Common use of Transferred Employees Clause in Contracts

Transferred Employees. Schedule 5.18(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation).

Transferred Employees. Schedule 5.18(a) to Contingent upon the Company Disclosure Letter identifies each individual who is currently or, at any time prior to full cooperation and compliance in the Closing, is expected to become an employee execution and delivery of all forms and authorizations that are part of the Company who is engaged in Purchaser’s hiring process, the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer Purchaser will offer employment effective to each Business Employee, except as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iiiSections 6.10(a)(i) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18(ii), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees whooffers are, as of the Closing Date, referred to herein as the “Transferred Employees.” The Purchaser shall provide each Transferred Employee with wages and/or salaries and benefits that are on reasonably comparable in the aggregate to those provided to such employees by the Sellers. For purposes of vacation, the Purchaser shall credit each Transferred Employee with his or her past service with the Sellers as credited under the vacation programs of the Sellers immediately prior to the Closing Date. (i) The Purchaser shall not be required to offer employment to Business Employees who are receiving long-term disability benefits pursuant to a leave Seller Benefit Plan from either Seller or any of absence their Affiliates as of the date hereof. (which is defined as being away ii) The Purchaser shall not be required to offer employment to Business Employees who, between the date hereof and the Closing Date, begin to receive long-term disability benefits pursuant to a Seller Benefit Plan from work for a period either Seller or any of over fourteen (14) calendar days their Affiliates, except for any approved reason other than vacationBusiness Employee who, at the time they began to receive such long-term disability benefits from either Seller or any of their Affiliates, was represented by any of the following unions under any of the CBAs with the Sellers: the Technical Control Union (the “TCU”), the United Brotherhood of Boilermakers, Iron Shipbuilders, Blacksmiths Forgers and Helpers (the “Boilermakers”), or the United Brotherhood of Carpenters and Joiners of America Carpenters (the “Carpenters”). For any Business Employee who (A) at the time he or she began to receive such long-term disability benefits from either Seller or any of their Affiliates, was represented by the TCU, the Boilermakers or the Xxxxxxxxxx xxder any of the CBAs with the Sellers, and (B) receives a medical release to return to work satisfactory to the Purchaser which, in the Purchaser’s reasonable discretion, substantiates the ability of such Business Employee to perform the functions of such Business Employee’s job immediately before the event that gave rise to the receipt of such long term disability benefits from either Seller or any of their Affiliates, within 12 months of the date on which such Business Employee began to receive such long-term disability benefits from either Seller or any of their Affiliates, the Purchaser shall offer employment to such Business Employee, subject to the same terms and conditions provided to the Transferred Employees, so long as such Business Employee fully cooperates and complies in the execution and delivery of all forms and authorizations that are part of the Purchaser’s hiring process.

Transferred Employees. Schedule 5.18(a) to Contingent upon the Company Disclosure Letter identifies each individual who is currently or, at any time prior to full cooperation and compliance in the Closing, is expected to become an employee execution and delivery of all forms and authorizations that are part of the Company who is engaged in Purchaser’s hiring process, the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer Purchaser will offer employment effective to each Business Employee, except as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iiiSections 6.10(a)(i) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18(ii), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees whooffers are, as of the Closing Date, referred to herein as the “Transferred Employees.” The Purchaser shall provide each Transferred Employee with wages and/or salaries and benefits that are on reasonably comparable in the aggregate to those provided to such employees by the Sellers. For purposes of vacation, the Purchaser shall credit each Transferred Employee with his or her past service with the Sellers as credited under the vacation programs of the Sellers immediately prior to the Closing Date. (i) The Purchaser shall not be required to offer employment to Business Employees who are receiving long-term disability benefits pursuant to a leave Seller Benefit Plan from either Seller or any of absence their Affiliates as of the date hereof. (which is defined as being away ii) The Purchaser shall not be required to offer employment to Business Employees who, between the date hereof and the Closing Date, begin to receive long-term disability benefits pursuant to a Seller Benefit Plan from work for a period either Seller or any of over fourteen (14) calendar days their Affiliates, except for any approved reason other than vacationBusiness Employee who, at the time they began to receive such long-term disability benefits from either Seller or any of their Affiliates, was represented by any of the following unions under any of the CBAs with the Sellers: the Technical Control Union (the “TCU”), the United Brotherhood of Boilermakers, Iron Shipbuilders, Blacksmiths Forgers and Helpers (the “Boilermakers”), or the United Brotherhood of Carpenters and Joiners of America Carpenters (the “Carpenters”). For any Business Employee who (A) at the time he or she began to receive such long-term disability benefits from either Seller or any of their Affiliates, was represented by the TCU, the Boilermakers or xxx Xxxxxxxxxx under any of the CBAs with the Sellers, and (B) receives a medical release to return to work satisfactory to the Purchaser which, in the Purchaser’s reasonable discretion, substantiates the ability of such Business Employee to perform the functions of such Business Employee’s job immediately before the event that gave rise to the receipt of such long term disability benefits from either Seller or any of their Affiliates, within 12 months of the date on which such Business Employee began to receive such long-term disability benefits from either Seller or any of their Affiliates, the Purchaser shall offer employment to such Business Employee, subject to the same terms and conditions provided to the Transferred Employees, so long as such Business Employee fully cooperates and complies in the execution and delivery of all forms and authorizations that are part of the Purchaser’s hiring process.

Transferred Employees. Schedule 5.18(aThe sale and purchase under this Agreement constitutes a transfer of undertaking under Chapter 1, Section 10 of the Finnish Employment Act (26.1.2001/55, as amended) to and on the Company Disclosure Letter identifies each individual who Transfer Date, all Employees, other than the Employees listed in Appendix 12 retained by Sellers (the “Retained Employees”), will transfer and become employees of Purchaser as from the Transfer Date in accordance with the Finnish Employment Act (collectively, the “Transferred Employees”). For the avoidance of doubt, any Employee is currently oronly regarded a Retained Employee provided that he/she will have, at any time prior to the by Closing, is expected entered into a tripartite agreement with the Purchaser and the relevant Seller (or Seller’s Affiliate) according to which the employee shall not become or be deemed to become an employee of the Company who Purchaser and shall not present any claims against the Purchaser relating to the transfer of undertaking, and if any Retained Employee does not enter into such agreement, he/she is engaged considered as a Transferred Employee. The Sellers shall indemnify and hold harmless the Purchaser in respect of any costs, damages and expenses related to any claims from Retained Employees. In case any other employees of the Business Sellers or their Affiliates than the Transferred Employees or Retained Employees claim that they would have been entitled to transfer to the Purchaser pursuant to Section 12.1, the Sellers shall (the “Business Employees”). On the Closing Datei) use, Company and shall cause that their relevant Affiliates use, all reasonable measures to persuade such employees to conclude a tripartite agreement with the Purchaser and the relevant Seller (or Seller’s Affiliate) according to which the employee shall not transfer to the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of Purchaser and shall not present any claims against the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior Purchaser relating to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each transfer of which shall be assumed pursuant to Section 2.2(a)(iii) undertaking, and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) shall indemnify and hold harmless the first regular work day following completion Purchaser in respect of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) any costs, damages and expenses related to any claims from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former other employees of the Company who on Sellers or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)their Affiliates.

Transferred Employees. (a)(i) Schedule 5.18(a5.1(a)(i) to of the Company ERI Disclosure Letter identifies sets forth the name, title and current employer of each individual who is currently or, at any time prior to the Closing, is expected to become an employee of the Company who is engaged in ERI Employing Entities (the “Renewables Business Employees”) and indicates those Renewables Business Employees whose employment will be transferred to the EGI Employing Entities effective upon the Time of Distribution, and (ii) Schedule 5.1(a)(ii) of the EGI Disclosure Letter sets forth the name, title and current employer of each employee of the EGI Employing Entities (the “EGI Business Employees,” together with the Renewables Business Employees, the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to ) and indicates those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of EGI Business Employees whose employment immediately prior will be transferred to the Closing Date is covered by ERI Employing Entities effective upon the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each Time of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programsDistribution. All Business Employees who are offered remain or become employees of the ERI Employing Entities as of the Time of Distribution shall be referred to as “ERI Transferred Employees.” All Business Employees who remain or become employees of the EGI Employing Entities as of the Time of Distribution shall be referred to as “EGI Transferred Employees.” (i) To the extent that any EGI Business Employee does not, for any reason, become an ERI Transferred Employee, and accept his or her employment with the Buyer EGI Employing Entities is terminated effective as of the Time of Distribution or at any time thereafter, the EGI Employing Entities shall be solely liable for (and, to the extent necessary, shall assume) all liabilities, costs and who report expenses arising from such termination of employment, including any and all severance or termination payments, claims related to work on (i) employment or termination of employment and continuation of health coverage under section 4980B of the Closing Date Code or similar provisions of state law. (ii) To the first regular work day following completion of extent that any Renewables Business Employee does not, for any reason, become an excused absence EGI Transferred Employee, and his or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after her employment with the date of such employment. Each Transferred Employee whose employment ERI Employing Entities is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, effective as of the Closing DateTime of Distribution or at any time thereafter, are on a leave the ERI Employing Entities shall be solely liable for (and, to the extent necessary, shall assume) all liabilities, costs and expenses arising from such termination of absence (which is defined as being away from work for a period employment, including any and all severance or termination payments, claims related to employment or termination of over fourteen (14) calendar days for any approved reason other than vacation)employment and continuation of health coverage under section 4980B of the Code or similar provisions of state law.

Transferred Employees. Schedule 5.18(a(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time No later than two (2) Business Days prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing DateBuyer shall offer employment, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date Closing, to all each of the Business Employees listed on terms comparable Schedule 5.11. The Buyer shall promptly inform Seller in writing of the identity of each Business Employee who accepts an offer of employment made pursuant to those this Section 5.11(a). Business Employees who accept offers of employment made pursuant to this Section 5.11(a) and become employees of the Buyer or its Affiliates shall be referred to herein as a “Transferred Employee” or collectively the “Transferred Employees”. The date of a Business Employee’s commencement of employment with the Buyer or its Affiliate is referred to herein as his or her “Hire Date.” The Seller shall undertake all necessary steps to cause MRMC to terminate the Transferred Employees’ employment with MRMC as of the Hire Date. During the period commencing on such Transferred Employee’s Hire Date and ending on the date that is the earlier of twelve (12) months from the Closing or the date of the Transferred Employee’s separation from employment with the Buyer for any reason, the Buyer shall provide each Transferred Employee with: (i) base salary or hourly wages that are no less favorable than the base salary or hourly wages provided by MRMC immediately prior to the Closing; (ii) retirement and welfare benefits that have a value, in the aggregate, which are substantially similar to the value of the retirement and welfare benefits provided by Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of employees immediately prior to the Closing Date, or, in the case of Business Employees whose employment ; and (iii) credit for all vacation accrued immediately prior to the Closing Date is covered by (not to exceed one week). (b) If the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract Buyer terminates the employment of a Transferred Employee, other than for Cause, within the one (each of which shall be assumed pursuant to Section 2.2(a)(iii1) and shall each constitute an “Assumed Contract,” but with respect to which year period following the Hire Date, the Buyer shall have no Liability other than as expressly set forth in this Section 5.18)pay to such Transferred Employee, on terms required by a severance amount equivalent to the greater of: (i) one (1) week’s worth of such Contracts Transferred Employee’s base salary or hourly pay (each an “Assumed Union Contract”)assuming a workweek of forty (40) hours or, or with respect to those Business Employees whose employment if lesser the number of hours regularly scheduled for such Transferred Employee immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Businessdate of his or her termination of employment), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous applicable, for every full or partial year of service with the Company as MRMC and Buyer combined, with a minimum allowance of the Closing as service with the Buyer for purposes two (2) weeks and maximum of eligibility five (5) weeks, and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion severance amount payable pursuant to the Buyer’s then-current severance policy. For purposes of an excused absence this Section 5.11(b), “Cause” shall mean: (A) the indictment, conviction of, or leave as described plea of nolo contendere by Section 5.18(ethe Transferred Employee to a felony or any crime involving moral turpitude or fraud; (B) shall be employed as conduct by the Transferred Employees Employee which brings Buyer into substantial public disgrace or disrepute; (“C) gross negligence or willful misconduct by the Transferred Employees”) from and after Employee in providing the date services required of such employment. Each employee; (D) negligence by the Transferred Employee whose employment in providing the services required of such employee that is covered by an Assumed Union Contract or was covered repeated more than once after written notice to cease such conduct; (E) negligence by the Mendota Union Contract shall be Transferred Employee in providing the services required of such Transferred Employee that causes death, dismemberment or traumatic brain injury to another human being; (F) the suspension or loss of a license or certification necessary for the Transferred Union Employee to perform the services for which he is employed; (“G) the failure of a drug test by the Transferred Union Employee”). The term Employee with Buyer having the right to administer such test at any time; or (H) refusal by the Transferred Employees shall not include any employees or former employees of the Company who on or prior Employee to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on take a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)drug test requested by Buyer.

Transferred Employees. Schedule 5.18(a(i) to the Company Disclosure Letter identifies each individual who Unless an earlier offer is currently orotherwise required by applicable Law, at any time approximately ten (10) days prior to the anticipated Closing, Buyer shall, or shall cause one of its Subsidiaries to, make an offer of employment, on such terms and conditions as Buyer may determine in its sole discretion (but subject to and in compliance with applicable Law), to each Seller Employee on the Employee Offer List who (i) is expected to become neither an Automatic Transfer Employee nor an employee of the an Acquired Company who is engaged in the Business and (the ii) then remains a Seller Employee (each, an “Business EmployeesEmployment Offer”). On Each (A) Seller Employee listed on the Employee Offer List who is an employee of an Acquired Company as of the Closing Dateand (B) Seller Employee who accepts an Employment Offer, Company in either case who commences or continues employment with Buyer or its Subsidiaries effective immediately following the Closing, together with each other Seller Employee whose employment is required by applicable Law to transfer to Buyer or its Subsidiaries in connection with the Closing (including the Automatic Transfer Employees), shall be deemed a “Transferred Employee” for purposes of this Agreement. Sellers shall, and shall cause their respective Subsidiaries to, take all actions permitted by applicable Law that are necessary to ensure that no Seller Employee who is not listed on the employment of all active Business Employees to be terminated. The Buyer will offer employment effective Employee Offer List (and who is not an Automatic Transfer Employee) remains employed by any Acquired Company as of the Closing Date to (and, for the avoidance of doubt, Buyer shall be responsible for all Additional Administrative Costs in connection therewith). (ii) To the extent required by applicable Laws, the employment and the employment agreements of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Seller Employees whose employment immediately prior is required to transfer automatically to Buyer or its Subsidiaries pursuant to the Closing Date is covered Transfer Regulations (such Seller Employees, the “Automatic Transfer Employees”), will transfer from Sellers or their respective Subsidiaries automatically by operation of law to Buyer or one of its Subsidiaries as a result of the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant Transactions. Notwithstanding the foregoing, to Section 2.2(a)(iii) and shall each constitute the extent any Automatic Transfer Employee rejects such a transfer, Buyer may make an “Assumed Contract,” but Employment Offer to such rejecting Automatic Transfer Employee in accordance with respect to which the Buyer shall have no Liability other than as expressly general procedures set forth in this Section 5.186.7(b)(i) (or on such later date as may be reasonably practicable given the applicable circumstances); provided, on terms required by however, that no such Contracts rejecting Automatic Transfer Employee shall become a Transferred Employee unless (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business)A) Buyer elects, in each case subject its sole discretion, to make such rejecting Automatic Transfer Employee an Employment Offer, (B) such rejecting Automatic Transfer Employee accepts such Employment Offer, and as more fully described in this Section 5.18. Buyer shall treat (C) such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees rejecting Automatic Transfer Employee who are offered and accept commences or continues employment with Buyer or its Subsidiaries effective immediately following the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)Closing.

Transferred Employees. Schedule 5.18(a(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time At least five Business Days prior to the Closing, is expected Purchaser will provide to become Allscripts LLC a list of those ECM Employees that Purchaser will make an employee offer of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company shall cause the at-will employment of all active Business Employees to be terminated. The Buyer will offer employment employ effective as of the Closing Date (the ECM Employees to all whom Purchaser makes an offer, collectively referred to as “Offered Employees”). Those ECM Employees who accept such offers are, as of the Business Employees time they first perform services for Purchaser, referred to herein as the “Transferred Employees”. Purchaser will, for the period beginning as of the Closing Date and ending on terms comparable October 1, 2018, provide each Transferred Employee with a base salary or base wage rate (as applicable) and severance benefits that are no less favorable to those provided to such Transferred Employees immediately prior to the Closing Date (which such severance benefits, for the avoidance of doubt, shall be as described on Schedule 5.3(a)(i)). Otherwise, Purchaser will, through the period ending on December 31, 2018, provide to Transferred Employees base salary or base wage, severance benefits and other employee benefits which are substantially comparable in the aggregate to those made available to similarly situated employees of Purchaser. Purchaser will also provide to those ECM Employees listed on Schedule 5.3(a)(ii) who become Transferred Employees, bonus opportunities for 2018 which have potential maximum payments in the amounts set forth on Schedule 5.3(a)(ii) for such Transferred Employee and which are otherwise determined in accordance with bonus plans or metrics established by Purchaser; provided, however, Purchaser shall pay to each ECM Employee who becomes a Transferred Employee a cash bonus for 2018 in an amount that is no less than the amount of the Accrued Employee Bonus Amount, as finally determined pursuant to Section 1.6, attributable to each ECM Employee who becomes a Transferred Employee. The parties acknowledge that these amounts are derived from the Allscripts Global Corporate Bonus Plan and are not intended to correlate to any commission or other incentive compensation plan. The employment of all such Transferred Employees shall be conditioned upon the execution by each such employee of Purchaser's standard form of confidentiality and invention agreements. Seller Group shall terminate, effective immediately before the Closing, the employment of all Offered Employees, and the Seller Group shall be responsible for any severance obligations payable thereto. Seller Group will not take any action which would reasonably be expected to impede, hinder, interfere or otherwise compete with Purchaser’s effort to hire any Offered Employee. Purchaser shall not assume responsibility for any Transferred Employee until such employee commences employment with Purchaser or its designee. Seller Group shall be responsible for providing and administering all required notices and benefits under COBRA with respect to the Offered Employees and their dependents required by the Buyer termination of the Offered Employees’ or any other ECM Employees’ employment with Seller Group. This Section 5.3 is solely for purposes of defining the obligations between Purchaser and Seller Group concerning the ECM Employees who are employed immediately prior to the Closing Date and shall in no way be construed as creating any employment or other contract between Purchaser and any such person or as restricting the right of Purchaser to terminate or change the terms and conditions of the employment of a Transferred Employee who becomes an employee of Purchaser or its designee. Nothing herein is intended to, and shall not be construed to, create any third party beneficiary rights of any kind or nature, including the right of any Transferred Employee or other individual to seek to enforce any right to compensation, benefits, or any other right or privilege of employment with Purchaser or any of its Affiliates. Seller Group shall be solely responsible for any notices required to be given under, and to otherwise comply with, WARN or similar applicable Laws of any jurisdiction relating to any plant closing or mass layoff (or similar triggering event) with respect to its similarly situated employeesemployees on or before the Closing. (b) After the Closing, including Transferred Employees will no longer be eligible to receive coverage or benefits under any Seller Employee Plan and each Transferred Employee will cease participation in each Seller Employee Plan on the Buyer’s retirement and health and welfare Closing Date, except as otherwise set forth in such Seller Employee Plan, this Agreement or required by applicable Law with respect to employees whose service with Seller Group has terminated. (including severancec) programs Except as provided in Section 5.3(a), effective as of the Closing Date, oreach Transferred Employee will be eligible to receive coverage and benefits under the employee benefit plans, programs and policies of Purchaser in which similarly situated employees of Purchaser are eligible to participate (the case “Purchaser Plans”), subject to the eligibility requirements of Business Employees whose employment the Purchaser Plans. Purchaser will use commercially reasonable efforts to (A) recognize the prior service with Seller Group and McKesson of each Transferred Employee for purposes of eligibility to participate, vesting and determination of level of benefits with respect to the Purchaser 401(k) Plan and determining vacation time, sick time and other time-off benefits under Purchaser’s paid time-off policies (together, the “Time-Off Benefits”) (but not for purposes of benefit accruals under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits), and (B) to the extent permitted by applicable Laws and Purchaser Plans, waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under any applicable Purchaser Plan, except to the extent such pre-existing condition exclusion, actively-at-work requirement or waiting period would have applied to such individual under the applicable Seller Employee Plan as of the time immediately prior to the Closing. To the extent permitted by applicable Law, Purchaser will credit each Transferred Employee with the amount of accrued but unused paid time-off benefits as such Transferred Employee was entitled to from Seller Group as of the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18on a schedule that Seller Group will provide to Purchaser on the Closing Date for each Transferred Employee (“Seller Group Time-Off Benefits”). Purchaser will permit such Transferred Employees with the right to use their Seller Group Time-Off Benefits during the period beginning as of the Closing Date and ending on December 31, 2018, on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment no less favorable then in effect immediately prior to the Closing Date Closing. (d) Purchaser shall allow each Transferred Employee who is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth based primarily in the Mendota Union Contract United States to be eligible to participate in a defined contribution plan and trust intended to qualify under Section 401(a) of the Code (other than those relating to jobs outside the Business“Purchaser 401(k) Plan”), in each case subject to any eligibility requirements of such Purchaser 401(k) Plan. After the Closing, subject to the consent of the applicable fiduciaries of the Purchaser 401(k) Plan, Purchaser shall allow the Transferred Employees to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of their account balances (including participant loans) under the Allscripts Retirement Savings Plan to the Purchaser 401(k) Plan in the form of cash and as more fully described participant loan notes. (e) Nothing in this Section 5.18. Buyer 5.3 shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) be construed as requiring the Closing Date continued employment or (ii) the first regular work day following completion engagement of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each any Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On other service provider after the Closing Date, the Company shall provide the Buyer with an up(ii) create any third-to-date list of all of Business Employees who, as party rights under this Agreement for any Transferred Employee or any other current or former employee of the Closing Date, are on a leave of absence ECM Business or (which is defined as being away from work for a period of over fourteen (14iii) calendar days for an amendment to any approved reason other than vacation)Seller Employee Plan or Purchaser Plan.

Transferred Employees. Schedule 5.18(a(a) Prior to the Company Disclosure Letter identifies Closing Date, Purchaser (or one of its Affiliates) shall offer employment (each individual who is currently or, at any time prior to such offer contingent upon the Closing, is expected to become an employee entry of the Company Approval Order and it becoming a Final Order) to: (i) all but up to 15 percent of the regular, non-temporary salaried Business Employees employed at Seller’s Rochester Hills, Michigan facility, Wxxxxxx, Ohio facility, Upper Sandusky, Ohio facility, Columbia City, Indiana facility or Pensacola, Florida facility; it being understood that Purchaser and its Affiliates may select the specific Business Employees at such facilities to receive offers in its discretion from among the foregoing employee groups (all such salaried Business Employees who is engaged receive offers from Purchaser or its Affiliates collectively referred to as the “Salaried Business Employees”); and (ii) all but up to 10 percent of the regular, non-temporary hourly Business Employees employed at Seller’s Wharton, Ohio facility and all but up to 10 percent of the regular, non-temporary hourly Business Employees employed at Seller’s Pensacola, Florida facility who, in each case, are not represented by a labor union; it being understood that Purchaser and its Affiliates may select the specific Business Employees at each such facility to receive offers in its discretion from among the foregoing employee groups (all such hourly Business Employees who receive offers from Purchaser or its Affiliates collectively referred to as the “Hourly Business Employees”, and together with the Salaried Business Employees, the “Non-Union Business Employees”); and (iii) all Business Employees who are represented by a labor union under one of the Assumed Collective Bargaining Agreements (the “Union Business Employees”); provided, however, that Purchaser (or its Affiliates) shall only be obligated to extend offers, subject to the terms and conditions of this Section 10.1, to those Salaried Business Employees, Hourly Business Employees and Union Business Employees who in each case: (I) are actively employed as of the Closing Date or are absent from employment due to vacation or temporary illness (the “Current Employees”); or (II) (A) are absent from work due to short or long-term disability, workers’ compensation or work related injury schemes, military leave or other authorized leave of absence or lay off as of the Closing Date and (B) have the right to return to employment with the Business following expiration of such absence under applicable Law or under the terms of any Assumed Collective Bargaining Agreement (the “Leave Employees” and, together with the Current Employees, the “Closing Date Business Employees”). On Any such offers of employment that Purchaser makes (or has one of its Affiliates make) shall be made in accordance with the provisions of this Section 10.1. Neither Purchaser nor any of its Affiliates shall have any obligation to offer employment to any other Person. (b) Subject to the approval of Seller (such approval not to be unreasonably withheld), Purchaser and its Affiliates shall be permitted, within a reasonable period prior to the Closing Date, Company shall cause the employment of all active to interview Business Employees to be terminated. The Buyer will offer described in Section 10.1(a) for purposes of considering such Persons for employment effective as of with Purchaser or its Affiliates after the Closing Date to all and may discuss terms of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the post-Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)Persons.

Transferred Employees. (a) Schedule 5.18(a6.3(a)-1 identifies all of the current employees of Seller to whom Buyer will make offers of employment at Closing (the “Transferred Employees”), Schedule 6.3(a)-2 identifies all of the current employees of Seller who will remain as employees of Seller following the Closing, and Schedule 6.3(a)-3 identifies each of the current employees of Seller who will be jointly employed by Seller and Buyer following the Closing, in each case noting the applicable employee’s name, title and organizational department. Effective as of the Closing, Buyer agrees to offer employment to, all Transferred Employees. For at least the first year following the Effective Date (the “Benefit Continuation Period”), and except as otherwise required by Applicable Law, Buyer shall provide for each Transferred Employee who is employed by Buyer compensation and benefits that are no less favorable in the aggregate than those provided immediately prior to the Effective Date by Seller to such Transferred Employees pursuant to Seller’s employee compensation and benefit plans. In addition, with respect to any Transferred Employees who, prior to the Effective Date, had received equity incentives granted by Seller as part of their overall compensation, Buyer shall provide such additional non-equity incentives as may be necessary, as reasonably determined by Buyer, to compensate for the loss of eligibility to receive equity incentives from Seller following the Effective Date. Without limiting the generality of the foregoing, for all Transferred Employees, Buyer shall recognize all service of such employees with Seller for purposes of Buyer’s applicable employee benefit plans. (b) For purposes of determining eligibility to participate, vesting and entitlement to benefits, where length of service is relevant under any benefit plan or arrangement of Buyer providing benefits to any Transferred Employee after the Effective Date (collectively, the “New Plans”), the Transferred Employees shall receive service credit for service with Seller to the same extent such service credit was granted under Seller’s employee benefit plans, except to the extent any such service credit would result in the duplication of benefits. In addition and without limiting the generality of the foregoing: (i) each Transferred Employee shall be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all New Plans to the extent that (A) coverage under such New Plan replaces coverage under an employee benefit plan of Seller in which such Transferred Employee participated immediately before the Effective Date (collectively, the “Old Plans”) and (B) such Transferred Employee has satisfied all waiting time and other eligibility requirements under the Old Plan being replaced by the New Plan and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Buyer shall cause (A) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Employee and his or her covered dependents to the extent such conditions were inapplicable or waived under the comparable Old Plan and (B) any expenses incurred by any Transferred Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Transferred Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) Nothing contained in this Agreement is intended (i) to require Buyer to employ any employee who cannot establish legal eligibility to work in the Company Disclosure Letter identifies each individual United States, who does not provide routine intake records and forms, or who otherwise does not satisfactorily pass a screening protocol substantially similar to that customarily used by Seller, (ii) to prevent Buyer from, in its sole and absolute discretion, terminating any employee at any time, with or without cause, (iii) to require Buyer or Seller or any of their respective Affiliates to establish or maintain any specific employee benefit plan or arrangement for any length of time except as specifically set forth in this Section 6.3, or (iv) to create or amend any employee benefit plan or arrangement except as specifically contemplated in this Section 6.3. This Section 6.3 is currently orincluded for the sole benefit of the Parties and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any Transferred Employee or any other participant in any employee benefit plan or arrangement that may be established or maintained by Buyer or Seller or any of their respective Affiliates following Effective Date, or any beneficiary or trustee thereof. Furthermore, nothing contained in this Agreement, express or implied, is intended to confer upon any Person, any right to employment or continued employment for any period of time, or any right to a particular term or condition of employment. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any Transferred Employee or other current or former employee, officer, director, independent contractor or consultant of Seller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay, for any period relating to their service with Seller at any time prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Effective Date, Company and Seller shall cause pay all such amounts to all entitled persons as and when due; (ii) Seller shall remain solely responsible for the employment satisfaction of all active Business Employees claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of any Transferred Employee or other current or former employee, officer, director, independent contractor or consultant of Seller or any spouse, dependent or beneficiary thereof, which claims relate to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately events occurring prior to the Closing Date is covered by Effective Date, and Seller shall pay, or cause to be paid, all such amounts to the Pittsburgh Teamsters Contract appropriate persons as and when due; and (iii) Seller also shall remain solely responsible for all worker’s compensation claims of any Transferred Employee and any current or Pittsburgh UFCW Contract former employee, officers, director, independent contractor or consultant of Seller which relate to events occurring prior to the Effective Date, and Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (each of which shall be assumed pursuant e) Seller and Buyer agree to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but utilize, or cause their respective Affiliates to utilize, the alternate procedure set forth in Revenue Procedure 2004-53 with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)wage reporting.

Transferred Employees. Schedule 5.18(a(a) The Seller shall (i) on the Closing Date release for hiring by the Buyer, the persons employed by the Seller to work exclusively in connection with the Business including, without limitation, to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to extent employed by the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On Seller on the Closing Date, Company shall cause those listed on Schedule 7.4 (collectively the employment of all active Business Employees to be terminated. The “Transferred Employees”) and, if the Buyer will offer employment effective as of the Closing Date to hires any or all of the Business Transferred Employees on terms comparable pursuant to those provided by § 7.4(b) or otherwise, the Buyer agrees to its similarly situated employeespay all salary, including coverage under the Buyer’s retirement wages, pension, retirement, savings, health, welfare and health and welfare other benefits (including severancewhether arising by contract, plan, statute or otherwise) programs as of with respect to all periods following the Closing Date, orand (ii) provide to all Transferred Employees any notice required under any Legal Requirement, including without limitation, COBRA to the extent and in the case manner provided by such Legal Requirement. (b) Buyer agrees to offer each Transferred Employee listed on Schedule 7.4 a position with the Buyer that provides such Transferred Employee with comparable base pay and job responsibilities as the position held by such Transferred Employee as of Business Employees whose employment immediately prior to the date hereof. Buyer further agrees, for a period of one year after the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant Date, to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract provide benefits (other than those relating equity-based plans) to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as Transferred Employees listed on Schedule 7.4 that accept offers of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report satisfy any eligibility requirements during such period that are not less favorable in the aggregate to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as such Transferred Employees (“than those benefits provided pursuant to Employee Plans in effect for such Transferred Employees”) from and after Employees by the Seller on the date of such employment. Each this Agreement; provided, however, that in no case shall Buyer become liable to any Transferred Employee whose employment upon such employee’s termination for severance of any kind in excess of two-week’s pay and the continuation of such employee’s benefits for a two-week period. (c) Subject the other provisions of this Section 7.4, with respect to any “employee benefit plan”, as defined in Section 3(3) of ERISA, maintained by Buyer (including any severance plan), for all purposes, including determining eligibility to participate and vesting, service with the Seller or any subsidiary or predecessor of the Seller shall be treated as service with Buyer or any of its subsidiaries; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits. (d) The Buyer shall assume liability for up to a maximum of two (2) weeks of the vacation, sick pay, holiday and other similar accruals set forth in the Working Capital Statement and attributable to each employee of the Business who is covered by an Assumed Union Contract or was covered employed by the Mendota Union Contract Buyer, and the Buyer shall be a Transferred Union Employee (“Transferred Union Employee”)provide such employees with the accrued vacation, sick and holiday leave corresponding thereto. The term Transferred Employees shall not include Alternatively, in the event the Seller is required to by Legal Requirement or any employees applicable policy or former employees of the Company who on or prior plan to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Datepay any such accruals, the Company Buyer shall provide reimburse the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)Seller therefor.

Transferred Employees. Schedule 5.18(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time prior Prior to the Closing, is expected Buyer shall deliver, in writing, an offer of employment (on an “at will” basis) to become an employee all employees of Killington, Pico and the Company employees of ASC who is engaged in the Business are listed on Schedule 5.1(a)) (the collectively, “Business Employees”). On ) to commence such employment immediately upon the Closing Date, Company at the same salary and wage rates in effect with respect to such Employees immediately prior to Closing. Notwithstanding the foregoing, Buyer shall not be obligated to offer employment to the Employees listed on Schedule 5.1(b). Individuals who accept such offer of employment by the Closing Date are hereinafter referred to as the “Transferred Employees.” Subject to applicable Laws, (i) until the later of (x) June 1, 2007 and (y) the date which is sixty (60) days after the Closing Date or, with respect to each Transferred Employee classified as a full-time year round employee who works less that twelve (12) months per year (not including vacation and other paid time off), such earlier date on which such Transferred Employee’s employment with the Sellers terminates each year in the ordinary course (each such date the “Employee Retention Date”), Buyer shall not dismiss without cause any or all Transferred Employees that are classified as full-time year round employees, nor change the terms and conditions of their employment as in effect immediately following the Closing (including compensation and employee benefits provided to them) and (ii) on and after the Employee Retention Date, Buyer shall have the right to dismiss any or all Transferred Employees at any time, with or without cause and to change the terms and conditions of all active Business Employees their employment (including compensation and employee benefits provided to be terminatedthem). The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employeesacknowledges and agrees that, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the ski season of 2006-2007, Buyer (and any successor or assign) shall have no Liability other than as expressly set forth in this Section 5.18)be obligated to honor any reciprocal benefits offered to employees of Affiliate Resorts, on terms required by such Contracts (each an “Assumed Union Contract”)including, or without limitation, ski privileges at the Resort, and ASC acknowledges and agrees that, with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contractski season of 2006-2007, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) ASC shall be employed as obligated to honor any reciprocal benefits offered to Transferred Employees (“Transferred Employees”) from and after at the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retiredResort, have terminated employmentincluding, are on long-term disabilitywithout limitation, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)ski privileges at Affiliate Resort.

Transferred Employees. Schedule 5.18(a(a) The parties agree that the employment agreements of the employees of each Asset Seller listed on EXHIBIT 8.6 (a) (the "TRANSFERRED EMPLOYEES") will automatically be transferred to the Company Disclosure Letter identifies each individual who is currently or, at any time prior relevant Asset Buyers pursuant to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs applicable statutory provisions as of the Closing Date. (b) On or before August 15, or2000 Xxxxxxxxxxx Xxxxxxxxxxx xxx Unifrax Germany shall each provide each Transferred Employee employed by Carborundum Deutschland with a letter, return receipt requested, in the case form provided in EXHIBIT 8.6 (b) informing such employee of Business the conditional transfer to Unifrax Germany and his/her right to object to such transfer within three weeks after receipt of the letter. Four weeks after the date of the letters, Carborundum Deutschland shall provide Buyers with a list of the names of all Transferred Employees whose in Germany who have objected to their transfer and said list shall be updated by Carborundum Deutschland every time another German Transferred Employee objects to the transfer (the "OBJECTING EMPLOYEES"). (c) During the period between the date hereof and the Closing Date, Carborundum Australia and Unifrax Australia shall cooperate in good faith to carry out the transfer of the relevant Transferred Employees in a cost-efficient manner consistent with local Laws. No person other than the Transferred Employees shall be entitled to claim any right to employment immediately from the Companies or the Asset Buyers after the Closing Date. Sellers shall indemnify and hold harmless the Buyers and the Purchased Companies against any claim or action by the Transferred Employees in respect of their employment prior to the Closing Date is covered by the Pittsburgh Teamsters Contract Companies and/or the Sellers or Pittsburgh UFCW Contract (each their Affiliates, provided Buyers shall indemnify Sellers for any claims by Transferred Employees based on the initiation by Buyers or the Purchased Companies after the Closing Date of which shall be assumed pursuant changes in the employee benefit plans offered to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but the Transferred Employees as compared with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately they enjoyed prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating any stock option or purchase plan pertaining to jobs outside shares in Compagnie de Saint-Gobain SA and other than any changes made to the Business), pension plans offered to Transferred Employees in each case subject Australia arising from the failure for transfer value to and as more fully described be paid in this Section 5.18. Buyer shall treat such employee’s continuous service accordance with the Company as provisions of Exhibit 8.8. Sellers will indemnify Buyers against any claims by the Transferred Employees in Australia arising from failure of the Closing as service transfer value being made in accordance with the Buyer for purposes provisions of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacationExhibit 8.8).

Transferred Employees. Schedule 5.18(a(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to the Closing, is expected to become an employee Upon consummation of the Company who is engaged in the Business (the “Business Employees”). On the Closing Datehereunder, Company Buyer shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective to each of the employees of the Stations, who are actively employed as of the Closing Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employeesSellers, including coverage under the Buyer’s retirement at a comparable salary, position and health and welfare (including severance) programs place of employment as of the Closing Date, or, in the case of Business Employees whose employment held by each such employee immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) Date, and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than adopt employee benefit plans, policies and arrangements covering such employees substantially similar to the Benefit Plans of Sellers in effect as expressly set forth in this Section 5.18), of the date hereof. Buyer shall also offer employment to each employee of the Station who is temporarily absent from active employment on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date upon termination of such temporary absence provided such employee is covered by able to perform the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as essential functions of the Closing as service with the Buyer for purposes of eligibility position such employee held prior to such absence and vesting under the Buyer’s any such employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed treated as a "Transferred Employees Employee" (“Transferred Employees”as defined herein) from and after the date of Closing Date. (b) To the extent such employmentemployees 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 generally applicable to Buyer's employees who are similarly situated. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Buyer agrees that Transferred Employees shall not include be credited under all of Buyer's applicable employee benefit plans covering such employees with their service at any employees or former employees of the Company who on Jupiter/Smitx Xxxtions for purposes of determining any period of eligibility to participate or prior to vest in benefits to the same extent such service was counted under the Benefit Plans of Sellers. Buyer agrees that during the ninety (90) day period immediately following the Closing have retired, have terminated employment, are on long-term disabilityDate Buyer shall not (i) terminate any Transferred Employee except for termination for good cause, or who do not return (ii) adversely change the terms of any Transferred Employee's employment; provided, however, thereafter, subject to work on applicable laws, Buyer shall have the right, at any time thereafter, to dismiss any or before all Transferred Employees at any time thereafter, with or without cause, and to change the expiration terms and conditions of the period described in Section 5.18(e). On the Closing Datetheir employment (including compensation and employee benefit plans, the Company shall provide the Buyer with an up-to-date list of all of Business Employees whopolicies or arrangements, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacationprovided to them).

Transferred Employees. (a) Upon the earlier of the Non-License Transfer or the Closing, except for the employee listed on Schedule 5.18(a8.4.1 (a) hereto (the "EXCLUDED EMPLOYEE"), Buyer shall offer employment to each of the Company Disclosure Letter identifies employees of the Station (including each individual Person who has taken a leave of absence or is currently oron disability leave from the Station), as of the Transfer Date, at any time the same salary or wage rate (as applicable), position and place of employment as held by each such employee immediately prior to the ClosingTransfer Date, is expected to become an employee of the Company who is engaged and with benefits no less favorable in the Business (the “Business Employees”). On the Closing Date, Company shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Employees on terms comparable to aggregate than those provided by the Buyer and Buyer's affiliates to its their similarly situated employeesemployees (subject, including coverage under in all cases, to the Buyer’s retirement provisions of any collective bargaining agreements and health and welfare employment agreements that are Station Contracts); provided, however, that the two (including severance2) programs employees designated in the Time Brokerage Agreement shall continue as employees of Sellers and, except for the Excluded Employee, shall become Transferred Employees hereunder as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as also offer employment to each employee of the Closing as service with Station who is temporarily absent from active employment on the Buyer for purposes Transfer Date upon termination of eligibility such temporary absence provided such employee is able to perform the essential functions of the position such employee held prior to such absence and vesting under the Buyer’s any such employee benefit programs. All Business Employees who are offered and accept accepts such employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed treated as a "Transferred Employees Employee" (“Transferred Employees”as defined herein) from and after the date of Transfer Date. (b) To the extent such employmentemployees 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 generally applicable to Buyer's employees who are similarly situated. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Buyer agrees that Transferred Employees shall not include be credited under all of Buyer's applicable employee benefit plans covering such employees with their service at the Station for purposes of determining any employees period of eligibility to participate or former employees of the Company who on or prior to vest in benefits to the Closing have retired, have terminated employment, are on longsame extent such service was counted under the Benefit Plans of Sellers. Buyer agrees that from and after the Non-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On License Transfer until the Closing Date, Buyer shall not, except for the Company shall provide employees listed on Schedule 8.4.1(b), (i) terminate any Transferred Employee, except for termination for good cause, or (ii) reduce the salary or wages of any Transferred Employee, or change the terms of any Transferred Employee's employment or benefits to be materially adversely different than those provided by Buyer with an up-to-date list of all of Business Employees whoand Buyer's affiliates to their similarly situated employees; provided, as of however, that after the Closing Date, are on a leave subject to applicable laws, Buyer shall have the right, at any time thereafter, to dismiss any or all Transferred Employees at any time thereafter, with or without cause, and to change the terms and conditions of absence their employment (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacationincluding compensation and employee benefit plans, policies or arrangements, provided to them).

Transferred Employees. Schedule 5.18(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company Buyer shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective as of the Closing Date to all of the Business Facility Employees (identified on terms comparable Schedule 1.1(d), as updated pursuant to those provided by the Buyer to its similarly situated employeesSection 7.7(b)) who are active (i.e., including coverage under the Buyer’s retirement and health and welfare (including severancenot out on short or long term disability or workers compensation or for any other reason other than normal vacation absences) programs as of Closing, at the Closing Date, orsame location and rate of pay and otherwise on substantially similar terms, in the case of Business Employees whose employment aggregate, as those under which each such Facility Employee was employed immediately prior to the Closing Date. Those employees who accept Buyer¶s offer of employment made pursuant to this Section 8.4(a) and commence working for Buyer on the Closing Date are referred to herein as ³Transferred Employees.´ Each Facility Employee who is covered by not an active employee as of the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract Closing Date (each an ³Inactive Employee´) VKDOO UHPDLQ 6HOOHUV¶ UHVSRQVLELOLW\ XQWLO VXFK employee commences employment with Buyer. When an Inactive Employee is able to return to DFWLYH VWDWXV LQ DFFRUGDQFH ZLWK 6HOOHUV¶ OHDYH SROLFLHV, DQG provided that such return occurs within six (6) months of which the Closing Date unless the Inactive Employee is otherwise required by applicable Legal Requirements to be reinstated at a later date, Buyer shall be assumed pursuant make such offer of employment to such individual in accordance with this Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which 8.4(a), and, provided such LQGLYLGXDO DFFHSWV %X\HU¶V RIIHU RI HPSOR\PHQW, VXFK LQGLYLGXDO ZLOO EH FRQVLGHUHG D Transferred Employee as of the date of such acceptance. Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by liability for any Inactive Employee until the date such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programsbecomes a Transferred Employee. All Business Employees who are offered and accept Buyer¶s decisions to offer or not offer employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) Sellers¶ employees shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer accordance with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation)applicable Legal Requirements.

Transferred Employees. Schedule 5.18(a(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time No later than five (5) Business Days prior to the Closing, is expected to become an employee the Purchaser (or one of its Affiliates) shall offer employment, effective as of the Company who is engaged Closing (the “Hire Date”), to each of the employees listed in the Business Schedule 4.3 (the “Business Employees”). On Each Business Employee who accepts the Closing Date, Company shall cause Purchaser’s written offer of employment and commences employment with the employment of all active Business Employees to be terminated. The Buyer will offer employment effective Purchaser or its designated Affiliate as of the Closing Hire Date to all of the Business Employees on terms comparable to those provided by the Buyer to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare (including severance) programs as of the Closing Date, or, in the case of Business Employees whose employment immediately prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant referred to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than herein as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (a “Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). .” On the Closing Date, the Company Seller shall provide pay, or cause to be paid, to the Buyer with an up-to-date list of Transferred Employees (i) all of Business Employees whoearned wages or salaries that relate to periods prior to the Closing Date, and (ii) all vacation or other paid time off days that each such Transferred Employee has accrued, but not used, as of the date hereof (“Pre-Closing Wages/Vacation”). (b) During the period commencing at the Hire Date and ending on the date that is the earlier of twelve (12) months from the Hire Date or the date of the Transferred Employee’s separation from employment with the Purchaser or one of its Affiliates for any reason, the Purchaser (or one of its Affiliates) shall provide Transferred Employees with: (i) base salaries or hourly wages that are no less favorable than the base salaries or hourly wages provided by MRMC to such Transferred Employees immediately prior to the Closing Date; (ii) target bonus opportunities that are substantially similar in the aggregate to the target bonus opportunities of such Transferred Employees immediately prior to the Closing Date; and (iii) retirement and welfare benefits that are, are on a leave of absence in the aggregate, substantially similar, in the aggregate, to the retirement and welfare benefits (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacationdefined benefit pension benefits, post-retirement health or medical or life insurance benefits, equity-based compensation and non-qualified or supplemental retirement or deferred compensation arrangements) provided by MRMC to such Transferred Employees immediately prior to the Closing Date. (c) If the Purchaser terminates the employment of a Transferred Employee who has accepted employment with the Purchaser, other than for Cause, within the one (1) year period following the Hire Date, the Purchaser shall pay to such Transferred Employee, a severance amount equivalent to the greater of: (i) (A) one (1) week’s salary for every full or partial year of service with the Seller (or MRMC) and Purchaser combined, with a minimum allowance of two (2) weeks and maximum of twenty-six (26) weeks, plus (B) one (1) week’s salary for every five (5) years over the age of forty (40), with a minimum of one (1) week if age forty (40), or (ii) the severance amount payable pursuant to the Purchaser’s then current severance policy. For purposes of this Section 4.3(c), “Cause” shall mean: (i) the indictment, conviction of, or plea of nolo contendere by the Transferred Employee to a felony or any crime involving moral turpitude or fraud that has adversely affected the Purchaser; (ii) conduct by the Transferred Employee which brings Purchaser into substantial public disgrace or disrepute; (iii) gross negligence or willful misconduct by the Transferred Employee in providing the services required of such employee; or (iv) the violation of Purchaser’s drug policy.

Transferred Employees. Schedule 5.18(a(a) The Sellers shall deliver to the Company Disclosure Letter identifies each individual who is currently orPurchaser a true and complete list, at any time no later than ten (10) Business Days prior to the ClosingClosing Date, is expected of (i) the names, titles, annualized salary and other compensation of all Employees, the identities of which the Purchaser and the Seller Parent shall, in good faith, agree to become an employee of the Company who is engaged in the Business writing (together, the “Business Employees”) and (ii) all Persons who are currently performing services for the Business by or on behalf of any Selling Company who are classified as “consultants” or “independent contractors” (the “Other Personnel”). On or before the Closing Date, Company except as set forth on Section 8.4 of the Disclosure Schedule, the Purchaser shall (or shall cause one of its Affiliates to) (i) offer employment, effective immediately following the Closing, to all such Business Employees (excluding, in each case, such Business Employees who are Concurrent HPS Employees (“Concurrent HPS Business Employees”)), including those Business Employees (but excluding those Concurrent HPS Business Employees) who are at the time employed in H-1B nonimmigrant visa status under the Immigration and Nationality Act of 1952, as amended, by Seller (such status hereinafter “H-1B Status” and such Business Employees the “H-1B Employees”), or those Business Employees (but excluding those Concurrent HPS Business Employees) who are at the time on a military leave, on a leave of absence under the Family Medical Leave Act or comparable state law, on workers’ compensation leave, or on a long-term or short-term disability leave, and (ii) file an H-1B petition with U.S. Citizenship and Immigration Services and/or take any other action(s) required under said Act and the regulations promulgated thereunder to ensure the continued employment by the Purchaser of each such H-1B Employee in valid H-1B Status on and after the Closing Date; provided, however, that, unless otherwise set forth on Section 8.4 of the Disclosure Schedule, such Business Employees shall remain employed “at will,” and the Purchaser may terminate at any time after the Closing the employment of any Business Employee who accepts such offer of employment. On or before the Concurrent HPS Closing Date, except as set forth on Section 8.4 of the Disclosure Schedule, the Purchaser shall (or shall cause one of its Affiliates to) (i) offer employment, effective immediately following the Concurrent HPS Closing, to all active Concurrent HPS Business Employees, including those Concurrent HPS Business Employees who are at the time H-1B Employees, or those Concurrent HPS Business Employees who are at the time on a military leave, on a leave of absence under the Family Medical Leave Act or comparable state law, on workers’ compensation leave, or on a long-term or short-term disability leave, and (ii) file an H-1B petition with U.S. Citizenship and Immigration Services and/or take any other action(s) required under said Act and the regulations promulgated thereunder to be terminated. The Buyer will offer ensure the continued employment effective as by the Purchaser of each such H-1B Employee in valid H-1B Status on and after the Concurrent HPS Closing Date; provided, however, that, unless otherwise set forth on Section 8.4 of the Closing Date to all of the Disclosure Schedule, such Concurrent HPS Business Employees on terms shall remain employed “at will,” and the Purchaser may terminate at any time after the Concurrent HPS Closing the employment of any Concurrent HPS Business Employee who accepts such offer of employment. Such offers shall include base compensation and employee benefits (other than equity or equity-based compensation and any retention, transaction or change of control bonuses or benefits under any defined benefit plan or deferred compensation plan) that are substantially comparable in the aggregate to those the base compensation and employee benefits (other than equity or equity-based compensation and any retention, transaction or change of control bonuses or benefits under any defined benefit plan or deferred compensation plan) provided by the Buyer applicable Seller to its similarly situated employees, including coverage under the Buyer’s retirement and health and welfare such Business Employees (including severancea) programs as of the Closing Date, or, in the case of Business Employees whose employment who are not Concurrent HPS Business Employees “Non-Concurrent HPS Business Employees”, immediately prior to the Closing Date is covered by Date, and (b) in the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each case of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18)such Concurrent HPS Business Employees, on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by Concurrent HPS Closing; provided, however, that the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business)Purchaser shall, in each case subject its sole and absolute discretion, retain the ability at any time (1) after Closing to modify the base compensation and employee benefits of any Non-Concurrent HPS Transferred Employee (as more fully described defined below) and (2) after the Concurrent HPS Closing to modify the base compensation and employee benefits of any Concurrent HPS Transferred Employee (as defined below) and, in this Section 5.18any such case, nothing herein shall require the Purchaser to continue to employ any Transferred Employee (as defined below) for any specified period or to maintain substantially comparable base compensation and employee benefits for any specified period after Closing or the Concurrent HPS Closing (as applicable). Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Non-Concurrent HPS Business Employees who accept the Purchaser’s offer of employment are offered and accept employment with the Buyer and who report herein referred to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than vacation).Non-

Transferred Employees. Schedule 5.18(aBuyer (i) shall offer employment to all Branch Employees (provided that Buyer shall not be obligated to offer employment to any such employees who have been on leave more than six months at the Company Disclosure Letter identifies each individual who is currently orClosing Date) and (ii) may, but shall not be obligated to, offer employment to any Branch-Related Employee following the receipt of all Regulatory Approvals (other than statutory waiting periods) and in any event at any time least twenty (20) days prior to the ClosingClosing Date upon the terms and conditions described below. Subject to the provisions of this Section 8.6, is expected Transferred Employees will be subject to become the employment terms, conditions and rules applicable to other employees of Buyer. Nothing contained in this Agreement shall be construed as an employee employment contract between Buyer and any Transferred Employees or create any rights as third party beneficiaries or otherwise on the part of the Company who is engaged in the Business (the “Business Employees”)any Transferred Employee. On Buyer may, prior to the Closing Date, Company shall cause send a letter or memorandum to the employment of all active Business Branch Employees and the Branch-Related Employees, which letter or memorandum may indicate Buyer's intention to be terminated. The Buyer will offer employment to such individuals. Seller shall cooperate with Buyer in sending such a communication, including furnishing the business mailing addresses of such individuals to Buyer. (a) To the extent permitted under Buyer's 401(k) plan, Seller and Buyer shall cooperate in arranging for the transfer to Buyer's 401(k) plan, as soon as practicable after the Closing Date and in a manner that satisfies sections 414(l) and 411(d)(6) of the Code, of those accounts held under Seller's 401(k) plan on behalf of Transferred Employees. (b) Buyer may interview Branch Employees and Branch-Related Employees during normal working hours. Buyer shall be solely responsible for any activity in connection with interviewing such Employees. Buyer indemnifies and holds Seller harmless from and against any claim, liability, losses, costs or expenses, including reasonable attorneys' fees, resulting or arising from Buyer's acts or omissions in connection with said interviews. (c) Seller shall have the right to continue to employ after the Closing Date any Employee who is not a Transferred Employee, or to release any such Employee in its sole discretion. (d) Each Transferred Employee shall be provided employment subject to the following terms and conditions: (i) Transferred Employees' employment shall be probationary for the first 90 Days after Closing Date. (ii) Base salary rate shall be equivalent to the rate of base salary paid by Seller to such Transferred Employee as of the close of business on the day prior to the Closing Date. (iii) Except as specifically provided herein, Transferred Employees shall be provided employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Buyer. Buyer shall provide such Transferred Employee with credit for the Transferred Employees' period of service with Seller towards the calculation of eligibility for such purposes as vacation, severance and other benefits and participation and vesting in Buyer's qualified pension or profit sharing plan, as such plans may exist (but, except as set forth in (v) below and for vacation, not for purpose of benefit accruals, including without limitation, funding of accrued pension or profit sharing plans for such Transferred Employee with respect to any period prior to the Closing Date). (iv) Each Transferred Employee shall be eligible to participate in the medical, dental or other welfare plans of Buyer, as such plans may exist, effective as of the Closing Date and any pre-existing conditions provisions of such plans shall be waived with respect to all of the Business Employees on terms comparable to those such Transferred Employee, provided by the Buyer to its similarly situated employees, including coverage that if Buyer's relevant health or disability insurance policy or plan has a pre-existing condition limitation and an Employee's condition is being excluded (as a pre-existing condition) under the Buyer’s retirement and health and welfare (including severance) programs Seller's plan as of the Closing Date, orBuyer may treat such condition as a pre-existing condition for the period such condition would have been treated as a pre-existing condition under Seller's plan under which such Employee would have been covered. (v) With respect to any Transferred Employee on a short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the terms and conditions of the Buyer'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 a Transferred Employee and, to the case extent practicable as determined in good faith by Buyer, shall be offered by Buyer the same or a substantially equivalent position to his or her position with Seller prior to leave. For purposes of Business (I) above, the probationary period shall not commence until the end of Transferred Employees' short-term disability or temporary leave of absence. (e) Except as provided herein, Seller shall pay, discharge and be responsible for (i) all salary and wages, arising out of or relating to the employment of the Employees whose employment immediately before the Closing Date and (ii) any employee benefits (including, but not limited to, accrued vacation) arising under Seller's employee benefit plans and employee programs prior to the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but not including any future retiree medical benefits), including benefits with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately claims incurred prior to the Closing Date is covered by but reported after the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Closing Date. Seller shall provide continuation health coverage under Section 5.18. Buyer shall treat such employee’s continuous service with the Company as 4980B(f) of the Closing as service with the Buyer Code ("COBRA") for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All Business Branch Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as do not become Transferred Employees (“Transferred Employees”) and, to the extent required by COBRA, will provide to Branch Employees any notices required as a result of their qualifying termination of employment from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who Seller on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e)Date. On From and after the Closing Date, Buyer shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to the Company shall provide employment of the Transferred Employees by Buyer with an up-to-date list of all of Business Employees who, as of on and after the Closing Date, including all claims for welfare benefit plans incurred on or after the Closing Date. Seller shall promptly inform Buyer of any Employee who resigns prior to the Closing Date. Claims are on a leave incurred as of absence the date services are provided or disability payments are accrued, notwithstanding when the injury or illness may have occurred. (which is defined as being away f) Seller agrees that, from work and after the date hereof and for a period of over fourteen 18 months after the Closing Date, neither Seller nor any of its Affiliates, nor any officer, director, employee or agent of Seller or any of its Affiliates, will, directly or indirectly, solicit to employ any of the Branch Employees up to the time of the Closing and any Transferred Employees after the Closing, so long as they are employed by Buyer, or directly or indirectly solicit or encourage any such Branch Employees up to the time of the Closing and any Transferred Employees after the Closing to not accept or to leave Buyer's employ (14) calendar days for any approved reason other than vacationpursuant to general advertisements of employment in publications not specifically targeted at such Branch Employees or such Transferred Employees), in either case, without obtaining the prior written consent of Buyer. Seller agrees that from and after the date hereof for a period of 18 months after the Closing Date, Seller shall not hire any person who is as of the date hereof a Branch Employee of an officer level or who becomes a Transferred Employee of an officer level without the prior consent of the Buyer; provided, that from the date hereof through the Closing Date, Seller may employ any such employee who initiates a request for a transfer so long as the transfer would be out of the geographic region served by the Branch.

Transferred Employees. Schedule 5.18(a) Prior to the Company Disclosure Letter identifies each individual who is currently or, at any time prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company Buyer (or its designee) shall cause the employment of all active Business Employees to be terminated. The Buyer will offer employment effective or admission as of principal, as the Closing Date case may be, to substantially all of the Business Employees on in accordance with terms comparable and conditions generally applicable to those provided by the Buyer to its similarly situated employeespersonnel of Buyer, including coverage under the which offers shall be subject to Buyer’s retirement and health and welfare satisfaction with the results of Buyer’s customary pre-employment or pre-admission procedures, as the case may be, (including severanceBuyer’s customary screening and background checks), with such employment or admission, as the case may be, commencing on the first (1st) programs as of Business Day after the Closing Date. Such offers will be contingent upon a Business Employee’s agreement to restrictive covenants including non-solicitation, or, in non-hire and confidentiality that are consistent with such covenants as are generally applicable to personnel of Buyer or its designees who are of a similar level of seniority. The parties will reasonably cooperate to coordinate the case termination of Business Employees whose employment immediately prior to with Sellers and the Closing Date is covered by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract (each transfer of which shall be assumed pursuant to Section 2.2(a)(iii) and shall each constitute an “Assumed Contract,” but with respect to which the Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with respect to those Business Employees whose employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility and vesting under the Buyer’s employee benefit programs. All any Business Employees who are offered accept an offer of employment or admission, as the case may be, and accept execute all documents required for employment or admission, as the case may be, with Buyer (or its designee) (the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”). Each Seller agrees to use reasonable best efforts to provide all relevant information necessary to assist Buyer in the transfer of the Transferred Employees, including all relevant payroll and withholding tax information with respect to the Transferred Employees; provided that Buyer shall not have access to personnel records of any Seller which in Seller’s good faith opinion cannot be disclosed to Buyer pursuant to applicable Law. Nothing contained herein shall be construed to limit or affect any right of Buyer or its designees to terminate any Transferred Employee at any time or for any reason with or without cause. Effective upon Closing, each Seller hereby waives and releases each Transferred Employee from any and all contractual, common law or other restrictions enforceable by Sellers on the employment, activities or other conduct of such individual after such individual’s termination of employment with Sellers (other than any obligation not to disclose confidential information of Sellers and their clients to Persons other than Buyer and its designees) from to the extent necessary for such Transferred Employee to accept Buyer’s (or its designee’s) offer of employment or admission as a principal, as the case may be. Sellers and Buyer agree to cooperate in good faith to identify Additional Business Employees to whom Buyer may choose to extend offers of employment or admission as principal and facilitate such offers and, with respect to any such Additional Business Employees to whom Sellers agree such offers may be extended, Sellers agree to provide waivers of the non-solicitation provisions of the Confidentiality Agreement sufficient to permit Buyer to make such offers of employment or admission as principal, as the case may be and, effective upon employment or admission by Buyer, terminate the restrictions referenced in the prior sentence above with respect to each Additional Business Employee who receives an offer of employment or admission as a principal to the extent necessary for Buyer to make such offer; provided that nothing herein shall require Sellers to permit Buyer to extend an offer of employment to any Additional Business Employee who, in Sellers’ reasonable judgment, is reasonably necessary to the continued operation of the business of Sellers following the Closing; and provided further that in the event that before or after the date Closing an Additional Business Employee’s responsibilities consist primarily of providing services in connection with the Business or, after the Closing, the Acquired Assets and the Assumed Contracts, Sellers shall cooperate with and assist Buyer as it reasonably requests in securing the employment or admission of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be employee so long as Buyer agrees to enter into a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior reasonable arrangement to assure Sellers access to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration assistance of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away and services from work such employee necessary for a period of over fourteen (14) calendar days for any approved reason other than vacation)Sellers’ continuing operations.

Transferred Employees. Schedule 5.18(a(a) to the Company Disclosure Letter identifies each individual who is currently or, at any time Not less than ten (10) days prior to the Closing, is expected to become an employee of the Company who is engaged in the Business (the “Business Employees”). On the Closing Date, Company Seller shall cause the employment provide a list to Buyer of all active Business Employees employees of the Stations. Prior to be terminated. The the Closing Date, Buyer will shall offer employment effective as of the Closing Date to all such employees of the Business Employees on terms comparable to Stations at the same salary or wage rate (as applicable), and place of employment, as held by each such employee immediately prior thereto, and with benefits no less favorable in the aggregate than those provided by the Buyer and Buyer's Affiliates to its their similarly situated employeesemployees (subject, including coverage in all cases, to the provisions of any employment agreements that are Station Contracts). (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 generally applicable to Buyer's employees who are similarly situated. Buyer agrees that Transferred Employees shall be credited under all of Buyer's applicable employee benefit plans covering such employees with their service at the Station for purposes of determining any period of eligibility to participate or to vest in benefits to the same extent such service was counted under the Buyer’s retirement and health and welfare (including severance) programs as Benefit Plans of Seller. After the Closing Date, orsubject to applicable laws, in Buyer shall have the case right, at any time thereafter, to dismiss any or all Transferred Employees at any time thereafter, with or without cause, and to change the terms and conditions of Business Employees whose their employment immediately prior (including compensation and employee benefit plans, policies or arrangements, provided to them). Buyer further agrees that all amounts credited under the Seller's health plans for purposes of limits on co-payments, deductibles and out of pocket expenses during the calendar year that includes the Closing Date is covered shall be credited under the Buyer's corresponding health plans or policies, and no pre-existing condition limitation shall apply to Transferred Employees under such health plans or policies, except to the extent required by the Pittsburgh Teamsters Contract or Pittsburgh UFCW Contract plans. (each of which shall be assumed c) Buyer and Seller agree that, pursuant to Section 2.2(a)(iiithe "Alternative Procedure" provided in section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, (i) Buyer and shall each constitute an “Assumed Contract,” but Seller will report on a predecessor/successor basis as set forth therein, (ii) Seller will be relieved from filing a Form W-2 with respect to which any Transferred Employee of Seller who accepts employment with Buyer and (iii) Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by Seller). Seller agrees to provide Buyer shall have no Liability other than as expressly set forth in this Section 5.18), on terms required by such Contracts (each an “Assumed Union Contract”), or with all payroll and employment-related information with respect to those Business Employees whose each Transferred Employee of Seller who accepts employment immediately prior to the Closing Date is covered by the Mendota Union Contract, on substantially the same terms and conditions set forth in the Mendota Union Contract with Buyer. (other than those relating to jobs outside the Business), in each case subject to and as more fully described in this Section 5.18. d) Buyer shall treat such employee’s continuous service with the Company as of the Closing as service with the Buyer for purposes of eligibility assume all accrued and vesting under the Buyer’s employee benefit programs. All Business Employees who are offered and accept employment with the Buyer and who report to work on (i) the Closing Date or (ii) the first regular work day following completion of an excused absence or leave as described by Section 5.18(e) shall be employed as Transferred Employees (“Transferred Employees”) from and after the date of such employment. Each Transferred Employee whose employment is covered by an Assumed Union Contract or was covered by the Mendota Union Contract shall be a Transferred Union Employee (“Transferred Union Employee”). The term Transferred Employees shall not include any employees or former employees of the Company who on or prior to the Closing have retired, have terminated employment, are on long-term disability, or who do not return to work on or before the expiration of the period described in Section 5.18(e). On the Closing Date, the Company shall provide the Buyer with an up-to-date list of all of Business Employees who, as of the Closing Date, are on a leave of absence (which is defined as being away from work for a period of over fourteen (14) calendar days for any approved reason other than unused vacation).