (or an applicable Affiliate thereof) to the payroll of Buyer (or an applicable Affiliate thereof) in accordance with the Seller TSA (the “Payroll Transition Date”), (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) of such Transferred Employees shall be transferred to one or more comparable flexible spending plans of the Buyer or its Affiliates (collectively, the “Buyer FSA Plan”), and (ii) such Transferred Employees shall be reimbursed from the Buyer FSA Plan for appropriate claims (incurred at any time during the plan year of the applicable Seller FSA Plan in which the Payroll Transition Date occurs) that are submitted to the Buyer FSA Plan from and after the Payroll Transition Date. As soon as practicable after the Payroll Transition Date, and in any event within ten (10) Business Days after the amount of the Transferred FSA Balances is determined, the Sellers shall pay to the Buyer the net aggregate amount of the Transferred FSA Balances, if such amount is positive, and the Buyer shall pay to the Seller the net aggregate amount of the Transferred FSA Balances, if such amount is negative. To the extent that the Buyer or its Affiliates do not maintain a flexible spending plan comparable with the applicable Seller FSA Plan, the Buyer shall use commercially reasonable efforts to adopt such a plan effective as of the Payroll Transition Date. The Buyer and the Sellers agree to use commercially reasonable efforts to amend their respective flexible spending plans, as necessary, to allow for the FSA Spin-Off and to provide that such Transferred Employees will become participants in the Buyer FSA Plan as of the first day of the plan year of the Seller FSA Plan and at the same level of coverage they had under the Seller FSA Plan. Notwithstanding anything herein to the contrary, the FSA Spin-Off shall not apply to those Transferred Employees who continue participation in the Seller FSA Plan after the Closing by electing COBRA benefits under the Sellers’ healthcare plan pursuant to Section 4980B of the Code. (i) The Sellers shall, or shall cause the Companies to, as applicable, provide (or cause their applicable Affiliate to provide) any required notice under and otherwise comply with the WARN Act with respect to any event or circumstances affecting each of their respective Business Employees or any current or former employee of the Sellers primarily involved in the operation of WM Assets or ADS Assets (other than Business Employees) prior to the Closing (including as a result of the transactions contemplated by this Agreement). The Buyer or the Companies, as applicable, shall provide (or cause their applicable Affiliate to provide) any required notice under and otherwise comply with the WARN Act, with respect to any event or circumstances affecting Transferred Employees after the Closing; provided that, for the avoidance of doubt, subject to the Buyer’s compliance with the last sentence of this Section 5.9(i), the Sellers and their Affiliates (excluding the Companies) shall be solely responsible for any Liability under the WARN Act for “employment losses” (as defined in the WARN Act) occurring on or prior to the Closing and “employment losses” at any time as they relate to any employees who are not Transferred Employees. On the Closing Date, the Sellers shall notify the Buyer of any “employment loss” (as defined in the WARN Act) experienced by any Business Employee or any current or former employee of the Sellers primarily involved in the operation of WM and ADS Assets (other than Business Employees) during the ninety (90)-day period ending on the Closing Date (including the employment site and date of each such employment loss), and of any Business Employee who as of the Closing Date is furloughed without pay or applicable assignment on similar unpaid leave of absence (including the employment site and date to at least of commencement of such furlough or similar leave of absence) or working on a schedule of reduced hours by more than 50% (including the same extent, if any, as employment site and date of commencement of such employees would be entitled to reemployment under either Applicable Law or reduction). For the Seller Group’s policies and procedures in existence immediately prior to ninety (90)-day period following the Closing Date. The individuals who accept offers of employment extended by , the Buyer pursuant shall not take or cause to this Section 7.6(a) are hereinafter referred be taken, or omit to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment datetake, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations any action with respect to the Transferred Employees whose employment that would cause any of the Sellers or the Companies to be in violation of or in default under, or otherwise trigger any liability under the WARN Act with respect to any actions thereby prior to the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment dateClosing. (j) The Sellers, as applicable, shall use or shall cause to be used its commercially reasonable efforts to assist the Buyer in (and provide all necessary or appropriate documentation in connection with) hiring the Transferred Employees, as applicable, or transferring their employment, as the case may be, and taking all other actions required by this Section 5.9. All such liabilities Between the Execution Date and the Closing, the Parties agree to cooperate with each other with respect to all material, oral or written communications or meetings with the Business Employees regarding future employment. This Section 5.9 shall be deemed binding upon and inure solely to be Assumed Liabilities. The Buyer the benefit of each of the Parties, and nothing in this Section 5.9, expressed or implied, is intended nor shall be responsible for all compensation and benefits payable construed to confer upon any other Person any rights or provided to remedies of any nature whatsoever under or by reason of this Section 5.9. Without limiting the foregoing, no provision of this Section 5.9 will create any third-party beneficiary rights in any current or former employee of the Sellers, any Transferred Employees and or any union (or similar employee representative body) in respect of employment, continued employment or resumed employment, compensation, benefits or any other employees of matter. Nothing in this Agreement shall be construed as establishing or modifying any Collective Bargaining Agreement or benefit or compensation plan, program, policy, contract, agreement or arrangement. Except as set forth herein, each Seller retains all liability associated with the Buyer employment or its Affiliates from retention of its employees, consultants and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreementcontract workers. (ck) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.[***]

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group Sellers and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller GroupSellers, including employees employed at the Headquarters BuildingHome Office, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing DateLaw. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a7.4(a) are hereinafter referred to as the “Transferred Employees.”” In supplement of the foregoing, Buyer convenants to offer sufficient offers of employment so as not to trigger any notification obligations under the WARN Act. (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group Sellers immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b7.4(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and within 12 months after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in Buyer or an entity affiliated with Buyer shall assume the Transition Agreement, Employee Plans sponsored by Sellers identified on Schedule 4.11(a). The Transferred Employees shall cease continue participation in all such assumed Employee Plans and in all Employee Plans sponsored by Family Christian Resource Center, Inc. effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing in accordance with the Seller Groupterms of such Employee Plans. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at least the same terms Branches and conditions will also be subsequently extended to any individuals subsequently hired for employment at the Branches prior to the Closing Date), and will employ each Branch Employee who has not declined such offer, effective as of the Closing Date (or, with respect to a Branch Employee who is on (x) disability leave at the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the applicable Transfer Date. 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. For a period of three years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are not advised by Seller or its Affiliates after the date hereof to engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to be employed by Purchaser prior to Seller and/or any of its Affiliates soliciting such Transferred Employee. (b) 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 annual base salary or regular hourly wages wage rate, as applicable, paid by Seller to such Transferred Employee as of the Business Day prior to the Closing Date. (ii) 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 effect accordance with the terms of Purchaser’s employee benefit plans commencing on such Transferred Employee’s Transfer 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 applicable Transfer 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. (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 applicable Transfer Date, and any pre-existing conditions, provisions or actively at-work requirements of such plans shall be waived with respect to any such Transferred Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). All Transferred Employees who cease participation in a Seller’s medical and/or dental or other welfare plans on the applicable Transfer Date and become participants in a corresponding Purchaser plan shall receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied. (iv) During the period from the Closing Date until the first anniversary thereof, Purchaser shall provide each Transferred Employee whose employment is terminated by the Purchaser or its Affiliates without cause, subject to such Transferred Employee’s execution and non-revocation of a release of claims, with severance benefits no less favorable to such Transferred Employee than those that would have been provided under the severance plans of Seller and its Affiliates applicable to such Transferred Employee immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in this Section 8.7, Seller shall remain solely responsible for any and all Liabilities and obligations arising under the Transition 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 applicable Transfer 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 applicable Transfer Date, 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 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 severance plan of Seller and its Affiliates applicable to such Branch Employee as of immediately prior to the Closing Date, it being understood that Purchaser shall be responsible for any such severance payable solely as a result of Purchaser’s failure to offer employment to such Branch Employee in accordance with Sections 8.7(a) and (b). From and after the applicable Transfer Date, Purchaser shall pay, discharge, and be responsible for all salary, wages, and benefits arising out of or relating to the employment of each Transferred Employee by Purchaser from and after the applicable Transfer Date, including, without limitation, all claims under Purchaser’s welfare benefits plans incurred after the applicable Transfer 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 shall have no liability with respect to any retiree medical plan maintained by Seller. (d) As of the date of this Agreement, Transferred Branch Employees are able to participate in tax-qualified defined contribution retirement plans maintained by Seller and its Affiliates (collectively referred to as the “Seller Savings Plans”). On the Closing Date, the Branch Employees shall cease participation to participate in the Seller Savings Plans. Purchaser shall take all Employee Plans actions necessary and appropriate to ensure that, on or as soon as practicable after the Closing Date, Purchaser maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the “Purchaser Savings Plans” and individually as the “Purchaser Savings Plan”) effective as of the Closing Date and to ensure that each Purchaser Savings Plan is a tax-qualified, single-employer individual account plan under Section 401(a) of the Code. The Purchaser shall permit Transferred Employees to participate in such Purchaser Savings Plans as soon as administratively practicable following the Closing Date. The terms of the Purchaser Savings Plans, or assignment dateeach such Purchaser Savings Plan, as applicable. To shall provide that each Transferred Employee shall have the extent right to make a direct rollover to a 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 service is relevant for purposes each Transferred Employee who elects to roll over an account in a Seller Savings Plan must roll over his or her entire account balance (including a rollover of eligibilityany notes evidencing loans made to such Transferred Employee). (e) Nothing in this Agreement shall be construed to grant any Branch Employee a right to continued employment by, vesting or benefit accrual under 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 arrangement established its Affiliates and nothing contained herein shall be construed as an amendment to or maintained by the Buyer for modification of any such plan. This Section 8.7 shall be binding upon and inure solely to the benefit of Transferred Employeeseach party to this Agreement, such planand nothing in this Section 8.7, program express or arrangement shall credit the Transferred Employees for service on implied, is intended to confer upon any other person, including, any current or prior to the Closing with the former director, officer or employee of Seller Groupor any of its Affiliates, any rights or remedies of any nature whatsoever under or by reason of this Section 8.7. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) Offers of Employment. Subject to any applicable requirement of applicable law, Purchaser shall not be required to offer employment to, or retain, any Branch Employee. At least five thirty (530) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer , Purchaser shall extend provide Seller with a list of all Branch Employees it intends to offer employment to and, effective as of the applicable Transfer Date, Purchaser will, subject to such Branch Employee or Leave Recipient satisfying standard pre-employment screening requirements, employ each such employee who has accepted an offer of employment employment. Following the Closing Date, each Branch Employee employed by Purchaser shall, from and after the Transfer Date, be defined as a “Transferred Employee” for purposes of this Agreement. Subject to employees normally employed at the Stores and Distribution Centers provisions of this Section 8.7, Transferred Employees shall, if applicable, be subject to Assumed Real Property Leases 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. With respect to any Branch Employee who are is not actively at work on the Closing Date as a result of an approved leave of absence for workers compensation(including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993) (collectively, disabilitythe “Leave Recipients”), militaryPurchaser shall have the option, family illness or parental leave as but not the obligation, to make an offer of employment contingent on such Leave Recipient’s return to active status within six (6) months following the Closing Date or such longer period as may be required by applicable assignment date to at least law. When a Leave Recipient who has (A) accepted the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), offer and (ivB) all severance obligations with respect satisfied standard pre-employment screening requirements returns to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject active status pursuant to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employeeshereof, such plan, program or arrangement Leave Recipient shall credit the be considered a Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.Employee. 55

Transferred Employees. (aSchedule 3.27(c) At least five (5) days lists all of the Business Employees as of the date of this Agreement. Seller shall continue to employ all of the Employees until the Closing, except for any Employee who prior to the Closing (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or is terminated for cause; (ii) is terminated with the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to consent of Buyer, or (iii) voluntarily resigns. Within sixty (60) business days of the Buyer after the Closing Date in accordance with Section 1.4execution of this Agreement, the Buyer shall deliver, in writing individually or generally, an offer deliver to Seller a list of those Business Employees who will be offered employment commencing by Buyer on the Closing Date or assignment date, as applicable, terms and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers conditions of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at be determined in the sole discretion of the Buyer. Offers From the date of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior Agreement to the Closing Date Date, Seller shall permit Buyer to communicate with the Business Employees, at reasonable times and on at least upon reasonable notice and to interview the same terms Business Employees and conditions with respect review the personnel records and such other information concerning such employees as Buyer may reasonably (subject to base salary or hourly wages obtaining any legally required written permission of any affected employee and to any other applicable law). Buyer’s offer of employment shall be contingent upon and effective as those in effect immediately prior to of the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases Business Employees who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies offered and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are shall hereinafter be referred to as the “Transferred Employees.” (b) The ” Business Employees to whom offers are made but who decline such offers, or who fail to perform one hour of service for Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to after the Closing Date or assignment dateshall hereinafter be referred to as the “Terminated Employees.” Seller and Buyer agree, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided with respect to Transferred Employees or their dependents) under Employees, to take the employment policies position that they are, respectively, a “predecessor” and Employee Plans (other than accrued benefits under “successor” as defined in Revenue Procedure 96-60 and Treasury Regulation Section 31.3 121(a)(l)-l(b). Seller and Buyer shall use the Savings plan “Standard Procedure” described in Section 4 of Revenue Procedure 96-60 with respect to all Transferred Employees. Seller shall supply to Buyer, with respect to all Transferred Employees, all cumulative payroll information as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The that Buyer shall be responsible for all compensation and benefits payable or provided reasonably request in order not to restart the Transferred Employees and any other employees wage base of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Groupsocial security and Medicare tax purposes. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior Subject to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with the provisions of this Section 1.48, the Buyer shall deliver, in writing individually may offer employment to any or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees identified by Seller to Buyer who remain employed by are necessary for the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees operation of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion Business as of the Buyerdate of this Agreement (the “Employees”). Offers of employment extended by Prior to the Closing, Seller will permit Buyer reasonable access to information relating to the Employees in order to allow Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar determine whether it wishes to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to such Employees. Seller will provide reasonable cooperation to assist Buyer for a period of up to two (2) months after the Closing to facilitate the transition of Seller’s employees normally employed at the Stores and Distribution Centers to Buyer. Such employment will be subject to Assumed Real Property Leases who are Buyer’s established policies generally applicable to new employees. With regard to the Employees listed on an approved leave Schedule 8.1(a), Buyer will deliver written offers of absence for workers compensation, disability, military, family illness employment (the “Offer”) to such Employees by or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to on the Closing Date. The individuals Upon Closing, Buyer may hire those Employees to whom it has made an offer in accordance with this Section 8.1 and who accept offers of employment extended such offer in the manner and within the time frame reasonably established by Buyer (“Designated Employees”). With regard to the Employees listed on Schedule 8.1(b) (“Designated TSA Employees”), Buyer will deliver Offers to such Employees on a date mutually agreed to by the Parties on or following the Closing. Upon delivery of the Offer, Buyer pursuant may hire the Designated TSA Employees who accept such Offer in the manner and within the time frame reasonably established by Buyer. Each such Designated Employee or Designated TSA Employee who is employed by Seller prior to this Section 7.6(a) are hereinafter the date of the respective Offer and who actually transfers to employment with Buyer at or after the date of the respective Offer is hereafter referred to as the a “Transferred EmployeesEmployee.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due With regard to the those Transferred Employees accrued since the last regular payroll date whose Offer was made by Buyer prior to or on the Closing Date, their employment with Seller will end at the close of business on the Closing Date and their employment with Buyer will commence at 12:01 a.m. on the day after the Closing Date. With regard to those Transferred Employees whose Offer was made after the Closing Date, their employment with Seller will end and their employment with Buyer will commence at a time and date mutually agreed to by and between the Seller and Buyer. The date the Transferred Employees’ employment terminates with Seller and commences with Buyer will be referred to as the “Transfer Date.” The terms of employment with Buyer (or assignment dateBuyer’s Affiliates) will be as mutually agreed to between each Transferred Employee and Buyer (or Buyer’s Affiliate, as applicable, (ii) all amounts due the case may be). Subject to the Transferred Employees provisions of this Section 8.1, any salary, wages, commissions, sabbatical, bonus, health and welfare benefits (excluding accrued vacation and paid time off), profit sharing, stock bonus, severance, pension, retirement, stock purchase, options, deferred compensation plans, or to service providers for benefits provided other Employee Benefit Plan accrued through the Transfer Date will be paid by Seller to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment dateTransfer Date; provided, however, that Buyer will assume all accrued vacation and paid time off balances as applicable or benefits which are fully insured) of the Seller Group immediately prior Transfer Date for Transferred Employees. Buyer will have no Liability or other obligation with respect to payments of salary, wages, commissions, sabbatical, bonus, health and welfare benefits (excluding accrued vacation and paid time off), profit sharing, stock bonus, severance, pension, retirement, stock purchase, options, deferred compensation plans, or any other sums due to any Transferred Employee related to periods of employment under Seller. To the extent “continuation coverage” (within the meaning of Code Section 4980B) is required to be provided, Buyer will assume responsibility for any “M&A qualified beneficiaries” (within the meaning of Code Section 4980B) in connection with the Contemplated Transactions solely with respect to Transferred Employees. Buyer will be fully responsible for all amounts payable to any Transferred Employee, including (without limitation) all termination payments, redundancy compensation, severance pay, and other amounts payable in respect of the termination of employment of any Transferred Employee following the Transfer Date. Notwithstanding the foregoing provision to the Closing Date or assignment date, as applicablecontrary, with respect to all benefits provided any Transferred Employee, the transactions contemplated in this Agreement will not constitute a termination of employment under the any Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to Benefit Plan entitling the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b)Employee to termination payments, redundancy compensation, severance pay, and (iv) all severance obligations with other amounts payable in respect of a termination of employment; provided, however, that this provision will not apply to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed those plans intended to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreementqualify under Code Section 401(a). (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as As of the Closing Date or assignment dateDate, as applicableand for a period of at least 12 months thereafter, Buyer will provide employee benefits to Transferred Employees that are not less favorable, in the aggregate, than the employee benefits provided by Buyer to similarly situated employees of Buyer. To Transferred Employees will receive full credit for their service with Seller and its ERISA Affiliates (and any predecessor employer to the extent that service is relevant previously recognized under the Employee Benefit Plans) for purposes of eligibilitydetermining eligibility to participate, vesting or vesting, amount of benefits (other than benefits under a defined benefit accrual pension plan) and all other relevant purposes under any all employee benefit planplans, program or arrangement established or maintained by the programs, arrangements, policies and practices of Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the extended to Transferred Employees for service on (each, a “Buyer Benefit Plan”). With respect to each Buyer Benefit Plan providing health care benefits, including medical benefits, Buyer (i) will waive or prior will cause to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers be waived any and the Buyer all preexisting condition limitations and exclusions and any and all eligibility waiting periods with respect to transitional coverage each of the Transferred Employees and their spouses and dependents, and (ii) will recognize or cause to be recognized for purposes of annual deductible, co-pay and out-of-pocket limits any deductible, co-pay and out-of-pocket expenses paid by Transferred Employees and their spouses and dependents under the group medical and dental plans relevant Employee Benefit Plan during the calendar year in which the Closing occurs. Transferred Employees will be third party beneficiaries for the purposes of enforcing this Section 8.1. In addition, any Transferred Employee who is either receiving benefits or waiting for a disability determination under Seller’s long-term disability plan as of the Seller GroupTransfer Date will continue to be covered under Seller’s long-term disability plans, subject to the terms and conditions of such plans, until they are no longer disabled or receive a final determination that they are not disabled, and Buyer will have no Liability for providing long-term disability benefits to such Transferred Employees.

Transferred Employees. (a) At least five (5Contemporaneously with the execution hereof, Seller is delivering to Buyer Schedule 5.14(a), which will not be attached to this Agreement, and which lists all of the Field Business Employees. Schedule 5.14(a) days prior to sets forth (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or each such Field Business Employee’s job title, date of hire and (ii) each such person’s current annualized base salary or base hourly wage, date of last salary increase and a summary of material bonuses and other compensation, including all vacation or sick time or other paid time off which is accrued but unused, if any, payable to such Field Business Employee by Seller or its Affiliates, including any payments or benefits which may be conditioned upon or due upon Closing or termination of the expected assignment date Business Employee’s relationship with respect the Company or its Affiliates. Seller and its Affiliates shall, upon reasonable prior written notice from Buyer and for the sole purpose of enabling Buyer to those Stores and Distribution Centers subject determine which Field Business Employees to Assumed Real Property Leases to be assigned to make Employment Offers (as defined below) to, permit the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except a reasonable opportunity to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all interview each of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately Business Employees prior to the Closing Date and shall provide to Buyer reasonable access to the personnel files regarding such Business Employees (other than Business Employees designated as “corporate” employees on at least Schedule 3.11(b)(i)), subject to appropriate limitations as required by applicable Law. (b) Buyer or any of its Affiliates may, but is not required to, make offers to one or more Business Employees for employment with Buyer or its Affiliates (the same terms and conditions with respect to base salary or hourly wages as those in effect immediately “Employment Offers”). Any such Employment Offers shall be made not less than five days prior to the Closing Date. The Buyer shall extend Employment Offers will include an offer of benefits similar to the benefits provided to comparable employees of Buyer. Each Employment Offer will comply with the requirements of applicable Law and will specify that, if the Employment Offer is accepted by the Business Employee, such Business Employee’s employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness with Buyer or parental leave its Affiliate (as applicable) will commence as of the Closing Date or applicable assignment date to at least Date; provided, however, that each such Employment Offer shall be contingent on the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as occurrence of the Closing Date and on the Business Employee meeting Buyer’s standard employment conditions for comparable actively working employees/contractors, including background checks and drug testing and authorization to work in the United States. Promptly following Seller’s receipt of written notice from Buyer regarding any Employment Offers made by Buyer, and in any event, prior to Closing, Seller shall, or assignment dateshall cause its Affiliates to, as applicable terminate the employment or benefits other relationship with each Field Business Employee and to whom Buyer elects to make an Employment Offer (and who has not otherwise resigned), which are fully insured) termination shall be conditional on the occurrence of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date Date. On the Closing Date, Seller shall pay or assignment datecause to be paid, as applicable. To the extent to each Field Business Employee who accepts employment with Buyer, (i) all earned wages or salaries that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service relate to periods on or prior to the Closing Date, and (ii) all unused vacation time, sick time and other time-off benefits that each such unused vacation time, sick time and other time-off benefits has accrued, but not used, as of the Closing Date (“PTO Amounts”). With respect to any Field Business Employees who accept employment with Buyer, Buyer shall promptly reimburse the Seller Groupfor the PTO Amounts and which are either set forth on Schedule 5.14(a) or have been accrued in the ordinary course of business of the Company since the Execution Date. (dc) The Transition Agreement Seller and its Affiliates (which shall not include provisions reasonably acceptable the Company after Closing) shall be solely responsible for all Liabilities with respect to, and the payment of all, compensation, benefits and all other similar obligations whatsoever, relating to any current or former employee (including, but not limited to, the Business Employees), officer or director of Seller or its Affiliates, or any person engaged by Seller or its Affiliates in his or her individual capacity as an independent contractor or in his or her individual capacity as a consultant of Seller or its Affiliates who, in each case, provided services to the Sellers Company, including hourly pay, commission, bonus, salary, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, change of control payments or severance pay, which, in each case, arose during or is relating to any service with Seller and its Affiliates at any time at or prior to the Closing Date (collectively, the “Pre-Closing Employment Liabilities”). Buyer and its Affiliates (which includes the Company after Closing) shall be solely responsible for all Liabilities, and the payment of all compensation and all other obligations whatsoever, relating to any Business Employees who accept Employment Offers, including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, or severance pay, which, in each case, arise during or is relating to any service with Buyer with respect or its Affiliates (which, following the Closing, includes the Company) at any time at or following the Closing Date (collectively, the “Post-Closing Employment Liabilities”). On the Closing Date or within six days thereafter (or such earlier date as may be required under applicable Law), Seller shall pay or cause to transitional coverage of the Transferred Employees under the group medical and dental plans of be paid, to each Business Employee who accepts an Employment Offer all earned but unpaid wages or salaries that relate to their employment by the Seller Groupor any of its Affiliates for the final pay period in which the Closing Date occurs.

Transferred Employees. (a) At least five (5) days On or prior to (i) the Closing Date with respect date hereof, Seller has delivered to those Stores Purchaser a list of all Branch Employees by name, date of hire, position, status as full or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer part-time and active or on the Closing Date leave and base salary or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment datewages, as applicableof the most recent practicable date. Purchaser shall have the opportunity to meet each Branch Employee (excluding those absent, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by within job reinstatement rights period, due to vacation, holiday, leave of absence or illness upon the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to described below) within 15 days of the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers date hereof, subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller GroupSeller’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b)reasonable approval, and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer shall, or shall cause one of its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment dateto, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans offer employment at will effective as of the Closing Date to all Branch Employees (including those absent, to the extent within job reinstatement rights period, due to vacation, holiday, leave of absence or assignment dateillness upon the terms and conditions described below); provided, however, that all further communications between Purchaser and the Branch Employees shall be made at such times and in such manner as Seller and Purchaser mutually agree. Branch Employees who accept such offer of employment, as of the effective date of their employment with Purchaser or one of its Affiliates, shall be referred to as “Immediately Transferred Employees.” In addition, Purchaser shall, or shall cause one of its Affiliates to, make offers of employment to any Branch Employee who is, as of the Closing Date, absent due to an approved leave of absence and is able and willing to return to work in accordance with the terms of such Branch Employee’s leave under Seller’s or its Affiliates’ policies. Each such Branch Employee who accepts such offer and actually returns to work in accordance with the terms of such Branch Employee’s leave under Seller’s or its Affiliates’ policies shall be referred to as a “Subsequently Transferred Employee,” and the Immediately Transferred Employees and the Subsequently Transferred Employees shall be referred to collectively as the “Transferred Employees” for purposes of this Agreement. The date on which a Transferred Employee’s employment with Purchaser or one of its Affiliates, as applicable. To the extent , becomes effective and actively commences is herein referred to as that service is relevant for purposes Transferred Employee’s “Transfer Date.” Effective as of eligibilitya Transferred Employee’s Transfer Date, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement a Branch Employee’s employment with Seller shall credit the Transferred Employees for service on or prior to the Closing with the Seller Groupterminate. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases Lead Purchaser may, but shall have no obligation to, offer employment, to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date and contingent upon the Closing, to each employee of Seller (and the one independent contractor of Seller) set forth on Schedule 8.1 (collectively, the "Transferred Employees"); provided that Lead Purchaser shall extend offers of employment to at least eighty percent (80%) of the Transferred Employees. Lead Purchaser may elect to offer employment to each Transferred Employee on an individual basis. The offers extended by Lead Purchaser shall include a salary (excluding bonuses) no less than that set forth on Schedule 4.10(a)(i) for each applicable Transferred Employee, benefits in the aggregate no less favorable than those that are standard or assignment dategenerally made available to similarly situated existing employees of Lead Purchaser (as reasonably determined by Lead Purchaser) and with vacation and service credits in the aggregate no less favorable than those Lead Purchaser is obligated to provide pursuant to Section 8.2(b). No other Seller personnel will be transferred in connection with the Business. Seller shall (at its own cost and expense and in compliance with all applicable Legal Requirements) terminate the employment, to be effective as applicableof the Closing Date, of all Transferred Employees to whom Lead Purchaser extends an offer of employment and who accept such offer. To Seller shall use all commercially reasonable efforts (i) to encourage the extent that service is relevant for purposes Transferred Employees to whom Lead Purchaser extends an offer of eligibilityemployment to continue their employment with Seller until Closing and thereupon to accept employment with Lead Purchaser, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit (ii) to assist Lead Purchaser in extending offers of employment to such Transferred Employees, (iii) to reasonably assist in transitioning such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing employment with the Seller Group. Lead Purchaser and (div) The Transition Agreement shall include provisions to take any action reasonably acceptable to the Sellers and the Buyer necessary with respect to transitional coverage any joint-employer of the Transferred Employees under to effectuate the group medical employment by Lead Purchaser (and dental plans any related provision of benefits by Lead Purchaser) of the Transferred Employees to whom Lead Purchaser extends offers of employment and who accept such offers. Seller Groupshall not offer any financial or other incentives or take any other action to discourage any Transferred Employee from accepting an offer of employment from Lead Purchaser. For the avoidance of doubt, Patent Purchaser shall not at Closing hire any Transferred Employee or other employee of Seller in connection with the Transaction and shall not assume any Liability with respect to such employees or any related matter.

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases Maxygen on behalf of CPC has offered employment, and may continue to, but shall have no obligation to, offer employment, to be assigned to the Buyer on the Closing Date effective as of or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing in a form of offer letter mutually agreeable to the Parties, with compensation packages determined by, or to be determined by, CPC but which such assignmentcompensation packages shall offer a base salary or base hourly rate of pay (as applicable) at least equivalent to the base salary or base hourly rate of pay provided to the employee by Maxygen, on an at-will basis to those employees of Maxygen who are listed in Section 5.5 of the Maxygen and Bio JVA Disclosure Schedules (except the “Offerees”). Section 5.5 of the Maxygen JVA Disclosure Schedule also notes those Offerees who, as of the date hereof, have accepted the contingent employment offer with CPC referred to above. Maxygen shall use commercially reasonable efforts to (i) encourage the Offerees to continue their employment with Maxygen until Closing, (ii) assist CPC in employing the Offerees, including by encouraging those Offerees who have not accepted the contingent employment offer with CPC to accept such offer with CPC prior to the Closing and (iii) to the extent otherwise expressly agreed that any Offerees do not accept the contingent employment offer prior to the Closing, assist CPC in a writing signed by the Buyer identifying and hiring reasonably appropriate replacements for any such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution CenterOfferees. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately event Maxygen has Knowledge prior to the Closing Date and on at least that any Offeree does not intend to accept the same terms and conditions contingent employment offer with respect CPC, or that any Offeree who has accepted such offer intends to base salary revoke his or hourly wages as those in effect immediately prior to the Closing Date. The Buyer her acceptance, Maxygen shall extend an offer promptly notify Bio of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employeesinformation.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5) days prior Concurrently with or immediately following the Closing, Buyer will offer employment at will to (i) the Closing Date with respect all employees of Seller at compensation levels generally comparable to those Stores or Distribution Centers subject offered to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect such employees by Seller and benefits generally comparable to those Stores and Distribution Centers subject offered to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance current employees of Buyer. Employees who accept such employment with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “"Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) " For all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment datepurposes, as applicableincluding, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment datewithout limitation, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from and after the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual and credited service under any employee benefit planplans, program or arrangement established or maintained programs and policies, and fringe benefits offered by the Buyer for the benefit of Transferred EmployeesBuyer, such plan, program or arrangement shall credit the Transferred Employees for service shall be considered to have commenced employment with Buyer on or the date such Transferred Employees commenced employment with Seller. (b) Seller shall retain liability for: (i) payment of all medical and dental claims incurred by Transferred Employees prior to the Closing with the Seller Group. Date; (dii) The Transition Agreement shall include provisions reasonably acceptable all benefits to be paid to Transferred Employees pursuant to the Sellers plans and arrangements set forth in Section 4.18 of the Buyer Disclosure Schedule; (iii) any severance claim made by any employee of Seller; (iv) any workers' compensation claims made with respect to transitional coverage injuries occurring prior to the Closing Date, regardless of when any such claim is filed; and (v) any claim made by any former or current employee of Seller for salary, commissions, overtime pay, bonuses or accrued but unused vacation pay during their employment tenure with Seller, except, with respect to any such claim, to the extent that the costs thereof have been counted as a current liability in the calculation of the Transferred Employees under Closing Working Capital Balance pursuant to Section 2.02 hereof). Promptly after the group medical Closing Date, Seller shall pay its employees all outstanding salary, commissions, overtime pay, bonuses and dental plans of accrued but unused vacation pay to the Seller GroupClosing Date.

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to Purchaser intends to, but shall not be assigned obligated to, offer employment to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all employees of the ESCO Business listed on Schedule 7.7. Such offers shall be effective as of the Effective Date. The Seller employees who remain employed by the Seller Group receive and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver accept such offers of employment from Purchaser shall be referred to other employees herein as “Transferred Employees.” No provision of this Agreement, express or implied, shall confer on any employee or former employee of Seller any right to employment or any continued right to employment for any extended period with Purchaser, except pursuant to a separate written employment agreement with Purchaser. (b) After the Closing, Seller agrees to share and deliver personnel information for the Transferred Employees with Purchaser as reasonably necessary to effectuate the transition of employment of the Seller GroupTransferred Employees to Purchaser, including employees employed at information regarding the Headquarters Buildinglevel of compensation and benefits and prior service, at the sole discretion of the Buyer. Offers of employment extended by the Buyer such Transferred Employees, and to non-managerial employees in accordance otherwise reasonably cooperate with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions Purchaser with respect to base salary the transition of employment of the Transferred Employees, provided that the Seller is under no obligation to share personnel information that cannot be legally disclosed or provided to Purchaser under applicable law because of privacy protections or otherwise. (c) Purchaser shall use reasonable efforts to cause its insurers to give each Transferred Employee full credit for all service with the Seller for purposes of vesting and eligibility, including waiting periods relating to preexisting conditions under medical plans, under any employee benefit plan (as defined in Section 3(e) of ERISA) maintained by the Purchaser or its Affiliates, and any vacation or sick pay plan or policy in which the Transferred Employees participate on or after the Closing Date, to the extent permitted under such plans. (d) Except for the Transferred Employees Vacation Pay, Seller shall be solely responsible, and Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to or any other Liabilities of Seller with respect to any Transferred Employee or any other current or former employee of Seller, including, without limitation, (i) any and all (A) hourly wages as those pay, commissions, bonus, salary, fringe, pension or profit sharing benefits, (B) medical, dental, life insurance, health accident or disability or other employee benefits, (C) worker’s compensation claims, or (D) benefits and payments under any Employee Benefit Plan, in effect immediately each case to the extent relating to the service with Seller at any time prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at , and (ii) any and all retention, severance, termination, change-in-control or other similar compensation or benefits which are or may become payable in connection with the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as consummation of the Closing Date transactions contemplated (collectively, “Seller’s Employees’ Compensation”). Seller shall pay in full and otherwise satisfy all Seller’s Employees’ Compensation in accordance with all applicable requirements in a timely and complete manner. (e) Purchaser is not assuming hereunder, and shall not have any Liability accruing or applicable assignment date arising under, relating to at least the same extentor otherwise with respect to, if anyany employee benefit plan of Seller or any salary, as such bonus, benefits or other compensation of any kind or nature relating to any employees would be entitled of Seller arising, accruing or related to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately events occurring prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible , except for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as of the Closing Date or assignment date, as applicable or benefits which are fully insured) of the Seller Group immediately prior to the Closing Date or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer or its Affiliates terminates for any reason other than cause from Vacation Pay. From and after the Closing Date or assignment dateClosing, as applicable. All such liabilities Seller shall be deemed to be Assumed Liabilities. The Buyer remain solely responsible for any and all payments and other benefits under its employee benefit plans in respect of its employees, including the Transferred Employees, and their beneficiaries and dependents, except for the Transferred Employee Vacation Pay. (f) From and after the Closing, Purchaser shall be responsible for all compensation employment, salary and benefits payable to all Transferred Employees. (g) Schedule 7.7 sets forth those employees of Seller deemed by Purchaser to be essential to the ESCO Business (the “Key Employees”). Each Key Employee shall execute and deliver to Purchaser a Confidentiality, Non-Competition or provided Employment Agreement, as set forth on Schedule 7.7. (h) Lime and Seller shall release in writing, in form mutually acceptable to Seller and Purchaser, each and every Transferred Employee from, and waive all rights against, each Transferred Employee with respect to any confidentiality, non-solicitation or non-employment agreement, covenant or similar undertaking by any Transferred Employee (the “Transferred Employees Releases”). (i) Seller shall permit the Transferred Employees that were issued any Seller credit cards and any other employees of gas cards to be used for business expenses (“Seller Credit Cards”) to continue to use such Seller Credit Cards after the Buyer Closing Date, and shall not cause or its Affiliates from and permit such Seller Credit Cards to be cancelled or otherwise unable to be used by the Transferred Employees, for up to 14 days after the Closing Date, provided that Purchaser shall promptly reimburse Seller for all charges incurred after the Closing Date or applicable assignment date. Application on such Seller Credit Cards after receipt of the foregoing reasonably documented charges furnished by Seller to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition AgreementPurchaser. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date or assignment date, as applicable. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service on or prior to the Closing with the Seller Group. (d) The Transition Agreement shall include provisions reasonably acceptable to the Sellers and the Buyer with respect to transitional coverage of the Transferred Employees under the group medical and dental plans of the Seller Group.

Transferred Employees. (a) At least five (5Contemporaneously with the execution hereof, Seller is delivering to Buyer Schedule 5.14(a), which will not be attached to this Agreement, and which lists all of the Field Business Employees. Schedule 5.14(a) days prior to sets forth (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or each such Field Business Employee’s job title, date of hire and (ii) each such person’s current annualized base salary or base hourly wage, date of last salary increase and a summary of material bonuses and other compensation, including all vacation or sick time or other paid time off which is accrued but unused, if any, payable to such Field Business Employee by Seller or its Affiliates, including any payments or benefits which may be conditioned upon or due upon Closing or termination of the expected assignment date Business Employee’s relationship with respect the Company or its Affiliates. Seller and its Affiliates shall, upon reasonable prior written notice from Buyer and for the sole purpose of enabling Buyer to those Stores and Distribution Centers subject determine which Field Business Employees to Assumed Real Property Leases to be assigned to make Employment Offers (as defined below) to, permit the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except a reasonable opportunity to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all interview each of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately Business Employees prior to the Closing Date and shall provide to Buyer reasonable access to the personnel files regarding such Business Employees (other than Business Employees designated as “corporate” employees on at least Schedule 3.11(b)(i), subject to appropriate limitations as required by applicable Law. (b) Buyer or any of its Affiliates may, but is not required to, make offers to one or more Business Employees for employment with Buyer or its Affiliates (the same terms and conditions with respect to base salary or hourly wages as those in effect immediately “Employment Offers”). Any such Employment Offers shall be made not less than five days prior to the Closing Date. The Buyer shall extend Employment Offers will include an offer of benefits similar to the benefits provided to comparable employees of Buyer. Each Employment Offer will comply with the requirements of applicable Law and will specify that, if the Employment Offer is accepted by the Business Employee, such Business Employee’s employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness with Buyer or parental leave its Affiliate (as applicable) will commence as of the Closing Date or applicable assignment date to at least Date; provided, however, that each such Employment Offer shall be contingent on the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.” (b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for benefits provided to Transferred Employees or their dependents) under the employment policies and Employee Plans (other than accrued benefits under the Savings plan as occurrence of the Closing Date or assignment dateand on the Business Employee meeting Buyer’s standard employment conditions for comparable actively working employees/contractors, as applicable or benefits which are fully insured) including background checks and drug testing and authorization to work in the United States. Promptly following Seller’s receipt of the Seller Group immediately written notice from Buyer regarding any Employment Offers made by Buyer, and in any event, prior to the Closing Date Closing, Seller shall, or assignment date, as applicable, with respect to all benefits provided under the Employee Plans, including accrued and unused vacation, sick days and personal days, medical and dental (including incurred but not reported claims and claims reported but not yet paid) and earned but unpaid bonuses as shown on Schedule 7.6(b), (iii) all workers’ compensation liabilities relating to the Transferred Employees (including incurred but not reported claims and claims reported but not yet paid) as shown on Schedule 7.6(b), and (iv) all severance obligations with respect to the Transferred Employees whose employment with the Buyer shall cause Outrigger or its Affiliates terminates for any reason to, terminate the employment or other than cause from relationship with each Field Business Employee and after to whom Buyer elects to make an Employment Offer (and who has not otherwise resigned), which termination shall be conditional on the occurrence of the Closing Date or assignment date, as applicable. All such liabilities shall be deemed to be Assumed Liabilities. The Buyer shall be responsible for all compensation and benefits payable or provided to the Transferred Employees and any other employees of the Buyer or its Affiliates from and after the Closing Date or applicable assignment date. Application of the foregoing to Employee Plans providing medical and dental benefits shall be subject to the terms of the Transition Agreement. (c) Except as otherwise provided in the Transition Agreement, Transferred Employees shall cease participation in all Employee Plans effective as of the Closing Date Date. On the Closing Date, Seller shall pay or assignment datecause to be paid, as applicable. To the extent to each Field Business Employee who accepts employment with Buyer, (i) all earned wages or salaries that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of Transferred Employees, such plan, program or arrangement shall credit the Transferred Employees for service relate to periods on or prior to the Closing Date, and (ii) all unused vacation time, sick time and other time-off benefits that each such unused vacation time, sick time and other time-off benefits has accrued, but not used, as of the Closing Date (“PTO Amounts”). With respect to any Field Business Employees who accept employment with Buyer, Buyer shall promptly reimburse the Seller Groupfor the PTO Amounts and which are either set forth on Schedule 5.14(a) or have been accrued in the ordinary course of business of the Company since the Execution Date. (c) Seller and its Affiliates (which shall not include the Company after Closing) shall be solely responsible for all Liabilities with respect to, and the payment of all, compensation, benefits and all other similar obligations whatsoever, relating to any current or former employee (including, but not limited to, the Business Employees), officer or director of Outrigger, Seller or its Affiliates, or any person engaged by Outrigger, Seller or its Affiliates in his or her individual capacity as an independent contractor or in his or her individual capacity as a consultant of Outrigger, Seller or its Affiliates who, in each case, provided services to the Company, including hourly pay, commission, bonus, salary, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, change of control payments or severance pay, which, in each case, arose during or is relating to any service with Outrigger, Seller and its Affiliates at any time at or prior to the Closing Date (collectively, the “Pre-Closing Employment Liabilities”). Buyer and its Affiliates (which includes the Company after Closing) shall be solely responsible for all Liabilities, and the payment of all compensation and all other obligations whatsoever, relating to any Business Employees who accept Employment Offers, including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits, vacation or sick time or other paid time off, or severance pay, which, in each case, arise during or is relating to any service with Buyer or its Affiliates (which, following the Closing, includes the Company) at any time at or following the Closing Date (collectively, the “Post-Closing Employment Liabilities”). On the Closing Date or within six days thereafter (or such earlier date as may be required under applicable Law), Seller shall pay or cause to be paid, to each Business Employee who accepts an Employment Offer all earned but unpaid wages or salaries that relate to their employment by Outrigger, the Seller or any of its Affiliates for the final pay period in which the Closing Date occurs. (d) The Transition At Buyer’s request, Seller shall assign, or to cause its Affiliates to assign, the Master Service Agreement shall include provisions reasonably acceptable and the Confidentiality and Non-Disclosure, each effective May 26, 2016, and each by and among Wood Group PSN, Inc., Wood Group Production and Consulting Services Inc. and Outrigger Energy LLC (the “Wood Group Agreements”), to the Sellers Buyer, its Affiliates and the Confidentiality and Non-Disclosure Agreement, or the Company prior to Closing. Buyer with respect shall reimburse Seller for any termination or other similar fees incurred by Seller under the Wood Group Agreements following the Closing if (i) Buyer does not provide Seller notice of its intent to transitional coverage request an assignment of the Transferred Employees under the group medical Wood Group Agreements at least thirty (30) days prior to Closing and dental plans (ii) as of the Seller GroupClosing Date, the Wood Group Agreements have not been assigned to Buyer.