Common use of Treatment of Transferred Employees Clause in Contracts

Treatment of Transferred Employees. (a) Seller shall (or shall cause its applicable Affiliates to) transfer at or prior to the Closing the employment of each (i) Business Employee who is not employed by a member of the Alkali Group to a member of the Alkali Group, and (ii) employee who is not a Business Employee and who is employed by a member of the Alkali Group from such member of the Alkali Group to Seller or any of its Affiliates (other than a member of the Alkali Group), as designated by Seller. Any Business Employee who is an employee of a member of the Alkali Group as of the Closing shall be referred to as a “Transferred Employee”. (b) Effective as of the Closing, each Business Employee shall cease to participate in and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans (excluding any retiree health and welfare benefits) until no later than ninety (90) days following the Closing Date, subject to and in accordance with the terms of the Transition Service Agreement. From and after the Closing, each member of the Alkali Group shall, and Purchaser shall cause such members of the Alkali Group to, (i) honor all Business Employee Plans in all material respects in accordance with their terms as in effect as of the date hereof and (ii) comply with any additional obligations or standards arising under applicable Laws or agreements governing the terms and conditions of the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016, Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (A) base compensation and bonus opportunities that, in each case, are no less favorable than were provided to the Transferred Employee immediately before the Closing (it being understood that Purchaser shall honor any increases required by the Seller’s calendar year 2015 salary plan previously provided to Purchaser) and (B) employee benefits (other than non-union defined benefit pension (qualified and non-qualified) and non-union retiree welfare) that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shall, or shall cause the members of the Alkali Group to, provide to each Transferred Employee who is terminated or receives notice of termination on or prior to June 30, 2016, severance benefits equal to the severance benefits for which such Transferred Employee was eligible as of immediately prior to the Closing determined without taking into account any reduction after the Closing in compensation paid to such Transferred Employee. (c) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the Closing, including the Business Employee Plans (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply to the extent that its application would result in a 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, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller or its Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such 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 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.

Treatment of Transferred Employees. (a) Seller Purchaser shall provide each Transferred Employee (i) whose completed age plus total years of service with BCBSKS equals 60 or shall cause its applicable Affiliates tomore on the Closing Date; or (ii) transfer who is age 50 or greater with at or least five years of service with BCBSKS on the Closing Date, with defined benefit pension benefits upon retirement that are at least equal to the benefits such Transferred Employee would have received upon retirement under the BCBSKS defined benefit pension plan that such Transferred Employee participated in immediately prior to the Closing the employment of each (i) Business Employee who is not employed by a member of the Alkali Group to a member of the Alkali Group, and (ii) employee who is not a Business Employee and who is employed by a member of the Alkali Group from such member of the Alkali Group to Seller or any of its Affiliates (other than a member of the Alkali Group), as designated by Seller. Any Business Employee who is an employee of a member of the Alkali Group as of the Closing shall be referred to as a “Transferred Employee”Date. (b) Effective as of the Closing, each Business Employee shall cease to participate in From and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans (excluding any retiree health and welfare benefits) until no later than ninety (90) days following after the Closing Date, subject to and in accordance with the terms of the Transition Service Agreement. From and after the Closing, each member of the Alkali Group shall, and Purchaser shall cause such members of the Alkali Group to, (i) honor all Business Employee Plans in all material respects in accordance with their terms as in effect as of the date hereof and (ii) comply with any additional obligations or standards arising under applicable Laws or agreements governing the terms and conditions of the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016, Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (A) base compensation and bonus opportunities that, in each case, are no less favorable than were provided to the Transferred Employee immediately before the Closing (it being understood that Purchaser shall honor any increases required by the Seller’s calendar year 2015 salary plan previously provided to Purchaser) and (B) employee benefits (other than non-union defined benefit pension (qualified and non-qualified) and non-union retiree welfare) that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shall, or shall cause the members of the Alkali Group to, provide to each Transferred Employee who was a "highly compensated employee" (as such term is terminated or receives notice defined in Section 414 of termination on or prior to June 30, 2016, severance benefits equal to the severance benefits for which such Transferred Employee was eligible as of Code) immediately prior to the Closing determined without taking into account any reduction after the Closing in Date with such supplementary deferred compensation paid benefits as are necessary to compensate each such Transferred EmployeeEmployee for any adverse effect each such Transferred Employee may experience as a result of IRS maximum limitations on elective salary deferrals to any tax-qualified retirement plan in which such Transferred Employee participates. (c) For all purposes (including purposes of vesting, eligibility to participate From and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the ClosingClosing Date and subject to Section 6.03(a) hereof, including the Business Employee Plans (the “New Plans”), Purchaser shall provide each Transferred Employee shall be credited with his or her years benefits, rights and entitlements which, in the aggregate, are substantially equivalent to those provided to similarly situated employees of service with Seller Purchaser, taking into account all relevant factors, including, without limitation, family status, duties, geographic location and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply to the extent that its application would result in a duplication length of benefitsservice. In addition, and without Without limiting the generality of the foregoing, until January 1, 2003 Purchaser shall maintain, in accordance with its terms, the defined contribution 401(k) plan of BCBSKS in effect immediately prior to the Closing Date for the benefit of each Transferred Employee and each employee hired at any former BCBSKS location after the Closing Date. (d) To the extent service is a factor in determining eligibility for and vesting in the benefits provided thereunder, the plans and programs in which each Transferred Employee participates in after the Closing Date shall recognize service with BCBSKS and its subsidiaries for purposes of determining (i) each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before Employee's eligibility to participate in, and vest in the Closing (benefits provided under, such plans, collectively, the “Old Plans”) plan or program and (ii) for purposes of each New Plan providing medicalthe benefits accrued under such plan or program. Notwithstanding the foregoing, dental, pharmaceutical and/or vision in no event shall any Transferred Employee receive duplicate benefits with respect to any period of prior service. To the extent any welfare benefit plan in which any Transferred Employee, Purchaser shall cause all Employee participates after the Closing Date (other than under a continued BCBSKS plan) imposes any pre-existing condition exclusions and actively-at-work requirements of limitation, such New Plan to condition shall be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller or its Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses all costs incurred by such employee and his Transferred Employee's under any health or her covered dependents during the portion of the welfare plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to calendar year in which the Closing Date occurs shall be taken into account under applied toward such New Plan for purposes Transferred Employee's deductible and any applicable out of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Planexpense limitation.

Treatment of Transferred Employees. (a) Seller shall (shall, or shall cause its applicable Affiliates to) , subject to employee consent where required in any non-U.S. jurisdiction, transfer at or prior to the Closing the employment of each (i) Business Employee who is not already employed by a member of the Alkali Commercial Air Group to a member of the Alkali Commercial Air Group, effective no later than the Closing Date, and (ii) employee who is not a Business Employee and who is otherwise employed by a member of the Alkali Commercial Air Group from such member of the Alkali Commercial Air Group to Seller or any of its Affiliates (other than a member of the Alkali Commercial Air Group), as designated by Seller, prior to the Closing Date. Any Business Employee who is remains an employee of a member of the Alkali Commercial Air Group as of the Closing Closing, including an employee on approved leave of absence, shall be referred to as a “Transferred Employee”.” Notwithstanding any of the foregoing, with respect to any LTD Employee, Purchaser shall make an offer of employment consistent with the requirements set forth in this Article VI, contingent on such LTD Employee’s ability to return to employment within six (6) months following the Closing Date or such longer period as may be required by applicable law and when an LTD Employee has (i) accepted the offer and (ii) returns to active status, such LTD Employee shall be considered a Transferred Employee. (b) Effective as For a period of the Closing, each Business Employee shall cease to participate in and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans twelve (excluding any retiree health and welfare benefits12) until no later than ninety (90) days months following the Closing Date, subject to and in accordance with (the terms of the Transition Service Agreement. From and after the Closing, each member of the Alkali Group shall, and Purchaser shall cause such members of the Alkali Group to, (i) honor all Business Employee Plans in all material respects in accordance with their terms as in effect as of the date hereof and (ii) comply with any additional obligations or standards arising under applicable Laws or agreements governing the terms and conditions of the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016“Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (Ai) base compensation and bonus (including base salary or hourly rate of pay, as applicable) that is no less than that provided to the Transferred Employee immediately before the Closing, (ii) incentive compensation opportunities that, in each case, that are no less favorable than were provided the incentive compensation opportunities (paid in cash or equity-based), in the aggregate, applicable to the Transferred Employee immediately before the Closing (it being understood that which for the avoidance of doubt, may -68- be paid by Purchaser shall honor any increases required by in cash (with a market rate of return if subject to mandatory deferral, vesting beyond the Seller’s calendar first quarter following the year 2015 salary plan previously provided to which the incentive relates (in the case of short-term incentive) or vesting over more than one year) if equity-based compensation is not otherwise awarded to similarly situated employees of Purchaser) ), and (Biii) employee benefits, including, without limitation, healthcare and other welfare benefits (other than nonpost-union retirement welfare benefits and retention benefits), vacation, leaves, holidays, sick time, and personal time off, retirement (other than defined benefit pension (qualified plan benefits), and non-qualified) and non-union retiree welfare) other compensation programs that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shallshall provide, or shall cause the members of the Alkali Group toto be provided, provide to each Transferred Employee who who, during the Continuation Period, is terminated or receives notice of termination termination, including under any circumstances that would entitle such Transferred Employee to severance under the terms of the severance arrangements set forth on or prior to June 30, 2016Section 6.1(b) of the Seller Disclosure Schedule, severance benefits equal to the severance benefits for which under such Transferred Employee was eligible as of immediately prior to the Closing determined without taking into account any reduction after the Closing in compensation paid to such Transferred Employeeseverance arrangements. (c) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the Closing, including the Business Employee Assumed Plans (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; , provided that (other than in the case of severance benefits or for purposes of any Assumed Plan) the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plans or to the extent that its application would result in a duplication of benefitsbenefits or to the extent prior service is not credited to similarly situated employees of Purchaser or its Subsidiaries under such plans. In addition, and without limiting the generality of the foregoing, Purchaser shall (i) cause each New Plan to provide that each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) ), and (ii) use commercially reasonable efforts to cause each New Plan to provide that for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller or its Subsidiaries in which such employee participated immediately prior to the ClosingOld Plan, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such 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 employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New PlanPlan for the same plan year.

Treatment of Transferred Employees. (a) Seller Sellers shall (or shall cause its their applicable Affiliates to) use their reasonable best efforts (subject to employee consent where required in any non-U.S. jurisdiction) to transfer at or prior to the Closing the employment of each (i) Business Employee who is not employed by a member of the Alkali Education Group to a member of the Alkali Education Group, and (ii) employee who is not a Business Employee and who is employed by a member of the Alkali Education Group from such member of the Alkali Education Group to any Seller or any of its Affiliates (other than a member of the Alkali Education Group), as designated by SellerSellers; provided, however, (x) in the case of any Business Employee located in a Deferred Closing Jurisdiction (each, a “Deferred Transfer Employee”) who is not employed by a member of the Education Group, Sellers shall (or shall cause their applicable Affiliates to) use their reasonable best efforts to transfer the employment of such Deferred Transfer Employee to a member of the Education Group or one of its Affiliates (and Purchaser shall cause such entity to employ such Deferred Transfer Employee in accordance with the terms of this Article VI) as of no later than the applicable Deferred Closing Date (subject to employee consent where required in any non-U.S. jurisdiction) and (y) in the case of any Business Employee who is on short-term disability leave, leave under the Family Medical Leave Act or other approved leave of absence as of the Closing (each such Business Employee, a “Leave Employee”), Purchaser shall cause the applicable member of the Education Group or one of its Affiliates to employ such Leave Employee in accordance with the terms of this Article VI) as of the date such Leave Employee returns to active employment (the “Active Employment Date”). Any Business Employee who is an employee of a member of the Alkali Education Group as of the Closing shall be referred to as a “Transferred Employee”. (b) Effective . Each Deferred Transfer Employee shall be considered a Transferred Employee effective as of the Closing, each Business Employee shall cease to participate in and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans (excluding any retiree health and welfare benefits) until no later than ninety (90) days following the Closing Date, subject to and in accordance with the terms each Leave Employee shall be considered a Transferred Employee effective as of the Transition Service Agreementapplicable Active Employment Date. With respect to each Leave Employee who becomes a Transferred Employee, any references to the termination of any employment-related obligations of Sellers and their Affiliates and the assumption or commencement of employment-related obligations by Purchaser and its Affiliates as of the Closing or Closing Date (as applicable) will be deemed to apply instead as of the applicable Active Employment Date. From and after the Closing, each member Purchaser assumes any Liabilities arising out of the Alkali Group employment or termination of employment of any Transferred Employee. (b) From and after the Closing, the Transferred Companies or one of their Affiliates shall, and Purchaser shall cause such members the Transferred Companies or one of the Alkali Group their Affiliates to, (i) honor all Business Employee Plans in and all material respects Non-U.S. Business Employee Plans in accordance with their terms as in effect immediately before the Closing, subject to any amendment or termination thereof that is permitted by such Business Employee Plan or Non-U.S. Business Employee Plan, as of the date hereof and (ii) applicable, or to comply with any additional obligations or standards arising under applicable Laws or agreements governing Law. For a period of one year following the terms and conditions of Closing (the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016“Benefits Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (Ai) base compensation and cash bonus opportunities that, in each case, are no less favorable than were provided to the Transferred Employee immediately before the Closing (it being understood that Purchaser shall honor any increases required by the Seller’s calendar year 2015 salary plan previously provided to Purchaser) and (Bii) employee all other compensation and benefits (other than nonany (A) equity or equity-union based compensation (including the 2012 Cash Performance Awards), (B) defined benefit pension pension, (qualified and nonC) retiree medical or (D) change-qualified) and nonin-union retiree welfarecontrol or sale compensation or enhanced benefit) that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. ; provided, that, subject to Section 6.1(c) of this Agreement and applicable Law, nothing herein shall preclude Purchaser, the Transferred Companies or their respective Affiliates from terminating the employment of any Transferred Employee, nor shall limit Purchaser’s, the Transferred Companies’ or their respective Affiliates’ ability to modify compensation or benefits (other than health and welfare benefits during 2013 and severance benefits) because of or in response to performance issues with particular employees, groups of employees or business units or in connection with business optimization plans or initiatives; provided, further, that a Transferred Employee’s wages or salary may be decreased during the Benefits Continuation Period solely due to such Transferred Employee’s individual performance. (c) Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shall, or shall cause the members Transferred Companies or one of the Alkali Group their Affiliates to, provide to each Transferred Employee whose employment is terminated, or who is terminated receives or receives gives notice of termination on or prior to June 30, 2016, during the one-year period following the Closing severance benefits equal to the greater of (i) the severance benefits for which such Transferred Employee was eligible under the applicable severance arrangements of Sellers and their Affiliates as of immediately prior to the Closing determined (without taking into account any reduction after the Closing in compensation paid to such Transferred Employee), and (ii) the severance benefits provided for under the severance arrangements of Purchaser and its Subsidiaries, assuming in each case that such termination qualified the Transferred Employee to such benefit; provided, however, that with respect to any Transferred Employee whose employment is terminated or who receives or gives notice of termination during the six-month period following the Closing under circumstances that would have entitled the Transferred Employee to enhanced severance during 2012 under the severance arrangement of Sellers and their Affiliates applicable to such Transferred Employee, for purposes of clause (i) of this sentence, the level of severance for which such Transferred Employee is eligible as of immediately prior to Closing shall be deemed to be no less than any enhanced severance that would have been payable upon such termination of employment during 2012 under the severance arrangements of Sellers and their Affiliates set forth on Section 6.1(c) of the Seller Disclosure Schedule. For the avoidance of doubt, in addition to any other rights under the applicable severance arrangement, with respect to any Transferred Employee, in the event that during the six-month period following Closing, Purchaser or any of its Affiliates (A) reduces such Transferred Employee’s base compensation by 10% or more or (B) relocates the principal location of employment of such Transferred Employee by more than 50 miles, then, if such Transferred Employee provides notice to Purchaser within 30 days of the occurrence of an event described in clauses (A) and (B) and Purchaser fails to cure such event within 30 days of such notice (the “Cure Period”), such Transferred Employee may terminate employment within 60 days following the Cure Period and will be entitled to severance in accordance with the first sentence of this Section 6.1(c). (cd) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the Closing, (other than any (i) equity compensation, (ii) defined benefit pension plan or (iii) retiree medical plan), including the Business Employee Plans and the Non-U.S. Business Employee Plans (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller Sellers and its their Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; , provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, Purchaser shall use its commercially reasonable efforts to cause (i) each Transferred Employee shall to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) ), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller Sellers or its Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such 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 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.

Treatment of Transferred Employees. (a) Seller shall (shall, or shall cause its applicable Affiliates to) , subject to employee consent where required in any non-U.S. jurisdiction, transfer at or prior to the Closing the employment of each (i) Business Employee who is not already employed by a member of the Alkali Commercial Air Group to a member of the Alkali Commercial Air Group, effective no later than the Closing Date, and (ii) employee who is not a Business Employee and who is otherwise employed by a member of the Alkali Commercial Air Group from such member of the Alkali Commercial Air Group to Seller or any of its Affiliates (other than a member of the Alkali Commercial Air Group), as designated by Seller, prior to the Closing Date. Any Business Employee who is remains an employee of a member of the Alkali Commercial Air Group as of the Closing Closing, including an employee on approved leave of absence, shall be referred to as a “Transferred Employee”.” Notwithstanding any of the foregoing, with respect to any LTD Employee, Purchaser shall make an offer of employment consistent with the requirements set forth in this Article VI, contingent on such LTD Employee’s ability to return to employment within six (6) months following the Closing Date or such longer period as may be required by applicable law and when an LTD Employee has (i) accepted the offer and (ii) returns to active status, such LTD Employee shall be considered a Transferred Employee. (b) Effective as For a period of the Closing, each Business Employee shall cease to participate in and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans twelve (excluding any retiree health and welfare benefits12) until no later than ninety (90) days months following the Closing Date, subject to and in accordance with (the terms of the Transition Service Agreement. From and after the Closing, each member of the Alkali Group shall, and Purchaser shall cause such members of the Alkali Group to, (i) honor all Business Employee Plans in all material respects in accordance with their terms as in effect as of the date hereof and (ii) comply with any additional obligations or standards arising under applicable Laws or agreements governing the terms and conditions of the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016“Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (Ai) base compensation and bonus (including base salary or hourly rate of pay, as applicable) that is no less than that provided to the Transferred Employee immediately before the Closing, (ii) incentive compensation opportunities that, in each case, that are no less favorable than were provided the incentive compensation opportunities (paid in cash or equity-based), in the aggregate, applicable to the Transferred Employee immediately before the Closing (it being understood that which for the avoidance of doubt, may be paid by Purchaser shall honor any increases required by in cash (with a market rate of return if subject to mandatory deferral, vesting beyond the Seller’s calendar first quarter following the year 2015 salary plan previously provided to which the incentive relates (in the case of short-term incentive) or vesting over more than one year) if equity-based compensation is not otherwise awarded to similarly situated employees of Purchaser) ), and (Biii) employee benefits, including, without limitation, healthcare and other welfare benefits (other than nonpost-union retirement welfare benefits and retention benefits), vacation, leaves, holidays, sick time, and personal time off, retirement (other than defined benefit pension (qualified plan benefits), and non-qualified) and non-union retiree welfare) other compensation programs that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shallshall provide, or shall cause the members of the Alkali Group toto be provided, provide to each Transferred Employee who who, during the Continuation Period, is terminated or receives notice of termination termination, including under any circumstances that would entitle such Transferred Employee to severance under the terms of the severance arrangements set forth on or prior to June 30, 2016Section 6.1(b) of the Seller Disclosure Schedule, severance benefits equal to the severance benefits for which under such Transferred Employee was eligible as of immediately prior to the Closing determined without taking into account any reduction after the Closing in compensation paid to such Transferred Employeeseverance arrangements. (c) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the Closing, including the Business Employee Assumed Plans (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; , provided that (other than in the case of severance benefits or for purposes of any Assumed Plan) the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plans or to the extent that its application would result in a duplication of benefitsbenefits or to the extent prior service is not credited to similarly situated employees of Purchaser or its Subsidiaries under such plans. In addition, and without limiting the generality of the foregoing, Purchaser shall (i) cause each New Plan to provide that each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) ), and (ii) use commercially reasonable efforts to cause each New Plan to provide that for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller or its Subsidiaries in which such employee participated immediately prior to the ClosingOld Plan, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such 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 employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New PlanPlan for the same plan year.

Treatment of Transferred Employees. (a) Seller Sellers shall (or shall cause its their applicable Affiliates to) use their reasonable best efforts (subject to employee consent where required in any non-U.S. jurisdiction) to transfer at or prior to the Closing the employment of each (i) Business Employee who is not employed by a member of the Alkali Education Group to a member of the Alkali Education Group, and (ii) employee who is not a Business Employee and who is employed by a member of the Alkali Education Group from such member of the Alkali Education Group to any Seller or any of its Affiliates (other than a member of the Alkali Education Group), as designated by SellerSellers; provided, however, (x) in the case of any Business Employee located in a Deferred Closing Jurisdiction (each, a “Deferred Transfer Employee”) who is not employed by a member of the Education Group, Sellers shall (or shall cause their applicable Affiliates to) use their reasonable best efforts to transfer the employment of such Deferred Transfer Employee to a member of the Education Group or one of its Affiliates (and Purchaser shall cause such entity to employ such Deferred Transfer Employee in accordance with the terms of this Article VI) as of no later than the 66 applicable Deferred Closing Date (subject to employee consent where required in any non-U.S. jurisdiction) and (y) in the case of any Business Employee who is on short-term disability leave, leave under the Family Medical Leave Act or other approved leave of absence as of the Closing (each such Business Employee, a “Leave Employee”), Purchaser shall cause the applicable member of the Education Group or one of its Affiliates to employ such Leave Employee in accordance with the terms of this Article VI) as of the date such Leave Employee returns to active employment (the “Active Employment Date”). Any Business Employee who is an employee of a member of the Alkali Education Group as of the Closing shall be referred to as a “Transferred Employee”. (b) Effective . Each Deferred Transfer Employee shall be considered a Transferred Employee effective as of the Closing, each Business Employee shall cease to participate in and accrue benefits under all Seller Benefit Plans; provided, however, that at Purchaser’s election, made no later than five days prior to Closing, Seller shall allow the Transferred Employees to continue to participate in Seller’s health and welfare benefit plans (excluding any retiree health and welfare benefits) until no later than ninety (90) days following the Closing Date, subject to and in accordance with the terms each Leave Employee shall be considered a Transferred Employee effective as of the Transition Service Agreementapplicable Active Employment Date. With respect to each Leave Employee who becomes a Transferred Employee, any references to the termination of any employment-related obligations of Sellers and their Affiliates and the assumption or commencement of employment-related obligations by Purchaser and its Affiliates as of the Closing or Closing Date (as applicable) will be deemed to apply instead as of the applicable Active Employment Date. From and after the Closing, each member Purchaser assumes any Liabilities arising out of the Alkali Group employment or termination of employment of any Transferred Employee. (b) From and after the Closing, the Transferred Companies or one of their Affiliates shall, and Purchaser shall cause such members the Transferred Companies or one of the Alkali Group their Affiliates to, (i) honor all Business Employee Plans in and all material respects Non-U.S. Business Employee Plans in accordance with their terms as in effect immediately before the Closing, subject to any amendment or termination thereof that is permitted by such Business Employee Plan or Non-U.S. Business Employee Plan, as of the date hereof and (ii) applicable, or to comply with any additional obligations or standards arising under applicable Laws or agreements governing Law. For a period of one year following the terms and conditions of Closing (the Transferred Employees’ employment or severance of employment in connection with the Sale or otherwise. Until June 30, 2016“Benefits Continuation Period”), Purchaser shall provide, or shall cause to be provided, to each Transferred Employee (Ai) base compensation and cash bonus opportunities that, in each case, are no less favorable than were provided to the Transferred Employee immediately before the Closing (it being understood that Purchaser shall honor any increases required by the Seller’s calendar year 2015 salary plan previously provided to Purchaser) and (Bii) employee all other compensation and benefits (other than nonany (A) equity or equity-union based compensation (including the 2012 Cash Performance Awards), (B) defined benefit pension pension, (qualified and nonC) retiree medical or (D) change-qualified) and nonin-union retiree welfarecontrol or sale compensation or enhanced benefit) that are substantially comparable in the aggregate to those that were provided to the Transferred Employee immediately before the Closing. ; provided, that, subject to Section 6.1(c) of this Agreement and applicable Law, nothing herein shall preclude Purchaser, the Transferred Companies or their respective Affiliates from terminating the employment of any Transferred Employee, nor shall limit Purchaser’s, the Transferred Companies’ or their respective Affiliates’ ability to modify compensation or benefits (other than health and welfare benefits during 2013 and severance benefits) because of or in response to performance issues with particular employees, groups of employees or business units or in connection with business optimization plans or initiatives; provided, further, that a Transferred Employee’s wages or salary may be decreased during the Benefits Continuation Period solely due to such Transferred Employee’s individual performance. (c) Notwithstanding any other provision of this Agreement to the contrary, until June 30, 2016, Purchaser shall, or shall cause the members Transferred Companies or one of the Alkali Group their Affiliates to, provide to each Transferred Employee whose employment is terminated, or who is terminated receives or receives gives notice of termination on or prior to June 30, 2016, during the one-year period following the Closing severance benefits equal to the greater of (i) the severance benefits for which such Transferred Employee was eligible under the 67 applicable severance arrangements of Sellers and their Affiliates as of immediately prior to the Closing determined (without taking into account any reduction after the Closing in compensation paid to such Transferred Employee), and (ii) the severance benefits provided for under the severance arrangements of Purchaser and its Subsidiaries, assuming in each case that such termination qualified the Transferred Employee to such benefit; provided, however, that with respect to any Transferred Employee whose employment is terminated or who receives or gives notice of termination during the six-month period following the Closing under circumstances that would have entitled the Transferred Employee to enhanced severance during 2012 under the severance arrangement of Sellers and their Affiliates applicable to such Transferred Employee, for purposes of clause (i) of this sentence, the level of severance for which such Transferred Employee is eligible as of immediately prior to Closing shall be deemed to be no less than any enhanced severance that would have been payable upon such termination of employment during 2012 under the severance arrangements of Sellers and their Affiliates set forth on Section 6.1(c) of the Seller Disclosure Schedule. For the avoidance of doubt, in addition to any other rights under the applicable severance arrangement, with respect to any Transferred Employee, in the event that during the six-month period following Closing, Purchaser or any of its Affiliates (A) reduces such Transferred Employee’s base compensation by 10% or more or (B) relocates the principal location of employment of such Transferred Employee by more than 50 miles, then, if such Transferred Employee provides notice to Purchaser within 30 days of the occurrence of an event described in clauses (A) and (B) and Purchaser fails to cure such event within 30 days of such notice (the “Cure Period”), such Transferred Employee may terminate employment within 60 days following the Cure Period and will be entitled to severance in accordance with the first sentence of this Section 6.1(c). (cd) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries providing benefits to any Transferred Employees after the Closing, (other than any (i) equity compensation, (ii) defined benefit pension plan or (iii) retiree medical plan), including the Business Employee Plans and the Non-U.S. Business Employee Plans (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller Sellers and its their Subsidiaries and their respective predecessors before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Benefit Plan in which such Transferred Employee participated or was eligible to participate immediately prior to the Closing; , provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, Purchaser shall use its commercially reasonable efforts to cause (i) each Transferred Employee shall to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) ), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Seller Sellers or its Subsidiaries in which such employee participated immediately prior to the Closing, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such 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 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.the