Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered No later than forty-five days following the date hereof, Buyer shall make a written offer of employment to Seller each of the persons listed on Schedule 6.12, for the position identified on Schedule 6.12, at cash compensation levels equal to each of their current cash compensation as provided to Buyer from Seller, including current base salary and variable cash compensation provisions (for variable cash compensation based on a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectivelyformula, the "Prospective Employees"current formula shall be used for the first year of such compensation). Seller shall use its reasonable best efforts to encourage such persons to enter into employment with Buyer. Effective as of the Closing Date, Buyer will, subject to such employee satisfying standard pre-employment screening requirements and entering into a customary, mutually agreed form of employment agreement, employ each such employee who has accepted the offer (each such employee, a “Transferred Employee”). Buyer will commit to maintain such cash compensation of the Transferred Employees through at least the first anniversary of the Closing Date, permit such Transferred Employees to continue to work from their current office space for so long as Buyer is occupying such space pursuant to Section 6.13, and shall otherwise treat such Transferred Employees comparably to similarly situated employees of Buyer. (b) Buyer shall use commercially reasonable efforts to assist Purchaser cause the benefit plans of Buyer or its applicable Affiliates in obtaining which employees are eligible to participate to take into account for all purposes thereunder (but not for purposes of defined benefit pension accruals under any defined benefit plan) the employment service of the Prospective Employees. Transferred Employees with Seller or its Affiliates prior to the Closing Date to the same extent as such service was credited for the applicable purpose by Seller or its applicable Affiliate. In addition, Buyer shall use commercially reasonable efforts to, or to cause its applicable Affiliates to use commercially reasonable efforts to, (bi) Effective waive limitations on benefits relating to any pre-existing conditions of the Transferred Employees and their eligible dependents to the extent that such date as mutually agreed between Purchaser and Seller , each Prospective limitations were waived under the applicable employee benefit or welfare plan in which such Transferred Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 participated prior to the Closing Date, accrue bonuses and commissions (ii) recognize for purposes of annual deductible and out-of-pocket limits under their health plans applicable to Transferred Employees, deductible and out-of-pocket expenses paid by Transferred Employees and their respective dependents under Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all ’s or any of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including Affiliates’ health or welfare plans in the calendar year in which the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesoccurs. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list During the 12-month period commencing on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the "Prospective Employee List"Surviving Corporation and its Subsidiaries) containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (to, provide each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment employee of the Prospective EmployeesCompany or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of PurchaserParent Plan. (c) Seller shallP▇▇▇▇▇ agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, from January 1the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), 1998 effective as of the day prior to the Closing Date, accrue bonuses but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and commissions substance of Seller's employees consistent with past practices. (d) Seller which shall be solely responsible for subject to reasonable prior review and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including comment by Parent) not later than the day preceding the Closing Date for which Seller is obligated under any Contract or Employee Benefit and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, or under any personnel or employee manual or policy or under any law or regulationthe assets thereof shall be distributed to the participants, and Seller Parent shall satisfy all other obligations permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such employees accrued through Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation each Continuing Employee shall constitute an Assumed Purchaser Liability be eligible to participate in any way whatsoever. Seller agrees not Parent’s 401(k) plan on the Closing Date (subject to accelerate or change the terms of any employee loan as a result Parent’s 401(k) plan and giving effect to the service crediting provisions of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees4.11(b)). (e) Except Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as may otherwise be provided in the Transitional Agreementapplicable, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and which shall not be deemed to beunreasonably withheld, a successor employer to Seller with respect to any Employee Benefit Planconditioned or delayed; and provided, however, that no plan adopted or maintained by Purchaser after the Closing is or such prior approval shall be deemed to be a "successor plan," as required in the event (i) the other party has previously approved the information contained in such term is defined communication or (ii) the information contained in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or such communication was previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserpublicly disclosed. (f) Neither Purchaser nor Seller intend Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary rights, benefits or remedies of any nature whatsoever in any employee of the Company or under any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (As soon as reasonably practicable following the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" anddate hereof, collectively, the "Prospective Employees"). Seller shall use commercially provide Purchaser reasonable efforts access during normal working hours to assist active employees of Seller performing services with respect to the Business (“Seller Employees”) to enable Purchaser in obtaining the to discuss compensation terms and present offers or employment of the Prospective Employeesor service to such employees. (b) Effective on such date Purchaser may, in its sole discretion, offer employment to Seller Employees commencing as mutually agreed between Purchaser and of the Manufacturing Closing (each Seller , each Prospective Employee who accepts executes and delivers to the Purchaser such an offer of employment, a “Transferred Employee”). With respect to any Seller Employee who receives an offer of employment by from Purchaser prior to the Manufacturing Closing Date, Seller shall assist Purchaser with its efforts to enter into an offer letter with such employee as soon as reasonably practicable after the date hereof and thereafter commences such in any event prior to the Manufacturing Closing Date. Notwithstanding any of the foregoing, Purchaser shall not have any obligation to make an offer of employment to any Seller Employee. Purchaser agrees that Purchaser will not, directly or indirectly, solicit, encourage or attempt to solicit or encourage to cease to work with Seller any Seller Employee for employment with Purchaser commencing prior to the Manufacturing Closing Date without the consent of Seller, which consent shall become an employee of Purchasernot be unreasonably withheld. (c) Seller shall, from January 1, 1998 to From and after the Technology Closing Date or the Manufacturing Closing Date, accrue bonuses as applicable, Purchaser shall recognize each Transferred Employee’s original hire date with Seller and commissions prior service with Seller (as recognized by Seller immediately prior to the Technology Closing Date or the Manufacturing Closing Date, as applicable) as service with Purchaser for purposes of Seller's employees consistent with past practiceseligibility to participate in, and determining vesting and any accrued benefits based on length of service under, Purchaser’s employee benefit plans, policies, arrangements and payroll policies, including vacation benefits. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result make employment files of the change of employer Seller Employees available for so long as such employees are employed inspection by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from , to the consummation of the transactions contemplated extent permitted by this Agreement under Section 4980B(f) of the Code and in accordance with respect to continuation of group medical coverage with respect to its respective employeesapplicable law. (e) Except as may otherwise be provided in Seller shall, at Purchasers request, accelerate the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, vesting of any Employee Benefit Plan. No assets Seller Options held under any Employee Benefit Plan shall be transferred by one or more Transferred Employees at or following the Technology Closing on the terms and subject to Purchaser or to any plan adopted or maintained by Purchaser. Except the conditions as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller reasonably request and in a manner consistent with regard to its current, former or retired employees or contractors, the applicable plan option agreements and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserrelated documents. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "COMPANY EMPLOYEE") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser has (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to Seller a list (the "Prospective Employee List") containing Company at least thirty days prior to the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectivelyClosing Date, the "Prospective Employees"). Seller Company shall use commercially reasonable efforts to assist Purchaser in obtaining terminate or amend the employment Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K PLAN") as of the Prospective Employees. (b) Effective on such a date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 prior to the Closing Date, accrue bonuses and commissions . In connection with any termination of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date401K Plan, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided hereinany promissory notes attributable to loans under the 401K Plan, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed qualified retirement plan maintained by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from , to the consummation of extent such rollovers constitute, in the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesPurchaser's sole discretion, valid eligible rollover distributions. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser This Section 6.04 is not assuming, nor shall it have any responsibility whatsoever for the continuation ofsole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser other person is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed intended to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Sellerthird-party beneficiary hereof, and no present, former or future employee or contractor Company Employee shall have any rights as the result of Purchaser or Seller shall be treated as a third party beneficiary in or under any provision of this AgreementSection 6.04.

Certain Employee Matters. (a) Purchaser has delivered During the 12-month period commencing on the Closing Date, EchoStar shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of EchoStar, DISH or any of their Subsidiaries as of immediately prior to Seller the Effective Time who continues employment with EchoStar or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a list “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the "Prospective annual base salary or wage rate that is provided to such Continuing Employee List"immediately prior to the Effective Time, and (ii) containing employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the names aggregate to those employee benefits provided to similarly situated employees of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment DISH and its Subsidiaries (each a "Prospective Employee" and, collectively, the "Prospective Employees"including severance and long-term incentive opportunities but excluding annual base salary or wage rate). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the DISH Plans in which the Continuing Employees are eligible to participate, EchoStar shall cause DISH or the applicable plan sponsor to credit each Continuing Employee with his or her years of service with EchoStar, DISH, any of their Subsidiaries and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar EchoStar Plan or DISH Plan, as applicable, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, EchoStar shall, or shall cause one of its Affiliates to, cause each DISH Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such DISH Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous EchoStar Plan or DISH Plan, as applicable, during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of PurchaserDISH Plan. (c) Seller shallEchoStar and DISH agree to cause to be taken the actions set forth on Section 4.11(c) of the EchoStar Disclosure Letter. (d) If requested by DISH not less than ten (10) Business Days before the Closing Date, from January 1the EchoStar Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate EchoStar’s 401(k) plan (the “EchoStar 401(k) Plan”), 1998 effective as of the day prior to the Closing Date, accrue bonuses but contingent on the occurrence of the Closing. In the event that DISH requests that the EchoStar 401(k) Plan be terminated, (i) EchoStar shall provide DISH with evidence that such plan has been terminated (the form and commissions substance of Seller's employees consistent with past practices. (d) Seller which shall be solely responsible for subject to reasonable prior review and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including comment by DISH) not later than the day preceding the Closing Date for which Seller is obligated under any Contract or Employee Benefit and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the EchoStar 401(k) Plan, or under any personnel or employee manual or policy or under any law or regulationthe assets thereof shall be distributed to the participants, and Seller the Surviving Corporation shall satisfy all other obligations permit the Continuing Employees who were employed by EchoStar or its Subsidiaries prior to the Closing and are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to the Surviving Corporation’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such employees accrued through Continuing Employees from the EchoStar 401(k) Plan. If the EchoStar 401(k) Plan is terminated prior to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility each Continuing Employee employed by EchoStar or obligation its Subsidiaries prior to the Closing shall constitute an Assumed Purchaser Liability be eligible to participate in any way whatsoever. Seller agrees not DISH’s 401(k) plan on the Closing Date (subject to accelerate or change the terms of any employee loan as a result DISH’s 401(k) plan and giving effect to the service crediting provisions of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees4.11(b)). (e) Except Each of EchoStar and DISH shall provide to the other party copies of any written, broad-based communications with employees of EchoStar or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for DISH’s or EchoStar’s prior approval, as may otherwise be provided in the Transitional Agreementapplicable, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and which shall not be deemed to beunreasonably withheld, a successor employer to Seller with respect to any Employee Benefit Planconditioned or delayed; and provided, however, that no plan adopted or maintained by Purchaser after the Closing is or such prior approval shall be deemed to be a "successor plan," as required in the event (i) the other party has previously approved the information contained in such term is defined communication or (ii) the information contained in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or such communication was previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserpublicly disclosed. (f) Neither Purchaser nor Seller intend Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of EchoStar, DISH or any of their Subsidiaries to employment with EchoStar, DISH or any of their Subsidiaries or shall interfere with or restrict in any way the rights of EchoStar or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of DISH, EchoStar or their respective Affiliates. Nothing herein shall be construed to limit the right of EchoStar, DISH or any of their Subsidiaries to amend or terminate any DISH Plan, any EchoStar Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary rights, benefits or remedies of any nature whatsoever in any employee of EchoStar or under any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) Purchaser has delivered For a period not to Seller a list exceed six (6) months following the "Prospective Employee List"Closing Date, so long as any employee of the Company or any of the Company Subsidiaries who is employed on the Closing Date (“Company Employees”) containing the names of all persons who are actively continues to be so employed by Seller the Company or a Company Subsidiary during such period, the Company and/or the Company Subsidiaries shall provide each such Company Employee with (A) salary or wages, as applicable, bonus opportunity and vacation eligibility similar to that provided to similarly situated employees of Purchaser and its Affiliates and (B) employee benefits under Purchaser’s (or its Affiliate’s) employee benefits and programs similar to similarly situated employees of Purchaser and its Affiliates. The Company shall bear the cost of severance payments (if any) payable in relation to or otherwise attributable to any Claim of a Company Employee (x) that his employment was terminated after the consummation of the transactions herein contemplated and (y) that he is entitled to any severance payment or benefit under any plan or policy of the Company or any Company Subsidiary, and Company shall indemnify, defend and hold harmless Sellers and their Affiliates from any and all such Claims (and any Losses incurred in connection therewith). Without limiting the generality of the foregoing, for a period not to exceed six (6) months following the Closing Date, Purchaser shall cause the Company to (i) maintain and continue in effect the Company's severance plan as in effect immediately prior to the Closing Date, and not amend, suspend or terminate such plan and (ii) provide Company Employees all benefits under such plan for which they are eligible in accordance with the Acquired Business terms and conditions thereof; provided, however, that no Company Employee shall have an automatic right or entitlement to whom participate in any Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees.pension plan (b) Effective on such date as mutually agreed between Purchaser After the Closing, the Company and/or the Company Subsidiaries shall provide each Company Employee with credit for service with the Company and Seller , each Prospective Employee who accepts an offer of employment any Company Subsidiary (and any predecessor entity respectively thereof) which will count toward full credit for all eligibility and vesting purposes under any employee benefit plans or arrangements maintained by Purchaser and thereafter commences such employment or any of its Affiliates (including, without limitation, any welfare plan, incentive plan, vacation program or severance program); provided, however, that no Company Employee shall become have an employee of Purchaserautomatic right or entitlement to participate in any Purchaser pension plan. (c) Seller After the Closing, the Company and/or the Company Subsidiaries shall, from January 1to the extent permitted under the welfare benefits plan rules of Purchaser and its Affiliates, 1998 (A) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans of Purchaser or its Affiliates in which such Company Employees may be eligible to participate on or after the Closing Date to the extent any such conditions, exclusions or waiting periods did not apply to any such Company Employee immediately prior to the Closing Date under a similar plan; and (B) provide each Company Employee with credit for any co-payments and deductibles paid by such Company Employee prior to the Closing Date under a benefit plan during the plan year in which the Closing Date occurs in satisfying any applicable deductible or out of pocket requirements under any welfare benefit plans of Purchaser or its Affiliates that any such Company Employee may be eligible to participate in on or after the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for On and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including after the Closing Date, including without limitation the Company and/or the Company Subsidiaries shall provide continuation coverage (within the meaning of COBRA) to the extent required by Law for all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeeseligible Company Employees. (e) Except as may otherwise be provided in Notwithstanding the Transitional Agreementprovisions of this Section 6.8, Purchaser is not assuming, nor shall it have any responsibility whatsoever for with respect to Company Employees covered by a collective bargaining agreement applicable to the continuation of, Company or any liabilities under or in connection withCompany Subsidiary, any Employee Benefit Plan or any the provisions of such collective bargaining agreement shall govern the employee benefits, compensation, employee relations and other matters regarding the employment contractof such Company Employees to the extent provided therein, and the provisions of this Section 6.8 (other than to the extent required by Law and/or the collective bargaining agreement, severance or retirement arrangement) shall not apply to such Company Employees. Purchaser is not, acknowledges that a number of Company Employees currently are represented by unions and agrees that it shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed cause the Company and any Company Subsidiary which has a collective bargaining agreement with any union representing such Company Employees to be a "successor plan," as continue to recognize such union for the remainder of the term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held such collective bargaining agreement and discharge its obligations under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserthe applicable collective bargaining agreement. (f) Neither Purchaser nor Seller intend this This Agreement to create shall not: (A) confer upon any employee or former employee of the Company or Company Subsidiary or any representative of any such employee or former employee, any rights or interestsremedies, except including any right to employment or continued employment for any period or terms of employment, of any nature whatsoever; (B) be interpreted to prevent or restrict Purchaser or its Affiliates from modifying or terminating the employment or terms of employment of any Company Employee, including the amendment or termination of any employee benefit or compensation plan, program or arrangement, after the Closing Date; or (C) be treated as between an amendment or other modification of any employee benefit plan maintained by the Company, any Company Subsidiary, Purchaser and Selleror any of their respective Affiliates, and no present, former or future employee or contractor shall limit the right of Purchaser or Seller shall be treated as a third party beneficiary in its Affiliates to amend, terminate or under otherwise modify any employee benefit plan maintained by Purchaser or any such Affiliate on or following the Closing Date, to the extent consistent with this AgreementSection 6.8.

Certain Employee Matters. (a) Purchaser has delivered Prior to Seller a list (the "Prospective Employee List") containing Closing, ------------------------ the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" andin comparable positions, collectivelyeffective simultaneously with the Closing, to all of the employees of the Sellers and of CPC of Texas and CRC San Antonio working at the Hospitals as of the Closing Date. All such employees who accept the Purchaser's offer of employment shall be referred to herein as the "Prospective Hired Employees")." Also prior to Closing, Purchaser will notify Sellers and CPC of Texas and CRC San Antonio of any employees to whom Purchaser does not intend to offer employment. Seller shall use commercially reasonable efforts In any event, Purchaser agrees to assist Purchaser in obtaining the make a sufficient number of offers of employment such that Sellers' termination of all employees of the Prospective EmployeesHospitals prior to Closing under this Agreement and the Merger Agreement will not constitute a violation of the WARN Act. Except as otherwise provided for in this Agreement, Purchaser shall be responsible for all costs and liabilities attendant to such termination. (b) Effective on such date as mutually agreed between The Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible give all Hired Employees full credit for and shall pay and fund in full to all of its the accrued vacation, holiday and sick pay of such employees, either by allowing such employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any the accrued sick pay, vacation pay and severance pay accrued through to and including time off reflected in the Closing Date for which employment records of the Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations by making full payments to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as amounts which such employees are employed by Purchaserwould have received had they taken their accrued or accumulated holiday, vacation time. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume pay any Hired Employee for accrued sick time upon the termination, whether voluntary or continue any term or condition involuntary, of employment currently or previously promised or maintained by Seller such Hired Employee. (c) The Purchaser shall offer health insurance benefits to all Hired Employees and their dependents (except those persons not having health insurance benefits with regard the Sellers immediately prior to its currentthe Closing), former or retired employees or contractorseffective simultaneously with the Closing, and shall not be responsible for all employee health claims resulting from occurrences before, on or after the Closing Date without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Closing Date will remain the responsibility of the Sellers until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall the Sellers be liable after Closing to Hired Employees or dependents who are in a hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any debtHired Employee under any insured employee welfare benefit plan of the Sellers shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any employee welfare benefit plan of the Sellers shall be applied toward any such limitation under the applicable insured welfare benefit plan of the Purchaser, paymentand the Purchaser shall cause its employee welfare benefit plans to waive any limitations for pre-existing conditions with respect to conditions affecting any Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the employee welfare benefit plan of the Sellers. The Purchaser shall take into account all service with the Sellers or any affiliate or division of the Sellers for purposes of determining whether an employee has satisfied the service requirements for eligibility, obligation, claim, liability participation and all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of the Purchaser (whether or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasernot insured). (fd) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except Except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary otherwise provided for in or under this Agreement, Hired Employees will be offered employee benefits to the same extent as employees occupying similar positions with similar experience with Purchaser.

Certain Employee Matters. (a) Section 6.9(a) of the Acquisition Agreement is amended and restated as follows: (a) Effective as of the Closing Date, the Purchaser has delivered to Seller a list shall employ each of (and only) the "Prospective Employee List") containing employees of the names Company and its Subsidiaries set forth in Section 6.9 of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment Company Disclosure Schedule (each a "Prospective Purchaser Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser , and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 prior to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall send a notice to the Purchaser Employees in a form approved by the Shareholder informing them that the Purchaser shall be solely responsible for the sole employer of such employees as of the Closing. As of the Closing, the Purchaser shall provide Purchaser Employees, a total compensation package of salary, bonus opportunity and shall pay and fund benefits that, in full the aggregate, are substantially comparable to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations that provided to such employees accrued through Purchaser Employees immediately prior to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided hereinprovided, no such responsibility or obligation shall constitute an Assumed however, that the Shareholder acknowledges that the Purchaser Liability in any way whatsoever. Seller agrees does not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is notpresently have, and shall not be deemed required to becreate, a successor employer stock purchase or stock option or similar plan, and provided, further, that the Purchaser Employees shall remain participants in the Shareholder medical, vision, and dental plans, to Seller with respect the extent currently participating, through June 30, 2002. The benefit plans currently offered to the Purchaser Employees are set forth by the Company in Section 6.9(a) of the Company Disclosure Schedule. Each employee benefit plan, program, policy and arrangement of the Purchaser and its subsidiaries shall recognize, to the extent possible, (i) for purposes of satisfying any Employee Benefit Plan; deductibles, co-pays and no plan adopted or maintained by Purchaser after out-of-pocket maximums during the coverage period that includes the Closing is Date, any payment made by any Purchaser Employee towards deductibles, co-pays and out-of-pocket maximums for such coverage period in any health or shall be deemed other insurance plan of the Shareholder, and (ii) for all purposes, including for purposes of determining eligibility to be a "successor plan," as participate, vesting, schedule of benefits and benefit accrual, all service with the Shareholder and the Company and the Subsidiaries, including service with predecessor employers that was recognized by the Shareholder, the Company and the Subsidiaries; provided that such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser service shall not be obligated recognized to assume or continue any term or condition the extent such recognition would result in a duplication of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserbenefits." (fb) Neither Purchaser nor Seller intend this Agreement A new Section 6.9(f) is hereby added to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this the Acquisition Agreement:

Certain Employee Matters. (a) The Surviving Corporation, in its sole discretion, shall either continue the current employee benefits of the Company and its subsidiaries or shall provide the employees of the Company and its subsidiaries (each, a "Company Employee") with employee benefits that are comparable in the aggregate to those provided to similarly situated employees of Purchaser has (with similar situations to be determined in light of the Company Employee's new post-Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) With respect to the benefits provided pursuant to this Section 6.04, (i) service accrued by Company Employees during employment with the Company and its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to defined benefit pension plans, (ii) any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Company Benefit Plan) and eligibility waiting periods under any group health plan shall be waived with respect to such Company Employees and their eligible dependents, and (iii) Company Employees shall be given credit for amounts paid under a Company Benefit Plan during the applicable period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the employee welfare plans in which any Company Employee becomes entitled to participate. (c) Within 10 Business Days prior to the Closing Date, the Company will use commercially reasonable efforts to provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the contrary, upon written request of Purchaser delivered to Seller a list (the "Prospective Employee List") containing Company at least thirty days prior to the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectivelyClosing Date, the "Prospective Employees"). Seller Company shall use commercially reasonable efforts to assist Purchaser in obtaining terminate or amend the employment Ramsay Youth Services Deferred Compensation and Retirement Plan (the "401K Plan") as of the Prospective Employees. (b) Effective on such a date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 prior to the Closing Date, accrue bonuses and commissions . In connection with any termination of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit 401K Plan, the Company shall, to the extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date401K Plan, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided hereinany promissory notes attributable to loans under the 401K Plan, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed qualified retirement plan maintained by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from , to the consummation of extent such rollovers constitute, in the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesPurchaser's sole discretion, valid eligible rollover distributions. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser This Section 6.04 is not assuming, nor shall it have any responsibility whatsoever for the continuation ofsole and exclusive benefit of the Company, the Purchaser and the Merger Subsidiary. No Company Employee or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser other person is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed intended to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Sellerthird-party beneficiary hereof, and no present, former or future employee or contractor Company Employee shall have any rights as the result of Purchaser or Seller shall be treated as a third party beneficiary in or under any provision of this AgreementSection 6.04.

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being "Prospective Employee List") containing the names of all persons who are actively employed participating employers" and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in connection with this Section 4.6, the Acquired Business Companies shall have no further liability and Seller shall retain all liabilities with respect to whom Purchaser intends claims incurred under any such Seller Plan prior to offer employment (each a "Prospective Employee" andthe Closing Date, collectivelywhether such claims are made prior to, on or after the "Prospective Employees")Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; PROVIDED, HOWEVER, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment provide any continuation coverage required under Section 4980B of the Prospective Code, Part 6 of Title I of ERISA or applicable state Law ("COBRA") to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) Effective on For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and their respective management direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the aggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing, PROVIDED that equity or equity-based compensation provided to such date as mutually agreed between Purchaser Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; PROVIDED, FURTHER, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); PROVIDED, FURTHER, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Closing and Seller , each Prospective Employee who accepts an offer of employment by Purchaser (ii) employee benefits (including severance benefits but excluding retiree health and thereafter commences such employment shall become an employee of Purchaserlife benefits) that are comparable in the aggregate to that provided to them immediately prior to Closing. (c) Seller shall, from January 1, 1998 to Effective as of the Closing Date, accrue bonuses and commissions Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate ("BUYER'S RETIREMENT PLAN"). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code ("SELLER'S RETIREMENT PLAN") shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller's employees consistent with past practicesRetirement Plans and Buyer's Retirement Plans, any notes representing participant loans, from Seller's Retirement Plans into Buyer's Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall be solely responsible continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and shall pay life benefits under any Seller Plan that is a group health and fund in full life plan ("SELLER'S RETIREE PLANS") whose termination of employment occurs on or prior to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including Date. Following the Closing Date, including without limitation all required withholding tax liabilities Buyer or the Acquired Companies shall adopt a group health plan and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability group term life plan in any way whatsoever. Seller agrees not which the Acquired Company Employees and their dependents may participate ("BUYER'S GROUP WELFARE PLANS"). (e) For purposes of determining eligibility to accelerate or change participate and vesting (and for benefit accrual purposes in the terms case of vacation and severance plans) where length of service is relevant under any employee loan benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; PROVIDED, HOWEVER, that such service need not be credited to the extent that it would result in a duplication of benefits. (f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as a result to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the change Closing Date under any welfare plan maintained for Acquired Company Employees immediately prior to the Closing Date, and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date in respect of employer the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for so long as such year that such employees are employed eligible to participate in after the Closing Date. (g) No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by PurchaserParent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer's obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer's offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for satisfying any obligations resulting from severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the consummation Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller or GAC that relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a result of the transactions contemplated by this Agreement under Section 4980B(fAgreement) shall be the responsibility of the Code with respect to continuation of group medical coverage with respect to its respective employees. Seller or such Subsidiary (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have including any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreementaccrued but unused vacation, severance or retirement arrangement. Purchaser is notsimilar benefits that may be payable, and shall not be deemed if any, to be, a successor employer to Seller with Bank Channel Employees in respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition their termination of employment currently with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and any Acquired Company shall not be responsible for have any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertherefor. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller Set forth on Section 1.01(f) of the Sellers Disclosure Schedule is a list of all Business Employees. No later than five (5) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers (1) an updated list of Business Employees reflecting any changes from the date hereof and (2) with respect to any Business Employees who are on short-term or long-term disability leave (including any Business Employee who (x) has notified his or her manager, supervisor, or human resources in writing that he or she will be applying for short-term or long-term disability or (y) has a pending application for short-term or long-term disability) (each such individual, a “Business Employee on Leave”), the estimated monthly Employee Costs for each such Business Employee (the "Prospective “Estimated Employee List"Costs”). No later than forty-five (45) containing Business Days prior to an anticipated Closing Date that has been established in good faith by the names Parties (but in no event shall any Employment Offer be issued earlier than sixty (60) days following the date hereof without the mutual consent of the Parties), Purchasers or one of their subsidiaries shall make an offer of employment (an “Employment Offer”) to all persons Business Employees with such employment to commence as of the Closing Date; provided, and except as required under the terms of any Collective Bargaining Agreement or Applicable Law, that Purchasers’ offer of employment to any Business Employee on Leave shall be effective upon such employee properly presenting himself or herself to South Central Seller or an Acquired Company for active employment and such employee’s subsequent return from approved leave; provided, further, that (except as otherwise provided pursuant to a Collective Bargaining Agreement or Applicable Law) such leave does not extend for a period greater than one hundred eighty (180) days (counting periods both before and after the Closing Date) or such later time as may be required by applicable Law or the terms of any Collective Bargaining Agreement. Sellers and Purchasers shall work reasonably and in good faith to enter into a services agreement (the “Designated Services Agreement”) which would be effective as of the Closing, with respect to any such Business Employee on Leave as of the Closing Date that will, among other terms include the following terms: (i) Purchasers shall pre-fund all Estimated Employee Costs (as such amounts may be increased or decreased by South Central Seller during the Employee Payment Period by providing at least ten (10) days’ prior notice to Purchasers) at least five (5) Business Days prior to the first calendar day of each month (or any applicable portion thereof) with the payment for the first month (or applicable portion thereof) being due on the Closing Date until the earlier of (x) one hundred and eighty (180) days (counting periods both before and after the Closing Date) following the commencement of such Business Employee’s leave (or any later date as required by the applicable Collective Bargaining Agreement), (y) the date on which such Business Employee commences employment with the Purchasers or one of the Acquired Companies, as applicable, and (z) the date such Business Employee has indicated that he/she will not accept an offer of employment from Purchasers (with respect to each such Business Employee, the “Employee Payment Period”). (ii) At the end of each month during the Employee Payment Period, Sellers shall calculate a rolling true-up of any adjustments to Estimated Employee Costs attributable to non-fixed variable compensation (e.g., overtime, bonus payments, reimbursable expenses, etc.). Within fifteen (15) Business Days after the end of the applicable Employee Payment Period, South Central Seller shall notify the Purchasers of the amount of the difference between the Estimated Employee Costs and actual Employee Costs. If the foregoing reconciliation notice shows either an underpayment or an overpayment between the Parties, the Party owing the payment to the other Party shall pay (or, with respect to South Central Seller in regards to any period prior to the conclusion of the Employee Payment Period, credit as an offset against the next payment owed to South Central Seller, in each case, in respect of any prior overpayment to South Central Seller) the amount of the difference to the other Party within ten (10) Business Days after the date of delivery of such notice. Purchasers agree that, effective as of the Closing Date (or with respect to Business Employees on Leave, immediately when such Business Employee returns from such leave and commences employment with the Purchaser or an Acquired Company) and continuing for one-year following the Closing Date (or the termination of the relevant Continuing Employee if sooner), Purchasers or one of their respective subsidiaries shall provide, or shall cause the Acquired Companies to provide, to each Business Employee who accepts an Employment Offer (each, a “Continuing Employee”): (i) an annual base salary or base wage rate, as applicable, that is no less than the annual base salary or base wage rate, as applicable, provided to the Continuing Employee immediately prior to the Closing, (ii) annual cash incentive target bonus opportunities (excluding equity-based compensation) that are, in each case, no less favorable in the aggregate than those provided to the Continuing Employee immediately prior to the Closing, and (iii) other employee benefits (including severance but excluding defined benefit pension, non-qualified deferred compensation, transaction bonus, retention bonus, retiree medical, welfare, or other post-termination health or welfare benefits, and any other special or non-recurring payments) that are actively substantially comparable in the aggregate to those provided to such Continuing Employee under the Company Benefit Plans immediately prior to the Closing. From and after the Closing Date, Purchasers or one of their respective subsidiaries shall, or shall cause the Acquired Companies to, honor the obligations set forth in the retention agreements identified on Section 7.05(a)(iii) of the Sellers Disclosure Schedule in respect of the applicable Continuing Employees, each in accordance with their terms as in effect immediately prior to the Closing Date, in each case, to the extent such obligations are consistent with the obligations contained in the Form of Retention Agreement set forth on Exhibit H attached hereto, and with respect to monetary obligations, to the extent such obligations are included in the calculation of Net Working Capital Amount, Company Transaction Expenses or Indebtedness Amount. Nothing in this Section 7.05 shall be considered or deemed to establish, amend or modify any Benefit Plan or to confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties to this Agreement. Notwithstanding anything to the contrary contained in this Section 7.05, with respect to any Business Employee covered by a Collective Bargaining Agreement (A) who is on short-term or long-term disability leave as of the Closing Date, but who is expected to return to work within one hundred and eighty (180) days (counting periods before and after the Closing Date), Sellers and Purchasers shall, following mutual agreement as between Sellers and the applicable union counterparties under the Collective Bargaining Agreements, work together, reasonably and in good faith following the date of this Agreement until Closing to obtain consent from the applicable labor union, trade union or labor organization for such Business Employee to remain employed by South Central Seller or its applicable W-2 employing Affiliate after Closing until such time as such Business Employee is hired by Purchaser or an Acquired Company in connection accordance with this Section 7.05(a); and (B) who has qualified for long-term disability as of the Closing Date (or any time after the Closing Date if such Business Employee was on short-term or long-term disability leave as of the Closing Date), Sellers and Purchasers shall work together, reasonably and in good faith following the date of this Agreement until Closing to obtain consent from the applicable labor union, trade union or labor organization for such Business Employee to remain employed by South Central Seller or its applicable W-2 employing Affiliate after Closing, but to have Purchasers be responsible for, and pre-fund all Employee Costs (including, without limitation long term disability insurance) at least five (5) Business Days prior to the first calendar day of each month (or any applicable portion thereof) with the Acquired payment for the first month (or applicable portion thereof) being due on the Closing Date (or such date when such employee qualifies for long term disability), in each case subject to a Designated Services Agreement. For the avoidance of doubt, following the Closing, South Central Seller’s obligations to Purchasers in respect of Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, Employees on Leave shall be solely as set forth in the "Prospective Employees")Designated Services Agreement. No Seller shall use commercially reasonable efforts be required to assist take any action to the extent not permissible by the Collective Bargaining Agreements and/or to the extent not consented to by the applicable union counterparties to the Collective Bargaining Agreements. Each Purchaser in obtaining acknowledges that, subject to Sellers’ compliance with the employment express terms of this Section 7.05, no representation, warranty or covenant of any Seller contained herein shall be breached or deemed inaccurate, and no condition hereunder shall be deemed not satisfied, as a result of (x) the failure to consummate any of the Prospective EmployeesDesignated Employment Matters or (y) any lawsuit, Actions or Proceedings, or termination or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Designated Employment Matters, in each case, in and of itself. (b) Effective on Purchasers shall recognize the years of service for each Continuing Employee with the Acquired Companies and their respective predecessors before the Closing Date for all purposes; provided, however, that such date service will not be recognized to the extent (x) that such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Company Benefit Plan immediately prior to the Closing Date. In addition, and without limiting the generality of the foregoing, Purchasers shall use, or shall direct any of its applicable subsidiaries to use, commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in the Benefit Plans of Purchasers to the same extent no waiting period was applicable under the corresponding Company Benefit Plan immediately prior to the Closing Date, (ii) all pre-existing condition exclusions and actively-at-work requirements of such Benefit Plan of Purchasers to be waived for such employee and his or her covered dependents to the same extent waived under the corresponding Company Benefit Plan immediately prior to the Closing Date, and (iii) any eligible expenses incurred by such employee and his or her covered dependents to be taken into account under any Benefit Plans of Purchaser 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 plan year which includes the Closing Date to the same extent as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaserunder the corresponding Company Benefit Plan immediately prior to the Closing Date. (c) Seller shall, from January 1, 1998 Promptly following the date hereof and in any event prior to the Closing Date, accrue bonuses Purchasers shall take, or cause to be taken, any actions required under or with respect to any Collective Bargaining Agreement covering any Continuing Employee (collectively, the “Continuing Union Employees”) to (i) recognize each applicable labor union as the representative for the applicable Continuing Union Employees, and commissions (ii) assume such Collective Bargaining Agreements and abide by the terms and conditions of Seller's employees consistent such Collective Bargaining Agreements while they remain in effect with past practicesrespect to such Continuing Union Employees. (d) Seller Nothing in this Agreement shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except treated as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation amendment of, or any liabilities under or in connection withundertaking to amend, any Employee Benefit Plan or any employment contractother benefit plan, collective bargaining agreementprogram, severance agreement or retirement arrangement. Purchaser is notThe provisions of this Section 7.05 are solely for the benefit of the Parties, and nothing in this Section 7.05, express or implied, shall not be deemed to beconfer upon any current or former director, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted officer, employee or maintained by Purchaser after natural person service provider of the Closing is Acquired Companies or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser legal representative or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) ofbeneficiary thereof, or contract (or termination of contract) with its currentany other Person, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interestsremedies, except as between Purchaser and Sellerincluding any right to employment or continued employment for any specified period, and no presentor compensation or benefits of any nature or kind whatsoever, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this AgreementAgreement or any rights or remedies under any Benefit Plan that such employee, representative, beneficiary or other Person would not otherwise have under the terms of that Benefit Plan.

Certain Employee Matters. Following the Merger, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l cause the Surviving Corporation to (i) honor all obligations under employment and severance Contracts of Career Mosaic, the existence of which have been disclosed to Head▇▇▇▇▇▇.▇▇▇ ▇▇ Schedule 7.15 of the Career Mosaic Disclosure Memorandum and otherwise do not constitute a violation of this Agreement, in accordance with the terms thereof without offset or deduction (other than withholding Taxes required by Law to be withheld) and (ii) not take any action during the period from the Closing Date to the first anniversary of the Closing Date (the "First Anniversary Date") which results in the employees of Career Mosaic immediately prior to the Effective Time set forth on Schedule 9.11 of the Career Mosaic Disclosure Memorandum (the "Closing Date Employees") receiving compensation and benefits that, in the aggregate, are less favorable than the compensation and benefits to which other similarly situated employees of Head▇▇▇▇▇▇.▇▇▇ ▇▇ its subsidiaries are entitled, provided, however, that nothing herein will prohibit Head▇▇▇▇▇▇.▇▇▇ ▇▇▇m (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed taking any action required by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. Law or (b) Effective on such date as mutually agreed between Purchaser substituting, in accordance with applicable Law and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as applicable benefit plan, a result benefit plan applicable to similarly situated Closing Date Employees. To the extent that any benefit plan of the change Head▇▇▇▇▇▇.▇▇▇ ▇▇ any of employer its subsidiaries becomes applicable to any Closing Date Employees, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l grant, or cause to be granted, to such Closing Date Employees credit for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code their service with respect to continuation of group medical coverage with respect to its BHA, Career Mosaic or their respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever Affiliates for the continuation of, or any liabilities purpose of determining eligibility to participate and nonforfeitability of benefits under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, such benefit plan and for purposes of benefit accrual under vacation and severance or retirement arrangementpay plans. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with With respect to any Employee Benefit Plan; welfare benefit plan of Head▇▇▇▇▇▇.▇▇▇ ▇▇ its subsidiaries made available to Closing Date Employees, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l waive or cause its subsidiaries to waive any waiting periods, pre-existing condition exclusions and no plan adopted or maintained by Purchaser after actively-at-work requirements to the Closing is or shall be deemed to be a "successor plan," as extent such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or provisions were inapplicable to any Closing Date Employee immediately before such plan adopted was made available and provide that any expenses incurred on or maintained before the date such plan was made available by Purchaser. Except as specifically set forth hereinany such individual or such individual's covered dependents will be taken into account for purposes of satisfying applicable deductible, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, coinsurance and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) maximum out-of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser-pocket provisions. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Each of Flemings and the Purchaser has delivered agrees to Seller a list use its reasonable best efforts to ensure that, at or promptly following the Closing, any employees of Flemings or its Affiliates located outside the United States who are at the date hereof, or who are at the time of Closing, seconded to the Company or any of its Subsidiaries, or who devote the majority of their time and efforts to the business of the Company and its Subsidiaries (the "Prospective Employee ListTransferred Employees") containing become employed directly by the names Company or such Subsidiary on substantially the same terms and conditions of all persons who are actively employed employment as applied to such Transferred Employee prior to the Closing, or on such terms more favorable to the employee as may be determined by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective EmployeesPurchaser. (b) Effective If, in connection with any such transfer, the Company or any of its Subsidiaries enters into an agreement to assume pension or similar liability in respect of any Transferred Employee, (and accrued under an approved occupational pension scheme in which Flemings or its Affiliates participate), Flemings shall transfer, or cause to be transferred, to the pension scheme designated by the Company or such Subsidiary, assets which are sufficient to meet such pension liability. Such transfer shall take place only in relation to those Transferred Employees who agree to the relevant pension or similar benefits being transferred. Where the pension scheme concerned is a UK defined benefit scheme, Flemings and its Affiliates shall instruct is actuaries to calculate the transfer value using the assumptions adopted in such scheme's last actuarial valuation (subject to a minimum equal to the member's statutory transfer value calculated without reduction on account of any scheme deficit). The Fleming Parties shall be resp▇▇▇▇▇▇▇ for, and shall indemnify and hold the Purchaser, the Company and its Subsidiaries harmless from any liability or costs which the Purchaser, the Company or any of its Subsidiaries may incur by virtue of the Purchaser, the Company and its Subsidiaries and/or any of the Transferred Employees having participated in a pension scheme sponsored by Flemings or its Affiliates or in which any of them participate or have participated. Such indemnity shall include (but not be limited to) any debt arising pursuant to Section 75 of the Pensions Act 1995. Flemings will coope▇▇▇▇ ▇▇▇h the Purchaser to permit the transfer of such date as mutually agreed between Purchaser pension liabilities and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaserassets on a basis consistent with this paragraph. (c) Seller shall, from January 1, 1998 All existing compensation arrangements with respect to the Transferred Employees shall continue from the date of this Agreement through the Closing Date, accrue bonuses and commissions of Seller's employees in a manner consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (On or before the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 fifth day prior to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller Purchaser shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Planoffer, or under any personnel shall cause one or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result more of the change Insurance Subsidiaries to offer, employment to any one or more of employer for so long as the individuals identified on Schedule 3.10(a) (the "Employees"), each such employees are employed by Purchaser. Seller shall offer to be solely responsible for satisfying any obligations resulting from contingent upon the consummation of the transactions contemplated by this Agreement under Section 4980B(f) Agreement. (Each Employee who accepts Purchaser's offer of employment on or prior to the Code with respect Closing Date shall hereinafter be referred to continuation as a "Transferred Employee" and collectively as "Transferred Employees"). Purchaser or the 50 applicable Insurance Subsidiary shall be free to terminate the employment of group medical coverage with respect to its respective employeesany Transferred Employee so employed thereby at any time after the Closing Date. (eb) Except Effective as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after of the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISADate, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, the Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment the sponsorship (or termination of employmentliabilities, as the case may be) of, or contract shall cause one or more of the Insurance Subsidiaries to assume the sponsorship (or termination liabilities, as the case may be) of, (i) the Arm Severance Plan, in the form set forth on Annex A to Schedule 3.10(a), (ii) the Stay-Pay Incentive Arrangement in the form set forth on Annex B to Schedule 3.10(a) (iii) the Nonqualified Deferred Compensation Plan, in the form set forth on Annex C to Schedule 3.10(a), and (iv) accrued and earned, but unused, vacation time (such plans to be referred to herein as the "Assumed Plans"). (c) Without limiting the foregoing, Purchaser shall credit each Transferred Employee with all of contracthis or her service for Seller or either of the Insurance Subsidiaries under Purchaser's employee benefit plans, arrangements and policies for purposes of eligibility and vesting only (and not for purposes of benefit accrual, except for the purposes of benefit accrual under the Assumed Plans), but solely to the extent that such service was credited thereto under similar employee benefit plans, arrangements and policies of Seller or the Insurance Subsidiaries immediately prior to the Closing Date. (d) Purchaser and its respective Subsidiaries will, or will cause the Insurance Subsidiaries to provide each Transferred Employee with its current, former credit for any co-payments and deductibles paid thereby in the year 2000 under Seller's respective plans prior to the Closing Date in satisfying any applicable deductible or retired employees, regardless of whether out-of-pocket requirements under any welfare plans in which such employees are offered employment by Purchasereligible to participate after the Closing Date. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) On the Closing Date, the Purchasers shall or shall cause the Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser has delivered A to Seller a list the Parent (any such employees who so continue or accept such offer of employment being referred to herein as the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Hired Employees"). Seller Such employment shall use commercially reasonable efforts be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to assist Purchaser in obtaining the employment Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Prospective EmployeesParent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any of Parent's Employee Benefit Plans, programs, policies and arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this Section 5.18, on and after the Closing Date, each Hired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise provided in this Section 5.18). (b) Effective With respect to the Alliance Employee Benefit Plans, programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the Closing Date credit for all service with the Entities and Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to provide that on such date the Closing Date all Hired Employees and their spouses and dependents shall be immediately covered by the group health plan maintained by Alliance which shall (i) provide immediate coverage as mutually agreed between Purchaser of the Closing Date without any waiting period, (ii) waive any pre-existing condition exclusions or limitations, and Seller (iii) provide that any amounts paid by Hired Employees through the Closing Date for medical expenses that are treated as deductible, co-insurance and out-of-pocket payments under the Parent's health plan shall reduce the amount of any deductible, co-insurance or out-of-pocket payments required to be paid for a similar period under the Alliance health plan; provided, however, that the Sellers shall provide Alliance with a list of all current and former employees participating in the Parent's health plan along with a listing of each Prospective Employee who accepts an offer of employment by Purchaser employee's deductible and thereafter commences such employment shall become an employee of Purchaserco-insurance payments through the Closing Date. (c) Seller shallEffective as of the Closing, from January 1the Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, 1998 to personal holidays and vacation pay for Hired Employees, provided that the Closing Date, accrue bonuses vacation pay costs as of the Latest Balance Sheet Date have been accrued and commissions of Seller's employees consistent with past practicesreflected on the Latest Balance Sheet. (d) Seller Parent shall take such actions as are necessary to provide that the Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) Plan"). Parent shall also take such actions as are necessary to provide that the Hired Employees will be solely responsible eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for and rollover to the Alliance "401(k)" plan. The Purchasers shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including take such action as is necessary after the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including provide that the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms Alliance "401(k)" plan will allow rollovers of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting distributions from the consummation of the transactions contemplated by this Agreement under Section 4980B(fASHS 401(k) of the Code with respect to continuation of group medical coverage with respect to its respective employeesPlan. (e) Except After the Closing Date, the Purchasers and the Sellers agree to take such actions as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever are necessary to provide for the continuation of, or any liabilities under or in connection with, any transfer of the account balances of the flexible spending accounts of each Hired Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; provide for the reimbursement from the Alliance "Section 125" plan of medical and no plan adopted or maintained childcare expenses incurred by Purchaser after Hired Employees during 1998. (f) After the Closing is or Date, the Purchasers shall be deemed responsible for providing health care continuation coverage pursuant to be a the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("successor plan,COBRA"), to the extent required by COBRA, for all former employees of the Entities and/or their "qualified beneficiaries" (as such term is defined in Section 4021(a) Part 6 of Title I of ERISA) who were receiving health care continuation coverage under COBRA prior to the Closing Date or who are or become eligible to receive such coverage on or after the Closing Date. As of the date hereof, there were 2 former employees of any Employee Benefit Plan. No assets held the Entities and/or their "qualified beneficiaries" who were receiving health care continuation coverage under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, COBRA and 8 former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserwho experienced a "qualifying event" under COBRA. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered 6.1 BOC shall determine, in its sole discretion, prior to Seller a list November 30, 2002 (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective EmployeesOffer Date"). Seller , which employees of FPLEOSI listed on Schedule II it shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer make offers of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. to (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed employeed by PurchaserFPLEOSI on the Offer Date) and shall notify NEA of such names as well as the anticipated terms and conditions of such offers. Seller FPLEOSI shall provide reasonable assistance to BOC in developing and communicating such offers. Subject to Sections 6.2 through 6.5 below, such offers of employment shall provide for (i) an employment commencement date with BOC of January 1, 2003; (ii) salaries equivalent to their current wages and (iii) benefits commensurate with similarly classified BOC employees as outlined in Exhibit B. BOC shall give each employee who accepts its offer credit for such employee's years of service with FPLEOSI for vesting eligibility and benefit levels purposes but not for purposes of benefit accruals under BOC's Pension Plan and Savings Investment Plan or any other tax-qualified plan sponsored by BOC. In addition, such years of service with FPLEOSI shall not be credited by BOC under its retiree medical plan. 6.2 NEA agrees that FPLEOSI will be solely responsible for satisfying reaching any obligations resulting from employment decisions, including the consummation payment of the transactions contemplated any severance thereof, if applicable, regarding (i) those FPLEOSI employees not offered employment by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation ofBOC, or any liabilities under or in connection with(ii) those employees who are offered but do not accept employment with BOC, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and BOC does not and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debtobligations or liabilities arising out of any employment relationship between FPLEOSI and any employee or former employee of FPLEOSI. BOC shall provide NEA and/or FPLEOSI prompt written notice of any offer that is not accepted by a FPLEOSI employee. BOC shall reimburse NEA for any severance payments made to an employee offered employment with BOC not in compliance with Section 6.1 of this Agreement. 6.3 BOC agrees that for any acquired employees whose employment is terminated for reasons other than cause, disability, death or voluntary resignation within the twelve (12) month period following such employee's employment date with BOC, BOC will pay the affected employee's severance payments in a lump sum payment in accordance with Section 6.5 below. 6.4 During the three year period commencing from the Offer Date, if BOC should offer any person listed on Schedule I or II, without FPLEOSI's prior consent, such consent not to be unreasonably withheld or denied , an offer of employment who (i) did not receive an offer of employment by BOC by the Offer Date or (ii) was offered employment with BOC by the Offer Date and refused such offer of employment, and such person accepts BOC's offer of employment, then BOC shall pay to NEA a lump sum payment of fifty percent (50%) of the severance benefits that such person received or would have received from NEA under Section 6.5 of this Agreement upon BOC's hiring of such employee and fifty percent (50%) of the severance benefits that such employee received or would have received from NEA under Section 6.5 of this Agreement on such employee's one year anniversary with BOC. 6.5 Employees listed on Schedule II who do not receive an offer of employment in compliance with Section 6.1 shall receive payment, obligationfollowing the receipt of a signed separation agreement, claim, liability or agreement which relates equal to or arises from Sellerthe greater of (A) three weeks of pay for each year of the employee's employment (or termination of employment) ofservice with FPLEOSI and its affiliates, or contract (or termination B) ten weeks of contract) pay, up to a maximum of 52 weeks. Employees accepting a BOC offer of employment not in compliance with its current, former or retired employees, regardless of whether such employees are offered employment by PurchaserSection 6.1 will not be entitled to receive a severance benefit. 7. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered Seller shall, and (with respect to Seller a list employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate or cause the termination of all employees principally engaged in the Transferred Business (including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability or other unpaid leave) and set forth on Schedule 5.02(a) (the "Prospective Employee List"“Transferred Business Employees”) containing as of the names Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of all persons who are actively employed by Seller such employees which shall be prorated as of the end of the shift that ends on the Closing Date, together with any employee bonuses payable in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employeestransactions contemplated herein. (b) Effective Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer employment to each Transferred Business Employee effective as of the Closing Date, provide to all Transferred Business Employees not less than the same wages and not less than substantially comparable benefits in the aggregate to what they had immediately prior to the Closing Date and ensure that a sufficient number of Transferred Business Employees are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) after the Closing Date in order to avoid causing a mass layoff or plant closing by, or any liability to, the Seller under the WARN Act or similar law in the State of New York or by reason of the transactions contemplated to occur at Closing. Each of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, as applicable (for plan eligibility purposes) in respect of all service performed for Seller or its Affiliates prior to Closing. Buyer agrees that Buyer and TOG, as applicable, will provide to all of the Transferred Business Employees all earned but untaken paid time off, or payment in lieu thereof, credited to the Transferred Business Employees by Seller and ▇▇▇▇▇▇ Canada, as applicable, as of the Closing and disclosed on Schedule 5.02(b). The Transferred Business Employees are not intended to be third party beneficiaries of this Agreement or, in particular, any subsection of this Section 5.02, and as such, no such date as mutually agreed between Purchaser and Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaseror Buyer. (c) Provided that Buyer complies with each of the covenants set forth in this Section 5.02, and except as set forth in this Section 5.02, Buyer will have no liability or obligation in connection with Seller's and ▇▇▇▇▇▇ Canada’s employees or former employees and their beneficiaries (including former employees of the Transferred Business who do not become employees of the Buyer) for (i) contributions to or payments under any Plans of Seller shallor other employee benefit plans, from January 1stock options, 1998 to the Closing Dateprograms, accrue bonuses and commissions arrangements or understandings of Seller's employees consistent with past practices. (d, including any 401(k) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Planplan contributions, or under any personnel (ii) claims, demands, administrative proceedings or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms suits arising out of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection withwith alleged unlawful employment practices of Seller, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or all of which shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by PurchaserExcluded Liabilities. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) On or immediately after the Closing Date, the Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends agrees to offer employment to all of the Selling Companies' senior employees identified on Schedule 3.8 (each a "Prospective Employee" and, collectively, the "Prospective Senior Management Employees"). Seller The Purchaser agrees on behalf (a) the amount due such person pursuant to the "Change in Control" provisions of his employment agreement as set forth on Schedule 3.8(a) ("Change in Control Payment") less applicable withholding and payroll taxes as determined by the Shareholder, which latter amount shall use commercially reasonable efforts be paid to assist the Company for deposit by it with the applicable taxing authorities. All such payments to be made directly to such persons shall be conditioned at the Shareholder's or Purchaser's request upon the delivery of a release by such persons to the Shareholder, the Selling Companies and the Purchaser in obtaining form and substance reasonably satisfactory to them, failing which such Change in Control Payment shall be paid instead to the employment of the Prospective EmployeesShareholder. (b) Effective The Purchaser shall offer continued employment to at least ninety (90%) per cent of all of the employees of the Selling Companies including the Senior Management Employees employed on such date as mutually agreed between the Closing Date. The Purchaser and Seller , each Prospective Employee shall pay to the Shareholder on the Payment Adjustment Date the aggregate amount of severance due employees who accepts an offer of are not offered employment by the Purchaser and thereafter commences such employment shall become an employee of Purchasercalculated in accordance with the Selling Companies' severance policy as set forth in Schedule 3.8(b). (c) Seller shall, from January 1, 1998 If and to the Closing Dateextent permitted by the terms of its employee benefit plans, accrue bonuses the Purchaser shall offer to all of the Selling Companies' employees that are hired by it, credit for their years of service with the Selling Companies for eligibility and commissions of Sellervesting purposes under the Purchaser's employees consistent with past practicesemployee benefit plans. (d) Seller The Shareholder shall be solely responsible for and shall pay and fund in full cause the Selling Companies to give all of appropriate notices to its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result by reason of the change termination of employer for so long as such employees their employment by the Companies which are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement required under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesFederal, state or local law including notices under COBRA. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor The Selling Companies shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after pay at Closing all bonuses due their employees through the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by PurchaserDate. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. Subject to the execution of a general release of claims in form and substance reasonably satisfactory to Parent within 21 days after presentation thereof (aor such longer period as may be required by law), Parent shall offer each Employee (other than an Employee who is party to an Employee Agreement that provides for severance) Purchaser has delivered terminated by Parent on, or within sixty (60) days following, the Closing Date, (i) that does not receive a transaction completion bonus granted by the Company prior to Seller a list Closing (the "Prospective Employee List") containing the names of all those persons who are actively employed by Seller receiving such transaction completion bonuses are set forth on Section 5.08(i) of the Company Disclosure Schedule) in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under two (2) months of severance payments at the rate such Employee is being paid on the date hereof as set forth on Section 4980B(f2.13(a)(i) of the Code Company Disclosure Schedules (payable in accordance with respect to Parent’s customary payroll practices commencing on the next regular payroll date following the effectiveness of the release), (ii) reimbursement for continuation of medical coverage in accordance with the provisions of COBRA at active employee rates under the applicable plan for two (2) months following the termination of the medical coverage in accordance with the terms of the applicable medical plan, subject to the applicable Employee’s timely election of continuation coverage and continued eligibility to receive COBRA coverage, and the terms and conditions of the Parent’s medical plan (the “Health Benefits”); provided, that such Health Benefits shall immediately cease as of the date the applicable Employee becomes eligible for coverage under the group medical coverage with respect plan of a new employer and (iii) a cash payout equal to its respective employees. (e) Except such Employee’s accrued but unpaid vacation time at such Employee’s salary rate on the date hereof as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in set forth on Section 4021(a2.13(a)(i) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment the Company Disclosure Schedules (or payable in a lump sum on the next regular payroll date following the termination of employment, unless sooner required by law and, for the avoidance of doubt, the receipt of the amounts under this clause (iii) of, are not subject to execution of the release). Parent may modify its obligation to provide the Health Benefits if required by applicable law and/or to avoid any penalty or contract excise taxes imposed on it (or termination the Employee) in connection with the continued payment of contract) with premiums by the Company under the Code or the Patient Protection and Affordable Care Act of 2010, as amended, each as determined by Parent in its current, former or retired employees, regardless of whether good faith reasonable discretion; provided that Parent will use reasonable commercial efforts to cause such employees are offered employment by Purchasermodifications not to result in an increase in cost to the affected employee to acquire equivalent Health Benefits. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered shall offer employment to the active employees of Seller a list listed on Schedule 3.17 hereto, other than those employees who are on disability or other leave of absence as of the Closing (the "Prospective Employee ListEmployees") containing ), and Seller will use reasonable efforts to cause the names Employees to make their employment services available to Purchaser. Employment will be offered to the Employees at the same base salary or hourly wage rate at which Seller employed such Employees as of the Closing. Purchaser agrees to honor accrued vacation time accumulated and vested by the Employees and to determine eligibility for benefits of the Employees and their dependents under Purchaser's health insurance without reference to "pre-existing condition" exceptions. Seller shall cooperate with Purchaser to ensure that Purchaser is provided after the Closing Date with all persons who are actively employed by relevant information necessary for reporting employee withholding taxes and handling other employee matters. Purchaser and Seller intend that, notwithstanding anything in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectivelythis Section 7.03, the Employees shall not be third party beneficiaries of this Agreement. Purchaser shall establish, within 30 days after the Closing Date, a 401(k) plan which is intended to qualify under Section 401 of the Code and shall take all actions required to so qualify such plan (including preservation of Section 411(d)(6) of the Code protected benefits). Seller shall cause all contributions and other allocations with respect to the period prior to the Closing Date to be paid to the individual accounts of the Employees under its 401(k) plan prior to the last day of the month following the Closing Date (the "Prospective EmployeesValuation Date"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining cause the employment value of the Prospective Employees. individual accounts (bvested and unvested) Effective on such date of Employees under its 401(k) plan as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long Valuation Date to be transferred, in cash, outstanding plan loans to Employees or other property acceptable to Purchaser, to Purchaser's 401(k) plan within ten business days thereafter, as such employees are employed by Purchaser. Seller shall value may be solely responsible equitably adjusted for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code earnings, losses and distributions with respect to continuation such accounts from the Valuation Date to the actual date of group medical coverage with respect to its respective employees. (etransfer. Purchaser shall preserve all rights, benefits and features contained in Seller's 401(k) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, plan. If any Employee Benefit Plan or any terminates employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former thereby forfeits any portion of his or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreementher individual

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (and the "Prospective Employee List") containing Acquired Companies shall take such action as is necessary such that the names Acquired Companies shall, as of all persons who are actively employed the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in connection with this Section 4.6, the Acquired Business Companies shall have no further liability and Seller shall retain all liabilities with respect to whom Purchaser intends claims incurred under any such Seller Plan prior to offer employment (each a "Prospective Employee" andthe Closing Date, collectivelywhether such claims are made prior to, on or after the "Prospective Employees")Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment provide any continuation coverage required under Section 4980B of the Prospective Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) Effective on For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and their respective management direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the aggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such date as mutually agreed between Purchaser Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Closing and Seller , each Prospective Employee who accepts an offer of employment by Purchaser (ii) employee benefits (including severance benefits but excluding retiree health and thereafter commences such employment shall become an employee of Purchaserlife benefits) that are comparable in the aggregate to that provided to them immediately prior to Closing. (c) Seller shall, from January 1, 1998 to Effective as of the Closing Date, accrue bonuses Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate (“Buyer’s Retirement Plan”). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code (“Seller’s Retirement Plan”) shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller’s Retirement Plans and commissions Buyer’s Retirement Plans, any notes representing participant loans, from Seller’s Retirement Plans into Buyer’s Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of Seller's employees consistent with past practicesthe Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall be solely responsible continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and shall pay life benefits under any Seller Plan that is a group health and fund in full life plan (“Seller’s Retiree Plans”) whose termination of employment occurs on or prior to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including Date. Following the Closing Date, including without limitation all required withholding tax liabilities Buyer or the Acquired Companies shall adopt a group health plan and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability group term life plan in any way whatsoever. Seller agrees not which the Acquired Company Employees and their dependents may participate (“Buyer’s Group Welfare Plans”). (e) For purposes of determining eligibility to accelerate or change participate and vesting (and for benefit accrual purposes in the terms case of vacation and severance plans) where length of service is relevant under any employee loan benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; provided, however, that such service need not be credited to the extent that it would result in a duplication of benefits. (f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as a result to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the change Closing Date under any welfare plan maintained for Acquired Company Employees immediately prior to the Closing Date, and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date in respect of employer the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for so long as such year that such employees are employed eligible to participate in after the Closing Date. (g) No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by PurchaserParent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer’s obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer’s offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for satisfying any obligations resulting from severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the consummation Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller or GAC that relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a result of the transactions contemplated by this Agreement under Section 4980B(fAgreement) shall be the responsibility of the Code with respect to continuation of group medical coverage with respect to its respective employees. Seller or such Subsidiary (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have including any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreementaccrued but unused vacation, severance or retirement arrangement. Purchaser is notsimilar benefits that may be payable, and shall not be deemed if any, to be, a successor employer to Seller with Bank Channel Employees in respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition their termination of employment currently with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and any Acquired Company shall not be responsible for have any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertherefor. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (and the "Prospective Employee List") containing Acquired Companies shall take such action as is necessary such that the names Acquired Companies shall, as of all persons who are actively employed the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in connection with this Section 4.6, the Acquired Business Companies shall have no further liability and Seller shall retain all liabilities with respect to whom Purchaser intends claims incurred under any such Seller Plan prior to offer employment (each a "Prospective Employee" andthe Closing Date, collectivelywhether such claims are made prior to, on or after the "Prospective Employees")Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment provide any continuation coverage required under Section 4980B of the Prospective Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) Effective on For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than R▇▇▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇▇ and their respective management direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the aggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such date as mutually agreed between Purchaser Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Closing and Seller , each Prospective Employee who accepts an offer of employment by Purchaser (ii) employee benefits (including severance benefits but excluding retiree health and thereafter commences such employment shall become an employee of Purchaserlife benefits) that are comparable in the aggregate to that provided to them immediately prior to Closing. (c) Seller shall, from January 1, 1998 to Effective as of the Closing Date, accrue bonuses Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate (“Buyer’s Retirement Plan”). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code (“Seller’s Retirement Plan”) shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller’s Retirement Plans and commissions Buyer’s Retirement Plans, any notes representing participant loans, from Seller’s Retirement Plans into Buyer’s Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of Seller's employees consistent with past practicesthe Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall be solely responsible continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and shall pay life benefits under any Seller Plan that is a group health and fund in full life plan (“Seller’s Retiree Plans”) whose termination of employment occurs on or prior to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including Date. Following the Closing Date, including without limitation all required withholding tax liabilities Buyer or the Acquired Companies shall adopt a group health plan and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability group term life plan in any way whatsoever. Seller agrees not which the Acquired Company Employees and their dependents may participate (“Buyer’s Group Welfare Plans”). (e) For purposes of determining eligibility to accelerate or change participate and vesting (and for benefit accrual purposes in the terms case of vacation and severance plans) where length of service is relevant under any employee loan benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; provided, however, that such service need not be credited to the extent that it would result in a duplication of benefits. (f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as a result to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the change Closing Date under any welfare plan maintained for Acquired Company Employees immediately prior to the Closing Date, and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date in respect of employer the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for so long as such year that such employees are employed eligible to participate in after the Closing Date. (g) No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by PurchaserParent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer’s obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer’s offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for satisfying any obligations resulting from severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the consummation Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller or GAC that relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a result of the transactions contemplated by this Agreement under Section 4980B(fAgreement) shall be the responsibility of the Code with respect to continuation of group medical coverage with respect to its respective employees. Seller or such Subsidiary (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have including any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreementaccrued but unused vacation, severance or retirement arrangement. Purchaser is notsimilar benefits that may be payable, and shall not be deemed if any, to be, a successor employer to Seller with Bank Channel Employees in respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition their termination of employment currently with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and any Acquired Company shall not be responsible for have any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertherefor. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered On the Closing Date the Buyer intends to Seller a list (offer employment to the "Prospective Employee List") containing employees of the names of all persons Sellers who are actively employed by Seller the Sellers in connection with the Acquired Business on the Closing Date, and the employees identified on Schedule 6.4 (any such employees who accept such offer of employment being referred to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, herein as the "Prospective Hired Employees"). Seller ; provided, however, that the Buyer shall use commercially reasonable efforts offer the Hired Employees employee benefit plans that are similar to assist Purchaser in obtaining the employment those offered by other companies that are of the Prospective same size as the Buyer after the Closing Date; except for Hired Employees, the Buyer shall have no liability to any employees of the Sellers who, on the Closing Date, are not actively employed or are on disability, leave of absence, military service leave or lay-off (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who have retired prior to the Closing Date. Nothing contained in this Agreement shall confer upon any Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any right to employment or continued employment or to any benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of the Buyer, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of the Buyer to amend, modify or terminate any such plan, policy or arrangement or the terms or conditions of employment. The Sellers shall retain all liabilities and obligations arising from the termination or severance of all employees of the Business who do not become Hired Employees on the Closing Date. The Buyer shall bear the cost of any liability to Hired Employees under the Worker Adjustment and Retraining Notification Act which arises as a consequence of actions of the Buyer after the Closing. (b) Effective on The Sellers shall cause all Current Employees to be fully vested as of the Closing Date under each defined benefit pension plan (except for the Huron/St. Clair Company Plant II Hourly Employees Pension Plan), profit sharing plan, benefit restoration programs, savings plan and other employee pension benefit plan and retirement arrangements of the Sellers covering such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaseremployees. (c) Seller shallBuyer shall adopt and assume the assets, from January 1liabilities and obligations to maintain the Huron/St. Clair Company Plant II Hourly Employees Pension Plan, 1998 to effective as of the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller The Buyer shall be solely responsible for and shall pay and fund in full to all of its provide that (i) any amount paid by Sellers' employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated medical expenses that are treated as deductible or co-insurance payments under the Sellers' health plan shall reduce the amount of any Contract deductible or Employee Benefit Planco-insurance payment required to be paid for a similar period under the Buyer's health plan; provided, or under any personnel or employee manual or policy or under any law or regulationhowever, that the Sellers provide a list of all current and Seller shall satisfy all other obligations to such former employees accrued participating in the Sellers' health plan along with a listing of each employee's deductible and co-insurance payments through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation (ii) Sellers' employees shall constitute an Assumed Purchaser Liability receive credit towards satisfying the eligibility requirements for participation in any way whatsoever. Seller agrees not the Buyer's health plan to accelerate or change the terms of any employee loan as a result of the change of employer for so long as extent such employees are employed by Purchasersatisfied eligibility requirements under the Sellers' health plan. Seller shall be solely responsible for satisfying any obligations resulting The transfer of assets from the consummation of trust maintained by the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever Sellers for the continuation of, Huron/St. Clair Company Plant II Hourly Employees Pension Plan will take place on or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or Date, but as soon as administratively possible, and the amount of such transfer shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) reduced by the amount of ERISArequired benefit payments due on or about October 1, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser1995. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered Within three days prior to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" andClosing Date, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts provide to assist Purchaser in obtaining the employment Buyer an updated Schedule 2.11(b) setting forth, as of the Prospective Employeesmost recent date practicable, each Company Group Employee. (b) Effective During the period commencing at the Closing and ending on such the date as mutually agreed between Purchaser which is twelve (12) months from the Closing (or if earlier, the date of the employee’s Table of Contents termination of employment with the Company), Buyer shall and Seller , shall cause the Company Group to provide each Prospective Company Group Employee who accepts an offer of employment remains employed with the Company Group or the Buyer immediately after the Closing Date (“Company Group Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided to such Company Group Continuing Employee by Purchaser the Company Group or Affiliates thereof immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided to such Company Group Continuing Employee by the Company Group or Affiliates thereof immediately prior to the Closing; (iii) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Group Continuing Employee immediately prior to the Closing, as provided by the Company Group or Affiliates thereof; and thereafter commences (iv) employee benefit plans which are substantially similar in the aggregate to the Benefit Plans in effect for such employment Company Group Continuing Employee immediately prior to the Closing, provided, that Buyer shall become an employee of Purchasernot be required to provide retiree health coverage to any Company Group Continuing Employee. (c) Seller With respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively “Buyer Benefit Plan”) in which any Company Group Continuing Employees will participate effective as of the Closing, Buyer shall, from January 1or shall cause the Company Group, 1998 to recognize all service of the Company Group Continuing Employees with the Company Group, as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Group Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits, or (ii) such service was not recognized under a corresponding Benefit Plan. (d) As of the Closing Date, the Seller shall cause to be vested all unvested account balances held by any Company Group Continuing Employee under any tax-qualified defined contribution savings plan maintained by Seller or any Affiliate. Prior to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for take all action necessary to terminate and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including liquidate the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms portion of any employee loan as a result “non-qualified deferred compensation plan” (within the meaning of Section 409A of the change of employer for so long as such employees are employed Code) that relates to any Company Group Continuing Employee, in the manner required by PurchaserTreas. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesReg. § 1.409A-3(j)(4)(ix)(B). (e) Except as may otherwise be provided in Notwithstanding anything herein to the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever contrary and for the continuation ofavoidance of doubt, or on and after the Closing, Seller shall remain responsible for all Liabilities related to any liabilities under or in connection with, any Employee Benefit Plan (including, for the avoidance of doubt, the retention letters listed on Schedule 2.12(a), but not any Benefit Plan sponsored or maintained by the Company Group); provided, however, that after any employment contractapplicable transition period following the Closing Date, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and Buyer shall not be deemed to be, a successor employer to Seller responsible for COBRA continuation benefits with respect to any Employee Benefit Plan; Company Group Continuing Employees on and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as end of such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertransition period. (f) Neither Purchaser nor Seller intend This Section 4.6 shall be binding upon and inure solely to the benefit of each of the Parties hereto, and nothing in this Agreement to create Section 4.6, express or implied, shall confer upon any other Person any rights or interestsremedies of any nature. This Section 4.6 shall not be construed to establish, except as between Purchaser and Selleramend or modify any benefit plan, and no presentprogram, former agreement or future employee arrangement or contractor create any right in any Company Group Employee or any other Person to continued employment of Purchaser any nature or Seller shall be treated as a third party beneficiary in or under this Agreementduration.

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to Buyer or its designated Affiliate shall offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment all of the Prospective Closing Date Business Employees. (b, subject to Buyer’s standard preemployment screening criteria, as of the Effective Time. Subject to the reasonable application of Buyer’s and Buyer’s Affiliates’ respective employment practices and compensation and benefits policies and procedures, Buyer or its designated Affiliate will offer employment to such Closing Date Business Employees at each such Closing Date Business Employee’s current wage, salary, job title, responsibilities, reporting structure and other conditions of employment. For purposes of this Agreement, “Closing Date Business Employees” means each of the Business Employees as of the Closing Date, whether or not on a leave of absence. No later than 10 days prior to the Closing, Sellers shall deliver to Buyer a schedule specifically referencing this Section 5.13(a) Effective on and identifying each of the Closing Date Business Employees, including each such date as mutually agreed between Purchaser Closing Date Business Employee’s title, job position, location of employment and Seller , each Prospective Employee salary. Any of the Closing Date Business Employees who accepts accept an offer of employment by Purchaser with Buyer as of or promptly after the Effective Time shall be referred to in this Agreement as the “Hired Employees.” Any of the Closing Date Business Employees who do not accept an offer of employment with Buyer as of or promptly after the Effective Time shall be referred to in this Agreement as the “Rejecting Employees.” Any of the Closing Date Business Employees to whom Buyer either (i) does not offer employment as of the Effective Time or (ii) does not offer employment as of the Effective Time on terms and thereafter commences such employment conditions consistent with this Section 5.13(a) shall become an employee be referred to in this Agreement as the “Non-Offered Employees.” Buyer covenants and agrees that Buyer shall continue to employ the Hired Employees in accordance with the terms of Purchaser. (c) Seller shall, from January 1, 1998 to Section 5.13 for a period of no less than 24 months following the Closing Date, accrue bonuses unless (x) Buyer sooner terminates the employment of any Hired Employee for cause, including felony indictment, exclusion from participating in a federal health care program, loss of medical staff privileges or material failure to comply with Buyer’s regular employment policies and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full procedures applicable to all of its employees and contractors all compensationBuyer’s workforce, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Planas a whole, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f(y) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have event any responsibility whatsoever for the continuation of, Hired Employee voluntarily resigns or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserretires. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered Effective as of the Effective Date and for a period of one (1) year thereafter, the Surviving Corporation and its Subsidiaries shall provide benefit plans to Seller the Continuing Employees that are no less favorable in the aggregate with respect to the Continuing Employees in the aggregate than the benefit plans provided to them on the Agreement Date and which are listed on Schedule 2.13(a) to the Company Disclosure Schedule; provided that (i) for this purpose, benefit plans do not include any equity plans or grants made after the Effective Date, and (ii) any substitution of a list (benefit plan maintained for other, substantially comparable employees of the "Prospective Employee List") containing Acquiror or its affiliates in the names same country in lieu of a plan providing the same or similar type of benefits maintained for the Continuing Employees as of the Agreement Date shall be deemed not to be a breach of this provision. With respect to all persons who are actively employed by Seller in connection benefits provided to Company Continuing Employees following the Effective Date, Surviving Corporation and its Subsidiaries shall provide credit to such employees for prior service with the Acquired Business Company and its Subsidiaries for purposes of eligibility to whom Purchaser intends participate and vesting of benefits. To the extent any Company Employee Plan shall be substituted, replaced or terminated by Acquiror or the Surviving Corporation following the Effective Time, then Acquiror shall use its reasonable commercial efforts to offer employment (each a "Prospective Employee" and, collectivelycause Acquiror, the "Prospective Employees"). Seller shall use commercially reasonable efforts Surviving Corporation and its Subsidiaries to assist Purchaser (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan in obtaining which such employees are eligible to participate after the employment Effective Time, to the extent that such conditions, exclusions and waiting periods would not apply under a similar Company Employee Plan in which such employees participated prior to the Effective Time, and (ii) provide each Continuing Employee with credit for amounts paid under a corresponding Company Employee Plan during the same plan year for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Prospective Employees.comparable employee benefit plan in which such Continuing Employees participate but solely with respect to the plan year in which the Closing Date occurs (b) Effective on Within three (3) business days from the Closing Date, Acquiror shall provide each Retention and Incentive Plan Participant with a letter (the "RETENTION AND INCENTIVE PLAN LETTER") notifying such date as mutually Retention and Incentive Plan Participant of his or her interest in the Retention and Incentive Plan and the amounts payable under such Retention and Incentive Plan (which amounts shall equal the amounts previously agreed between Purchaser by the Company and Seller , Acquiror). Each Retention and Incentive Plan Letter for each Prospective Employee who accepts an offer of employment Retention and Incentive Plan Participant shall be in the amount agreed by Purchaser Acquiror and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 the Company prior to the Closing Date, accrue bonuses and commissions . For the purpose of Seller's employees consistent with past practices. (d) Seller this section "business day" shall be solely responsible mean a day on which commercial banks are open for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided business in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for applicable jurisdiction where the continuation of, or any liabilities under or in connection with, any Employee Benefit relevant Retention and Incentive Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees Participants are offered employment by Purchaseremployed. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered Parent shall provide each Company Employee as of the Effective Time with health and welfare, retirement and similar Employee Plans (expressly excluding awards of equity and any other equity-based plans) that are substantially similar, in the aggregate, to Seller the health and welfare, retirement and similar Employee Plans provided to the Company Employees immediately preceding the Effective Time. From the Effective Time, Parent shall provide, or shall cause to be provided, to each Company Employee who is covered by a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller collective bargaining agreement, compensation and benefits in connection accordance with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment terms and conditions of the Prospective Employeessuch collective bargaining agreement. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the health and welfare, retirement and similar Employee Plans (expressly excluding awards of equity and any other equity-based plans) to be provided for Company Employees after the Effective on such date as mutually agreed between Purchaser and Seller Time, each Prospective Company Employee who accepts an offer shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of employment by Purchaser service with the Company and thereafter commences its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such employment Company Employee was entitled, before the Effective Time, to credit for such service under any similar health and welfare, retirement and similar Employee Plan of the Company or its Subsidiaries in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided, that the foregoing shall become an employee not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of Purchaserbenefits. (c) Seller shallFor the avoidance of doubt, from January 1, 1998 to the Closing Date, accrue bonuses Parent may offer participation in equity-based plans at Parent’s sole discretion and commissions of Seller's employees consistent with past practicesat such time and under such terms and conditions as determined by Parent. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered With respect to Seller a list (each employee of the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection Company whose employment is continued with the Acquired Business Company following the Closing Date (each, a “Covered Employee”), Buyer shall, on and after the Closing Date, provide, or cause one of its Subsidiaries to whom Purchaser intends provide, to offer employment each Covered Employee under each employee benefit plan maintained or contributed to by Buyer or any Subsidiary of Buyer for its similarly situated employees, credit for purposes of eligibility to participate, vesting and benefit accrual for full and partial years of service with Seller and its Affiliates performed prior to the Closing Date; provided, that no such prior service shall be taken into account to the extent it would result in the duplication of benefits. Buyer shall (each a "Prospective Employee" andi) subject to obtaining any required consent of any insurer, collectivelywaive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Covered Employees and their eligible dependents under any health, medical, disability and life insurance plans offered by Buyer or its Subsidiaries, other than limitations or waiting periods that are already in effect with respect to such Covered Employees and that have not been satisfied as of the "Prospective Employees"). Seller shall Closing Date; and (ii) use commercially reasonable efforts to assist Purchaser in obtaining provide or cause to be provided to each Covered Employee credit for any co-payments and deductibles paid by such Covered Employee and his or her respective dependents prior to the employment Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser analogous benefit plan of Buyer or its Subsidiaries. From and Seller after the Closing Date, each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller Buyer shall, from January 1or shall cause the Company, 1998 to honor any accrued vacation or paid time off to which a Covered Employee is entitled as of immediately prior to the Closing Date, accrue bonuses and commissions provided that such accrued vacation or paid time off is accrued in the calculation of Seller's employees consistent with past practices. (d) Seller Net Working Capital. Nothing in this section, express or implied, is intended to be, shall constitute or shall be solely responsible for and shall pay and fund in full construed as an amendment to all or modification of its employees and contractors all compensationany employee benefit plan or arrangement of Buyer, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit PlanSeller, or under any personnel of their Affiliates or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability limit in any way whatsoever. Seller agrees not to accelerate or change the terms right of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional AgreementBuyer, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation ofSeller, or any liabilities under of their respective Affiliates to amend, modify or terminate any of their respective employee benefit plans or arrangements. Further, nothing in connection withthis section, any Employee Benefit Plan express or any employment contractimplied, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary rights in favor of any employee, or under this Agreementcreate any third party beneficiary or other rights to continued employment with Buyer, Seller, or any of their respective Affiliates and nothing herein shall limit the right of Buyer, Seller or any of their Affiliates to terminate the employment of any Covered Employee, at any time for any or no reason in a manner consistent with applicable contractual obligations, if any.

Certain Employee Matters. (a) Purchaser has delivered For the period following the Closing through the one-year anniversary of the Closing Date, each Company Employee shall be entitled to Seller a list receive while in the employ of the Company or any of its Affiliates, and the Company or its applicable Affiliate shall cause each Company Employee while so employed to receive (i) salary, wages, incentive compensation, bonus opportunities, and other material terms and conditions of employment that are, in the "Prospective aggregate, substantially similar to those provided to such Company Employee List"immediately prior to the Closing Date and (ii) containing employee benefits that are substantially similar in the names of all persons who are actively employed by Seller aggregate to those provided to such Company Employee under the applicable Employee Benefit Plans in connection effect immediately prior to the Closing Date. Buyer will have full responsibility to comply with the Acquired Business Worker Adjustment and Retraining Notification Act of 1988, as amended, and any other similar Laws of any jurisdiction relating to whom Purchaser intends any worker protection, plant closing or mass layoff for periods after the Closing. (b) In accordance with Treasury Regulation Section 54.4980B-9 Q&A-7, as of the Closing Date, Buyer will assume all Liability for providing and administering all required notices and benefits under COBRA to offer employment all Company Employees and their dependents for qualifying events that occur on and after the Closing Date. No Seller will have any COBRA Liability or obligations to such Company Employees or their dependents after the Closing Date. For avoidance of doubt, the Buyer will not have any COBRA Liability or obligations to provide or administer COBRA to any Company Employee and their dependents for qualifying events that occur before the Closing Date. (c) For all purposes other than benefit accrual under a defined benefit pension arrangement under the Employee Benefit Plans or any employee benefit plans established by the Company or Buyer after Closing (each a "Prospective “New Employee Benefit Plan”), as of the Closing Date, each Company Employee shall be credited with his or her years of service with the Company (or any predecessor entities thereof) to the same extent as such Company Employee was entitled to credit for such service prior to the Closing under any similar (or under the same) Employee Benefit Plan. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting period, in any and all New Employee Benefit Plans to the extent coverage under such New Employee Benefit Plan replaces coverage under a comparable Employee Benefit Plan in which such Company Employee previously participated (such plans, collectively referred to as the “Old Employee Benefit Plans”); and (ii) for purposes of each New Employee Benefit Plan providing welfare benefits to any Company Employee" and, collectively, the "Prospective Employees"). Seller Buyer shall use commercially reasonable efforts to assist Purchaser in obtaining (X) cause all preexisting condition exclusions and actively-at-work requirements of such New Employee Benefit Plan to be waived for such Company Employee and his or her covered dependents and (Y) cause any eligible expenses incurred by such Company Employee or his or her covered dependents during the employment portion of the Prospective Employees. (b) Effective plan year of the Old Employee Benefit Plan ending on the date that such date as mutually agreed between Purchaser Company Employee’s participation in the corresponding New Employee Benefit Plan begins to be taken into account under the New Employee Benefit Plan for purposes of satisfying all deductible, coinsurance and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences maximum out-of-pocket requirements applicable to such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practicesCompany Employee. (d) Seller shall be solely responsible for and shall pay and fund in full to all As of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability the Company Employees will be fully vested in their account balances in any way whatsoeverEmployee Pension Benefit Plan sponsored by any Seller (each a “Seller Pension Plan”) and will cease to participate in such plans. Any Seller agrees not contributions under Seller Pension Plans shall be made without regard to accelerate or change end-of-year employment requirements and shall be made prior to the Closing Date. As soon as practicable following the Closing Date, each Company Employee with an account balance in any Seller Pension Plan which is a defined contributions plan (to the extent permitted by the terms of such plan and applicable Law) will be permitted to roll over his or her account balance (including any employee outstanding loan as amount, provided such Company Employee is not in default thereof at the time of such rollover) to a result U.S. defined contribution plan maintained by the Company or Buyer or an Affiliate of the change of employer for so long as such employees are employed by Purchaser. Seller Buyer, (“Buyer Defined Contribution Plan”) which plan shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement tax-qualified under Section 4980B(f401(a) of the Code with respect and eligible to continuation accept such rollovers. Buyer shall or shall cause Affiliate of group medical coverage with respect Buyer to its respective employeestake any actions necessary, including plan amendment, to ensure that Buyer Defined Contribution Plan may accept rollovers of loan balances. (e) Except as may otherwise be provided in For the Transitional Agreementperiod following the Closing through the one-year anniversary of the Closing Date, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation ofBuyer will, or any liabilities will cause one of its Subsidiaries to, provide each Company Employee with severance payments and benefits that are no less favorable than the severance payments and benefits that Company Employees would have been entitled to under arrangements with the Sellers on the date of this Agreement. (f) To the extent Company Employees participate in a dependent care or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held medical expense reimbursement account under any Employee Benefit Plan shall (“Sellers’ FSA”) during the calendar year that includes the Closing Date, Buyer will establish one or more comparable plans that will, or will cause a similar plan maintained by an Affiliate of Buyer to, (“Buyer’s FSA”), recognize the elections that such Company Employees had in effect for the plan year in which the Closing occurs under Sellers’ FSA. Buyer’s FSA will (i) assume the obligations of Sellers’ FSA with respect to Company Employees as of the Closing Date and (ii) provide the same level of dependent care and medical expense reimbursement account benefits as those provided under Sellers’ FSA at least through the end of the plan year in effect as of the Closing. As soon as practicable after the Closing, the applicable Seller will transfer to Buyer in cash an amount equal to the total amount that Company Employees have contributed to Sellers’ FSA through the Closing Date for the calendar year that includes the Closing Date, less all amounts that have been paid from Sellers’ FSA through the Closing Date for claims incurred in such calendar year (such difference, the “Flex Plan Amount”). If the Flex Plan Amount is less than $0.00, Buyer will transfer, as soon as practicable after the Closing, to the applicable Seller, an amount in cash equal to all amounts that have been paid from Sellers’ FSA through the Closing Date for claims incurred by the Company Employees in the calendar year that includes the Closing Date, less the total amount that Company Employees have contributed to Sellers’ FSA through the Closing Date for such calendar year. After the Closing Date, Buyer’s FSA will be transferred responsible for reimbursement of all previously unreimbursed reimbursable medical expense and dependent care claims incurred by Company Employees, regardless of when the claims were incurred. For each Company Employee who participates in the Sellers’ FSA for the applicable year, Seller will provide, in a format reasonably acceptable to Purchaser Buyer’s vendor, data relating to such Company Employee’s balance, contribution rate and amount of claims filed under the Sellers’ FSA for the applicable year. (g) No provision in this Section 4.6 will: (i) create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of either Seller, Buyer or any other Person, other than the Parties hereto and their respective successors and permitted assigns, (ii) constitute or create, or be deemed to constitute or create, an employment agreement or (iii) constitute or be deemed to constitute an amendment to any plan adopted Employee Benefit Plan sponsored or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume any Seller or continue any term of their respective Affiliates or condition Buyer or any of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertheir respective Affiliates. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. Following the Merger, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l cause the Surviving Corporation to (i) honor all obligations under employment and severance Contracts of Career Mosaic, the existence of which have been disclosed to Head▇▇▇▇▇▇.▇▇▇ ▇▇ Schedule 7.15 of the Career Mosaic Disclosure Memorandum and otherwise do not constitute a violation of this Agreement, in accordance with the terms thereof without offset or deduction (other than withholding Taxes required by Law to be withheld) and (ii) not take any action during the period from the Closing Date to the first anniversary of the Closing Date (the "First Anniversary Date") which results in the employees of Career Mosaic immediately prior to the Effective Time set forth on Schedule 9.11 of the Career Mosaic Disclosure Memorandum (the "Closing Date Employees") receiving compensation and benefits that, in the aggregate, are less favorable than the compensation and benefits to which other similarly situated employees of Head▇▇▇▇▇▇.▇▇▇ ▇▇ its subsidiaries are entitled, provided, however, that nothing herein will prohibit Head▇▇▇▇▇▇.▇▇▇ ▇▇▇m (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed taking any action required by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. Law or (b) Effective on such date as mutually agreed between Purchaser substituting, in accordance with applicable Law and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as applicable benefit plan, a result benefit plan applicable to similarly situated Closing Date Employees. To the extent that any benefit plan of the change Head▇▇▇▇▇▇.▇▇▇ ▇▇ any of employer its subsidiaries becomes applicable to any Closing Date Employees, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l grant, or cause to be granted, to such -38- 40 Closing Date Employees credit for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code their service with respect to continuation of group medical coverage with respect to its BHA, Career Mosaic or their respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever Affiliates for the continuation of, or any liabilities purpose of determining eligibility to participate and nonforfeitability of benefits under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, such benefit plan and for purposes of benefit accrual under vacation and severance or retirement arrangementpay plans. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with With respect to any Employee Benefit Plan; welfare benefit plan of Head▇▇▇▇▇▇.▇▇▇ ▇▇ its subsidiaries made available to Closing Date Employees, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇l waive or cause its subsidiaries to waive any waiting periods, pre-existing condition exclusions and no plan adopted or maintained by Purchaser after actively-at-work requirements to the Closing is or shall be deemed to be a "successor plan," as extent such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or provisions were inapplicable to any Closing Date Employee immediately before such plan adopted was made available and provide that any expenses incurred on or maintained before the date such plan was made available by Purchaser. Except as specifically set forth hereinany such individual or such individual's covered dependents will be taken into account for purposes of satisfying applicable deductible, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, coinsurance and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) maximum out-of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser-pocket provisions. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list During the period (the "Prospective Employee ListTransition Period") containing commencing at the names of all persons who are actively employed by Seller in connection with the Acquired Business Effective Time and ending immediately prior to whom Purchaser intends to offer employment January 1, 2000 (each a "Prospective Employee" and, collectively, such date being the "Prospective EmployeesTransition Date"). Seller , each Hospital Employee (as defined in paragraph (b) of this Section 5.3) shall use commercially reasonable efforts to assist Purchaser in obtaining the employment remain an employee of its employer as of the Prospective EmployeesEffective Time (whether such employer is Seller, one of the Subsidiaries or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing Subsidiary or affiliate, on substantially the terms and conditions as are set forth in the Employee Leasing Agreements. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreements. (b) Effective Purchaser covenants and agrees that it shall make offers of employment effective as of the Transition Date (in substantially equivalent positions) to all of the persons who are employees of (i) the Subsidiaries with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals as of the Transition Time (whether such employees are full time employees, part-time employees, on such date short-term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law, but excluding those employees who have been granted long-term disability benefits as mutually agreed between of the Closing) (the "Hospitals' Employees"). Notwithstanding the foregoing, Purchaser and acknowledges that Seller has the right, each Prospective but is not required, to retain any management-level Hospital Employee who accepts does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment by with Purchaser as of or after the Transition Time shall be referred to herein as the "Hired Employees." Purchaser covenants and thereafter commences such agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller or any of its affiliates under WARN. Purchaser shall ensure that the terms and conditions of employment shall become an employee (including level of Purchasercompensation and benefits, including without limitation health insurance plans containing a waiver of pre-existing conditions clause) of each of the Hired Employees on and after the Transition Date are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date. (c) Purchaser shall give all Hired Employees full credit for accumulated sick pay as reflected by the Sick Pay Amount and for all of the accrued vacation and holiday pay of such employees, either by (i) crediting such employees the accrued time off reflected in the employment records of Seller shall, from January 1, 1998 as of day immediately prior to the Closing DateTransition Date or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken their accrued or accumulated holiday or vacation time, accrue bonuses and commissions of provided, however, that no payment to such employees shall be required with respect to accumulated sick time except to the extent required by Seller's employees consistent policies with past practicesrespect to accumulated sick time. (d) Seller On and after the Transition Date, Hired Employees shall be solely responsible eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall pay be given credit for periods of employment with the Subsidiaries and fund in full Seller's affiliates, as applicable, on or prior to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Transition Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, purposes of determining eligibility to participate and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, amount of benefits (including without limitation all required withholding tax liabilities vesting of benefits), and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall preexisting condition limitations will be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code waived with respect to continuation Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Transition Date. In addition, if prior to the Transition Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's (or its affiliate's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of group the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical coverage with respect to its respective employeesand health plan that covers Hired Employees on and following the Transition Date. (e) Except as may otherwise Within two (2) years after Closing, Purchaser's Plan shall (i) be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever amended to provide for the continuation of, a plan-to-plan transfer from Seller's (or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller its affiliate's) plan with respect to the Hospitals' Employees (other than the Retained Management Employees) that is qualified under Section 401(a) and 401(k) of the Code, (ii) accept a transfer of assets from the above plan, (iii) file any Employee Benefit required returns relating to the transfer with the Internal Revenue Service, and (iv) be amended to provide protected withdrawal and distribution rights relating to the transferred assets in accordance with Section 411(d)(6) of the Code. For purposes of this Agreement, "Purchaser's Plan; and no " shall mean a retirement plan adopted or maintained qualified under Section 401(a) of the Code that is sponsored by Purchaser after the Closing is or shall be deemed to be a "successor plan," one of its controlled group or affiliated service group members, as such term is defined in Section 4021(a) 414 of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserthe Code. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered Parent shall, or shall cause one of its Affiliates to, offer to Seller a list (employ all of the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" Employees and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment effective as of the Prospective Employees. (b) Effective on Closing Date, employ all Employees who accept such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offers. Each such offer of employment by Purchaser Parent or its designated Affiliate shall be for a position: (i) that is consistent with the nature of such individual's position as an Employee, (ii) with a salary or other current cash compensation at a level comparable to what the individual received as an Employee immediately prior to Closing, and thereafter commences (iii) with benefits comparable to other employees of Parent and its Affiliates (not including Planco, Incorporated) with similar duties. Fortis shall not, directly or indirectly, take any action designed or intended to influence an individual's decision to accept such offer. Each Employee who accepts such an offer by Parent or its designated Affiliate shall be referred to as a "Buyer Employee." If Parent or its designated Affiliate terminates any Buyer Employee's employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to without Cause within twelve months after the Closing Date, accrue bonuses Parent shall, or shall cause its designated Affiliate to, pay to such Buyer Employee at least the amount of severance pay and commissions additional benefits described on SCHEDULE 5.11 and, for such purpose, giving each Buyer Employee credit for such Buyer Employee's prior service with the Seller Parties or any Affiliate thereof (including any amount of Sellerservice credit given to a Buyer Employee by the Seller Parties or their Affiliates for periods of time prior to such Buyer Employee's employees consistent becoming employed by the Seller Parties or their Affiliates). Any Employee (including any individual employed by Fortis Advisers or Fortis Investors) who does not accept such offer of employment by Parent or its designated Affiliate shall either, in the discretion of Fortis, remain an employee of the Seller Parties or one of their Affiliates, or be severed from employment with past practices. (d) the Seller Parties and their Affiliates, and in each instance the Seller Parties shall be solely responsible for and shall pay and fund all costs associated with such continued employment. Notwithstanding the foregoing, in full to all the event that Parent or one of its employees and contractors all compensationAffiliates, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including within twelve months after the Closing Date, including without limitation all required withholding tax liabilities hires an Employee who is severed from employment with the Seller Parties and tax deposits. Except their Affiliates as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided described in the Transitional Agreementimmediately preceding sentence, Purchaser is not assumingParent shall, nor or shall it have any responsibility whatsoever cause one of its Affiliates to, reimburse the applicable Seller Party or Affiliate for the continuation of, amount of cash severance pay actually paid by such Seller Party or any liabilities under or Affiliate to such Employee in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserseverance. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) The participation of any employees of the Company in the plans, programs and arrangements of the Purchaser has delivered and its Affiliates relating to Seller compensation and employee benefits (each, a list (“Purchaser Benefit Plan”) shall be on the "Prospective Employee List") containing same terms as similarly situated employees of the names Purchaser and its Affiliates. Each employee of the Company shall be credited under the Purchaser Benefit Plans with all persons who are actively employed by Seller in connection years of service with the Acquired Business Company and the Seller (and any predecessor to whom the Seller) for purposes of eligibility and vesting, but not for purposes of benefit accrual (but only to the extent that such service was credited under a similar Plan). In addition, and without limiting the generality of the foregoing, (i) each employee of the Company shall be immediately eligible to participate, without any waiting time, in any and all Purchaser intends Benefit Plans to offer employment the extent that coverage under such Purchaser Benefit Plans replaces coverage under comparable Plans in which such employee participated immediately before the Closing Date, and (ii) for purposes of each a "Prospective Employee" andPurchaser Benefit Plan providing medical, collectivelydental, pharmaceutical and/or vision benefits to any employee of the Company, the "Prospective Employees"). Seller Purchaser shall use commercially reasonable efforts cause all pre-existing condition exclusions and waiting periods of such Purchaser Benefit Plan to assist Purchaser in obtaining be waived for such employee and his or her covered dependents (but solely to the employment extent waived or satisfied under the corresponding Plan) with respect to the plan year of the Prospective EmployeesPlan in which participation in such Purchaser Benefit Plan begins, and the 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 Plan ending on the date such employee’s participation in the corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit 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 Purchaser Benefit Plan. (b) Effective Without limiting the generality of Section 5.3(a), all employees of the Company on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated shall be eligible to participate in a tax-qualified defined contribution plan of the Purchaser or an Affiliate of the Purchaser (“Purchaser’s 401(k) Plan”) effective upon the Closing. Each employee of the Company who has an account balance under the 401(k) Investment Plan of H-G Holding Inc. or any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller of its subsidiaries shall satisfy all other obligations be permitted (but not required) to cause the cash value of such employees accrued through to and including the Closing Dateaccount balance, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided hereinpromissory notes evidencing outstanding plan loans, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(arolled over into the Purchaser’s 401(k) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (The parties acknowledge that the "Prospective consummation of the Merger will not affect the status of any Employee List") containing the names of all persons who are actively employed by Seller in connection with FDC or any of its Subsidiaries as of the Acquired Business Closing Date and the Surviving Corporation and each of its Subsidiaries shall honor all obligations to whom Purchaser intends to offer employment (each the Employees under Employee Plans and Contracts of FDC and its Subsidiaries. For a "Prospective Employee" and, collectivelyperiod of one year following the Closing, the "Prospective Employees"). Seller Surviving Corporation shall, or shall use commercially reasonable efforts to assist Purchaser in obtaining the employment cause one of its Subsidiaries to, provide each of the Prospective Employees with compensation and benefits that in the aggregate are no less favorable than the compensation and benefits (including wages, salaries, bonuses and the benefits and compensation provided under the Employee Plans, but excluding for this purpose any stock option, stock purchase plans, Retirement Payments or Deal Bonuses) provided as of the Effective Time of the Merger to such Employees; provided, however, that the foregoing sentence shall be deemed to be satisfied with respect to health and disability benefit plans provided to the Employees if each Employee is offered by Acquiror health and disability benefit plans that, in the aggregate, are comparable to the health and disability benefit plans offered to all similarly situated Employees. Acquiror agrees that to the extent service is relevant for purposes of eligibility or vesting under any employee benefit plan for which any Employee is or becomes eligible, such plan will credit each Employee for service with FDC and its Subsidiaries, Affiliates and predecessors prior to the Effective Time of the Merger to the extent such service was recognized by FDC or any of its Subsidiaries or Affiliates. (b) As of the Effective Time of the Merger and thereafter, the Surviving Corporation and its Subsidiaries will provide continuation coverage under one or more group health plans maintained by Acquiror or one of its Subsidiaries or FDC or one of its Subsidiaries to each qualified beneficiary with respect to any group health plan maintained or previously maintained by FDC or one of its Subsidiaries whose qualifying event occurs prior to, on or after the Effective Time of the Merger, in accordance with COBRA. The Surviving Corporation and its Subsidiaries shall retain, and shall be responsible and liable for paying, performing and discharging, all obligations to provide continuation coverage to any qualified beneficiary in accordance with COBRA (and any liabilities relating thereto). For purposes of this subsection 5.3(b), (i) "COBRA" shall mean Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA, as such date as mutually agreed between Purchaser provisions are amended from time to time, and Seller the rules and the regulations promulgated thereunder, each Prospective Employee who accepts (ii) "group health plan," "qualified beneficiary" and "qualifying event" shall have their respective meanings under COBRA, and (iii) an offer "Affiliate" of employment by Purchaser and thereafter commences such employment any Person shall become an employee of Purchaser. (c) Seller shallmean any entity which, from January 1, 1998 to at any relevant time on or after the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full is required to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary single employer with such Person, in accordance with Section 414(b), (c), (m) or under this Agreement(o) of the Code.

Certain Employee Matters. (a) Purchaser has delivered covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to all of the persons who are employees of (i) the Subsidiaries with respect to the operation of the Hospitals or (ii) any affiliate of Seller a list which employs individuals at any of the Hospitals, (whether such employees are full time employees, part-time employees, on short-term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law, but excluding those employees who have been granted long-term disability benefits) as of the Closing Date (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Hospitals' Employees"). Notwithstanding the foregoing, Purchaser acknowledges that Seller shall use commercially reasonable efforts has the right, but is not required, to assist Purchaser in obtaining the retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section (a) which individuals will remain employed by Seller or its applicable affiliate as of the Prospective Effective Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Effective Time shall be referred to herein as the "Hired Employees". Purchaser covenants and agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller under WARN. Purchaser shall ensure that the terms and conditions of employment (including level of compensation and benefits, including without limitation health insurance plans containing a waiver of pre-existing conditions clause) of each of the Hired Employees after the Closing Date are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date. (b) Effective on Purchaser shall give all Hired Employees full credit for accumulated sick pay as reflected by the Sick Pay Amount and for all of the accrued vacation and holiday pay of such date employees, either by (i) crediting such employees the accrued time off reflected in the employment records of Seller as mutually agreed between Purchaser and Seller of the Closing Date or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken their accrued or accumulated holiday or vacation time, each Prospective Employee who accepts an offer of employment provided, however, that no payment to such employees shall be required with respect to accumulated sick time except to the extent required by Purchaser and thereafter commences such employment shall become an employee of PurchaserSeller's policies with respect to accumulated sick time. (c) Seller shallAfter the Closing Date, from January 1Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with the Subsidiaries and Seller's affiliates, 1998 as applicable, on or prior to the Closing Date for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable on or prior to the Closing Date. In addition, accrue bonuses and commissions of if on or prior to the Closing Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's employees consistent with past practices(or its affiliate's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees following the Closing Date. (d) Seller Within two (2) years after Closing, Purchaser's Plan shall (i) be solely responsible amended to provide for and shall pay and fund in full a plan-to-plan transfer from Seller's (or its affiliate's) plan with respect to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller Hospitals' Employees (other than the Retained Management Employees) that is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement qualified under Section 4980B(f401(a) and 401(k) of the Code with respect to continuation Code, (ii) accept a transfer of group medical coverage with respect to its respective employees. assets from the above plan, (eiii) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have file any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement36 41

Certain Employee Matters. (a) Purchaser has delivered Buyer presently intends that all employees of the Company immediately prior to Seller a list (the "Prospective Employee List") containing Closing shall continue in their current positions immediately after the names Closing; provided, however, that this Section shall not be deemed to create any obligation on the part of all persons who are actively employed by Seller in connection with the Acquired Business Buyer to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining continue the employment of any such employee for any period following the Prospective EmployeesClosing Date. Nothing in this Section or otherwise in this Agreement shall confer upon any employee of the Company any individual rights or remedies as a third party beneficiary or otherwise, including any right to employment, or continued employment for any specified period, of any nature whatsoever under or by reason of the Agreement. (b) As set forth in Section 7.2 hereof, except for compensation and benefits accrued in the ordinary course of business consistent with past practice, B▇▇▇▇ shall be responsible to indemnify and hold Buyer harmless from and against, and pay or reimburse the Buyer for, any employment related liabilities or obligations with respect to the period prior to the Effective on such date as mutually agreed between Purchaser Time, upon the terms and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchasersubject to the conditions set forth in Article 7 hereof. (c) Seller shallEach Company employee who continues their employment with the Company and Buyer immediately after the Closing shall receive credit for service with the Company for vesting and eligibility purposes under Buyer's 401(k) plan, from January 1, 1998 to the Closing Dateextent permitted by Buyer's 401(k) plan. Effective immediately prior to the Closing, accrue bonuses and commissions the Company shall fully vest all accounts of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change its 401(k) plan in accordance with the terms of any employee loan that plan. In addition, effective immediately prior to the Closing, the Company shall terminate its 401(k) plan and, upon the Closing, Buyer agrees to accept each such employee's account balance in the Company's 401(k) plan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(fplan-to-plan transfer into Buyer's 401(k) of the Code with respect to continuation of group medical coverage with respect to its respective employeesplan. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered to Seller a list (and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being "Prospective Employee List") containing the names of all persons who are actively employed participating employers" and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in connection with this Section 4.6, the Acquired Business Companies shall have no further liability and Seller shall retain all liabilities with respect to whom Purchaser intends claims incurred under any such Seller Plan prior to offer employment (each a "Prospective Employee" andthe Closing Date, collectivelywhether such claims are made prior to, on or after the "Prospective Employees")Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment provide any continuation coverage required under Section 4980B of the Prospective Code, Part 6 of Title I of ERISA or applicable state Law ("COBRA") to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) Effective on For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than Randall Talbot, Roger Harbi▇ ▇▇▇ ▇▇▇▇▇ ▇▇spe▇▇▇▇▇ ▇▇▇▇▇ement direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the aggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such date as mutually agreed between Purchaser Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Closing and Seller , each Prospective Employee who accepts an offer of employment by Purchaser (ii) employee benefits (including severance benefits but excluding retiree health and thereafter commences such employment shall become an employee of Purchaserlife benefits) that are comparable in the aggregate to that provided to them immediately prior to Closing. (c) Seller shall, from January 1, 1998 to Effective as of the Closing Date, accrue bonuses and commissions Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate ("Buyer's Retirement Plan"). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code ("Seller's employees consistent with past practicesRetirement Plan") shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller's Retirement Plans and Buyer's Retirement Plans, any notes representing participant loans, from Seller's Retirement Plans into Buyer's Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall be solely responsible continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and shall pay life benefits under any Seller Plan that is a group health and fund in full life plan ("Seller's Retiree Plans") whose termination of employment occurs on or prior to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including Date. Following the Closing Date, including without limitation all required withholding tax liabilities Buyer or the Acquired Companies shall adopt a group health plan and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability group term life plan in any way whatsoever. Seller agrees not which the Acquired Company Employees and their dependents may participate ("Buyer's Group Welfare Plans"). (e) For purposes of determining eligibility to accelerate or change participate and vesting (and for benefit accrual purposes in the terms case of vacation and severance plans) where length of service is relevant under any employee loan benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; provided, however, that such service need not be credited to the extent that it would result in a duplication of benefits. (f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as a result to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the change Closing Date under any welfare plan maintained for Acquired Company Employees immediately prior to the Closing Date, and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date in respect of employer the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for so long as such year that such employees are employed eligible to participate in after the Closing Date. (g) No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by PurchaserParent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer's obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer's offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for satisfying any obligations resulting from severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the consummation Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller or GAC that relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a result of the transactions contemplated by this Agreement under Section 4980B(fAgreement) shall be the responsibility of the Code with respect to continuation of group medical coverage with respect to its respective employees. Seller or such Subsidiary (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have including any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreementaccrued but unused vacation, severance or retirement arrangement. Purchaser is notsimilar benefits that may be payable, and shall not be deemed if any, to be, a successor employer to Seller with Bank Channel Employees in respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition their termination of employment currently with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and any Acquired Company shall not be responsible for have any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertherefor. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Immediately prior to the Closing, Purchaser has delivered shall offer to employ, on an "at will" basis, substantially all of the employees of the Seller as of the Closing Date, including employees on military or other types of leave (excluding employees with employment agreements, which Purchaser shall assume) in positions and at compensation levels consistent with those being provided by Seller immediately prior to Closing. All such employees who accept the Purchaser’s offer of employment shall be referred to herein as the "Hired Employees". The Purchaser will ensure that the level of benefits of each of the Hired Employees immediately following the Closing is comparable, in the aggregate, to those provided the Hired Employees immediately preceding the Closing. Schedule 12.1(a) provides a list of employees of Seller who are‌ on short-term or long-term disability or on leave of absence pursuant to the Seller's policies or Law (the each, an "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Inactive Employee" and, collectively, the and collectively "Prospective Inactive Employees"), provides the date such absence began, and provides the date, if known, that the employee is expected to return to work. Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment The list of Inactive Employees on Schedule 12.1(a) will be updated as of the Prospective EmployeesEffective Time. (b) Purchaser shall assume sponsorship of each of the Employee Benefit Plans set forth on Schedule 4.15 hereto and shall assume all assets, liabilities, obligations and commitments arising thereunder. If, after Closing, Purchaser amends or replaces any such Employee Benefit Plan, Purchaser shall grant vesting and eligibility credit to Seller's employees with respect to Purchaser's employee benefit plans. Any amounts which have been applied toward satisfaction of the calendar year 2014 co-payment, maximum out of pocket, or deductible on behalf of any Hired Employee or dependent under any employee welfare benefit plan of the Seller shall be deemed to be so applied toward satisfaction of the calendar year 2014 co-payment, maximum out of pocket, or deductible under the applicable employee welfare benefit plan of Purchaser. Purchaser shall cause its employee welfare benefit plans to waive any exclusions or limitations for pre-existing conditions and waiting periods with respect to conditions affecting any Hired Employees as of the Effective on such date as mutually agreed between Time. The Purchaser and shall take into account all prior service credited to the Hired Employee by the Seller , each Prospective Employee who accepts an offer for purposes of employment by Purchaser and thereafter commences such employment shall become determining whether an employee has satisfied the service requirements for eligibility, participation and all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of the Purchaser, but not for purposes of determining the amount of benefits under such welfare benefit plans. (c) Seller shallNotwithstanding anything in this Agreement to the contrary, from January 1and after the Effective Time, 1998 to the Closing Date, accrue bonuses Purchaser and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all each of its employees ERISA Affiliates will comply in all respects with the group health plan continuation coverage requirements of COBRA. Without limiting the generality of the foregoing, Purchaser and contractors each of its ERISA Affiliates will comply with all compensationCOBRA requirements, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which provision of continuation coverage, that arise with respect to employees or former employees who are not Hired Employees and their respective spouses and dependents, of Seller is obligated under any Contract or Employee Benefit Planits ERISA Affiliates, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement or that have arisen prior to this transaction (each a "qualified beneficiary"). Purchaser shall provide at its expense, less the applicable premium paid by the qualified beneficiary, COBRA continuation coverage under Section 4980B(f) its group health plan to individuals who, as of the Code Closing Date, are COBRA qualified beneficiaries with respect to continuation the Seller's or its ERISA Affiliates’ group health plans, each of group medical coverage with respect whom is listed on Schedule 12.1(c), which such schedule shall be updated at Closing. (d) Purchaser shall give credit to its all Hired Employees for their respective employeesunused vacation, holiday and personal days accrued through the Effective Time. Purchaser shall also give credit to all Hired Employees for their respective sick leave and extended illness benefits accumulated through the Effective Time without adjustment to the Purchase Price, provided, however, that Purchaser shall have the right to amend, modify, or eliminate the accrual of such benefits after the Effective Time. (e) Except as may otherwise be provided in After the Transitional Agreement, Effective Time Purchaser is not assuming, nor shall it have continue to withhold funds from the wages of any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller Hired Employees with respect to any Employee Benefit Plan; garnishment agreements relating to the Hired Employees and no plan adopted or maintained by Purchaser after remit to recipients such funds in accordance with the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISAgarnishment agreements, of including any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by garnishment agreements between Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserthe Hired Employees. (f) Neither Purchaser nor Seller intend this Agreement Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment to create any rights or interests, except as between Purchaser and Seller, and no present, former or future particular employee or contractor benefit plan of Purchaser or Seller shall be treated as a third party beneficiary in or under this AgreementSeller,

Certain Employee Matters. (a) Purchaser has delivered to Seller a list From and after the Effective Time of the S Merger, Holdco will, and will cause the S Surviving Corporation to, honor in accordance with their terms, the employment, severance, indemnification or similar agreements disclosed in SCHEDULE 6.18 hereto between the Company and certain Employees of the Company (the "Prospective Employee ListEMPLOYEE AGREEMENTS") containing and all Company Plans; PROVIDED, HOWEVER, that nothing herein shall preclude Holdco or any of its affiliates from having the names of all persons who are actively employed by Seller in connection with the Acquired Business right to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining terminate the employment of any Company Employee, with or without cause, or amend or terminate any Company Plan after the Prospective Employees. Effective Time of the S Merger. From and after the Effective Time of the S Merger, Holdco will, and will cause the Surviving Corporation to, (bi) pay all salary obligations (including any severance benefits measured by reference to salary) under the Employment Agreement dated September 15, 1995 between the Company, SFTP and ▇▇▇▇▇ Bouts (the "BOUTS AGREEMENT") a true, correct and complete copy of which has been delivered to Parent and (ii) provide medical and health benefits to ▇▇▇▇▇ Bouts no less favorable than those generally provided by Holdco and its affiliates to their senior executives. From and after the Effective on such date as mutually agreed between Purchaser and Seller Time of the S Merger, each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall Sellers will be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations (including, with limitation, any "Equity Termination Payment") under the Bouts Agreement, whether arising by reason of the S Merger or otherwise. Subject to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change compliance by ▇▇▇▇▇ Bouts with the terms of any employee loan the Bouts Agreement up to the Effective Time of the S Merger, Holdco agrees that if Bouts resigns effective upon the Effective Time of the S Merger, Holdco will treat such resignation as a result "Termination for Good Reason" under the Bouts Agreement. Following the Effective Time of the change S Merger, Holdco and its Subsidiaries will provide benefits to those of employer for so long as such employees are its Employees who were employed by Purchaser. Seller the Company and its Subsidiaries immediately prior to the Effective Time of the S Merger substantially comparable in the aggregate to those generally provided by Holdco and its affiliates to similarly situated Employees employed by Holdco and its affiliates; PROVIDED that such Employees shall be solely responsible credited for satisfying service with the Company and its Subsidiaries (and their respective predecessors to the extent such service was recognized by the Company or any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(fits Subsidiaries) of the Code for all purposes, including eligibility, vesting and benefit levels (other than with respect to continuation benefit accruals under any plans subject to Title IV of group medical coverage ERISA) with respect to all benefits provided by Holdco and its respective employeesSubsidiaries to such Employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) The Purchaser has delivered and GDS shall indemnify, defend and hold CD&L and Seller harmless from any and all liabilities due or which may become due to, or in respect of, any Seller Employee, (except for liabilities under ERISA at the Closing Date which arise from CD&L's 401(k) plan) whether arising prior to, at or after the Closing, including but not limited to Seller a list (the "Prospective Employee List") containing the names any liability arising from or related to his termination of all persons who are actively employed employment by Seller or Purchaser of any Seller Employee and/or any reduction in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" andcompensation, collectivelybenefits, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment terms or conditions of the Prospective Employeeshis employment. (b) Effective From and after the Closing, the Purchaser shall credit Seller Employees for all service with the Seller and its Affiliates prior to the Closing for purposes of eligibility and vesting under all employee benefit plans, programs, policies, and fringe benefits of the Purchaser in which they become participants on or after the Closing. With respect to any medical or dental benefit plan in which Seller Employees participate after the Closing, Purchaser shall waive or cause to be waived any waiting periods, pre-existing condition exclusions and actively-at-work requirements (provided, however, that no such date as mutually agreed between Purchaser and waiver shall apply to a pre-existing condition of any Seller , each Prospective Employee who accepts an offer was, as of employment the Closing, excluded from participation in the Seller's medical and/or dental plan by Purchaser virtue of such pre-existing condition), and thereafter commences shall provide that any covered expenses incurred on or before the Closing by a Seller Employee or a Seller Employee's covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing to the same extent as such employment shall become an employee expenses are taken into account for the benefit of similarly situated employees of Purchaser. (c) As of the Closing, all Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses Employees shall cease active participation in all employee benefit plans and commissions arrangements of Seller's employees consistent with past practicesSeller or its Affiliates. (di) Seller Effective upon the Closing, the Purchaser shall be solely responsible and liable for and shall pay and fund in full providing "COBRA" coverage to all of its employees Seller Employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including their qualifying beneficiaries who experience a "qualifying event" on or after the Closing Date and for which Seller is obligated under any Contract providing (or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations continuing to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(fprovide) of the Code with respect to continuation of group medical COBRA coverage with respect to its respective employeesany former employee of the Seller and their qualifying beneficiaries who experience or experienced a "qualifying event" before, on or after the Closing. For purposes of this paragraph, COBRA coverage refers to continued health coverage in accordance with the provisions of Section 4980B of the Code and Section 601 et. seq. of ERISA and the term "qualifying event" shall have the meaning given such term under such Sections. (ii) If the Purchaser is unable to cause the Seller Employees to have COBRA coverage on reasonable financial terms, such Seller Employees shall remain on the Seller's plan if (x) the Seller's plan so permits and (y) the Purchaser pays to CD&L the full cost of having any Seller Employee on Seller's plan prior to such Seller Employee being put on Seller's plan. The Purchaser and GDS shall indemnify, defend and hold CD&L and the Seller harmless from any and all liabilities due or that may become due to, or in respect of, any Seller Employee in connection with COBRA. (e) Except Without limitation of any other provision of this Agreement: (i) Purchaser assumes liability for any earned and unused vacation time of each Seller Employee accrued as may otherwise be provided in of the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is notClosing, and shall not be deemed pay such accrued unused vacation pay or provide such accrued unused vacation days following the Closing on the same terms as were in effect under Seller's vacation policy with respect to be, a successor employer such Seller Employees prior to Seller the Closing; and (ii) Purchaser assumes liability for any and all disability benefits payable on or after the Closing with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after former employee of Seller who terminated employment prior to the Closing is or shall be deemed to be a "successor plan," (as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not on Schedule 5.2(e) which may be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaserupdated at the Closing). (f) Neither The Purchaser nor agrees to assume the employment agreements between the Seller intend this Agreement and ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (copies of which are set forth in Schedule 5.2(f))and to create any rights or interestsindemnify, except as between Purchaser and Sellerdefend, and no presenthold Seller and CD&L harmless with respect to any claims by such individuals (including but not limited to claims under any employment contract) and to indemnify, former defend and hold harmless CD&L and the Seller for any liabilities due to or future employee incurred in favor of the Seller Employees or contractor of Purchaser such individuals from events occurring prior to, on or Seller shall be treated as a third party beneficiary in or under this Agreementafter the Closing.

Certain Employee Matters. (a) Purchaser has delivered Subject to Seller a list (the "Prospective Employee List"Section 7.10(c) containing the names below, ------------------------ Buyer may extend offers of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" andemployment, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment effective as of the Prospective Employees. (b) Effective on Closing, to certain employees of the Stations in Buyer's sole discretion and each such date offer shall be at the same salary and with substantially the same medical and health insurance benefits as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 in effect immediately prior to the Closing Dateand such that no loss of employment would occur for any employee if such employee accepted his or her respective offer. All employees who accept their respective offers of employment with Buyer shall immediately be and become employees of Buyer. To the extent that service is relevant for eligibility, accrue bonuses vesting and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated benefit accruals under any Contract or Employee Benefit Plan, or under any personnel retirement or employee manual benefit plan, program or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted arrangement established or maintained by Purchaser after Buyer or any of its affiliates for the benefit of employees of any of the Stations, such plan, program or arrangement shall credit such employees for service on or prior to the Effective Time with the Company or any affiliate or predecessor thereof. In addition, Buyer shall cause to be waived all limitations on benefits relating to any pre-existing conditions and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees and their dependents under the medical and dental plans in which they participate in the calendar year in which the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Planoccurs. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and The Buyer shall not be responsible for any debtseverance claims, paymentcosts or causes of action of employees of the Stations to whom Buyer does not offer employment. Except as provided in this Agreement, obligationnothing herein shall restrict Buyer's ability to change or terminate the benefits or benefit plans provided to any employees (including former employees of the Company), claim, liability or agreement which relates nor shall Buyer be required to or arises from Seller's provide any employee any of the terms and conditions of employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment provided by Purchaserthe Company. (fb) Neither Purchaser nor Seller intend The Buyer shall have no responsibility or liability for any medical, disability or other benefits owed under the Company's benefit plans to its employees, including without limitation, expenses for health or dental benefits incurred but not submitted for reimbursement prior to the Closing Date that are covered under the Company's benefit plans and any incentive bonuses offered to employees of the Company. The Buyer shall not be responsible for providing any medical, life and other insurance coverage and benefits, and disability benefits to which any employee of the Company who retired or was terminated from service with the Company prior to the Closing Date, or who was disabled prior to the Closing Date, to which such employee may be entitled under the Company's benefit plans. (c) Buyer is not planning or contemplating, and has not made or taken, and shall not make or take, any decisions or actions concerning the Stations' employees that would require the service of notice under the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), or any employee notice provision of applicable state law, including, without limitation, any decision not to offer employment to any employees at the Stations which would cause a violation of the WARN Act or any such similar state law. (d) This Section 7.10 shall operate exclusively for the benefit of the parties to this Agreement to create (and their permitted assigns) and not for the benefit of any rights other person or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreemententity.

Certain Employee Matters. (a) Purchaser has delivered As of the Effective Date, Sellers and Purchasers shall have caused the transfer of employment to Seller a list Purchasers of all Hospital and Hospital-based employees of the Sellers and the Sellers’ affiliates, and certain agreed-upon employees of the Sellers or affiliates of the Sellers whose primary responsibilities are to support the Hospitals, the River Forest Facilities, the Related Businesses and/or other Facilities, subject to such each such employee's acceptance of such employment, for an initial employment period of at least sixty (60) days after Closing (the "Prospective Employee List") containing “Transition Period”). All such employment arrangements will be upon substantially the names same terms and conditions with respect to base salaries or wages, job duties, titles and responsibilities provided by the Sellers or affiliates of all persons the Sellers before Closing (subject to employee background checks to the extent required by law and applicable collective bargaining agreements). All employees who are actively employed accept an offer of employment by Seller the Purchasers shall be referred to collectively in connection with this Agreement as the Acquired Business to whom Purchaser intends “Hired Employees.” The Purchasers do not expect to offer employment on the Effective Date to those employees of the Hospitals or other Sellers who as of such date are on short-term disability, until they return to work, or to employees on long-term disability. The Purchasers and the Sellers acknowledge those employees of the Sellers or the Sellers’ affiliates working at the Facilities specified on Schedule 7.3 may be retained by such affiliates (each a "Prospective Employee" and, collectivelythe “Retained Employees”). After the Transition Period, the "Prospective Employees"). Seller Purchasers shall use commercially reasonable efforts continue to assist Purchaser in obtaining employ the employment Hired Employees as it reasonably deems necessary and appropriate to support the operations of the Prospective EmployeesFacilities. The Purchasers will give all Hired Employees credit for their Accrued Paid Time Off and for their years of service with the Sellers for purposes of determining eligibility to participate and vesting percentages in the Purchasers’ employee pension benefit plans. If the Purchasers terminate any of the Hired Employees following the Transition Period but before one hundred twenty (120) days after Closing, the Purchasers will provide severance to all such terminated employees at least the same extent as would be provided under the Sellers’ current severance practice, as set forth in Schedule 7.3(a). (b) On and after the Effective on such date as mutually agreed between Purchaser and Seller Date, each Prospective Employee who accepts an offer the Hired Employees shall be eligible for a health plan sponsored by the Purchasers or their affiliates. The Hired Employees shall be given credit for periods of employment by Purchaser with the Sellers or the Sellers’ affiliates prior to the Effective Date for purposes of determining eligibility to participate and thereafter commences amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to the Hired Employees and their covered dependents unless such employment preexisting condition limitations were applicable prior to the Effective Date. In addition, if prior to the Effective Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in the Sellers’ or the Sellers’ affiliates’ medical and health plan’s current fiscal year, such amounts shall become an employee be applied toward satisfaction of Purchaserthe deductible or out-of-pocket maximum in the current fiscal year of the Purchasers’ or the Purchasers’ affiliates’ medical and health plan that covers the Hired Employees on and after the Effective Date. (c) Seller shall, from January 1, 1998 The Purchasers shall be responsible to provide continuation coverage pursuant to the Closing Daterequirements of section 4980B of the Internal Revenue Code of 1986, accrue bonuses as amended, and commissions Part 6 of Seller's Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA coverage) with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the Effective Date or later date (with respect to employees consistent with past practiceson disability) on which such employees become Hired Employees. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including After the Closing Date, including without limitation all required withholding tax liabilities the Purchasers’ human resources department will give reasonable assistance to the Sellers’ and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code their affiliates’ human resources department with respect to continuation the Sellers’ and the Sellers’ affiliates’ post-Closing administration of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever Sellers’ and the Sellers’ affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangementHired Employees. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser Within ten (10) days after the Closing is or Date, the Purchasers shall be deemed provide to be the Sellers a "successor plan," as such term is defined in Section 4021(a) list of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired all the employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are who were offered employment by Purchaser. (f) Neither Purchaser nor Seller intend the Purchasers but refused such employment. Notwithstanding anything to the contrary, the provisions of this Agreement to Section 7.3 shall not create any legal or other rights or interestsinterests in the Sellers, except as between Purchaser and Seller, and no present, former the Sellers’ affiliates or future employee or contractor of Purchaser or Seller shall be treated as a third any third-party beneficiary in or under this Agreementbeneficiaries.

Certain Employee Matters. (a) On the Closing Date, the Purchasers shall or shall cause the Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser has delivered A to Seller a list the Parent (any such employees who so continue or accept such offer of employment being referred to herein as the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective EmployeesHIRED EMPLOYEES"). Seller Such employment shall use commercially reasonable efforts be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to assist Purchaser in obtaining the employment Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Prospective EmployeesParent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any of Parent's Employee Benefit Plans, programs, policies and arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this SECTION 5.18, on and after the Closing Date, each Hired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise provided in this SECTION 5.18). (b) Effective With respect to the Alliance Employee Benefit Plans, programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the Closing Date credit for all service with the Entities and Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to provide that on such date the Closing Date all Hired Employees and their spouses and dependents shall be immediately covered by the group health plan maintained by Alliance which shall (i) provide immediate coverage as mutually agreed between Purchaser of the Closing Date without any waiting period, (ii) waive any pre-existing condition exclusions or limitations, and Seller (iii) provide that any amounts paid by Hired Employees through the Closing Date for medical expenses that are treated as deductible, co-insurance and out-of-pocket payments under the Parent's health plan shall reduce the amount of any deductible, co-insurance or out-of-pocket payments required to be paid for a similar period under the Alliance health plan; provided, however, that the Sellers shall provide Alliance with a list of all current and former employees participating in the Parent's health plan along with a listing of each Prospective Employee who accepts an offer of employment by Purchaser employee's deductible and thereafter commences such employment shall become an employee of Purchaserco-insurance payments through the Closing Date. (c) Seller shallEffective as of the Closing, from January 1the Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, 1998 to personal holidays and vacation pay for Hired Employees, provided that the Closing Date, accrue bonuses vacation pay costs as of the Latest Balance Sheet Date have been accrued and commissions of Seller's employees consistent with past practicesreflected on the Latest Balance Sheet. (d) Seller (dm) Parent shall take such actions as are necessary to provide that the Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) PLAN"). Parent shall also take such actions as are necessary to provide that the Hired Employees will be solely responsible eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for and rollover to the Alliance "401(k)" plan. The Purchasers shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including take such action as is necessary after the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including provide that the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms Alliance "401(k)" plan will allow rollovers of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting distributions from the consummation of the transactions contemplated by this Agreement under Section 4980B(fASHS 401(k) of the Code with respect to continuation of group medical coverage with respect to its respective employeesPlan. (e) Except After the Closing Date, the Purchasers and the Sellers agree to take such actions as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever are necessary to provide for the continuation of, or any liabilities under or in connection with, any transfer of the account balances of the flexible spending accounts of each Hired Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; provide for the reimbursement from the Alliance "Section 125" plan of medical and no plan adopted or maintained childcare expenses incurred by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by PurchaserHired Employees during 1998. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interestsAfter the Closing Date, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller the Purchasers shall be treated responsible for providing health care continuation coverage pursuant to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as a third party beneficiary in or under this Agreementamended ("COBRA"), to the extent required by COBRA, for all former employees of the Entities and/or their

Certain Employee Matters. (a) Purchaser has delivered The Company shall, at or prior to Seller a list (the "Prospective Employee List") containing Effective Time, terminate all Plans providing for the names granting of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment options or any securities of the Prospective EmployeesCompany to any employee, director or consultant of the Company or any of its Subsidiaries. (b) Effective on such date as mutually agreed between Purchaser Subject to any written agreement among Parent, Holding, the Company and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 a payee executed prior to the Closing DateClosing, accrue bonuses Parent and commissions of Seller's employees consistent with past practices. (d) Seller Holding shall be solely responsible for cause the Surviving Corporation and shall pay and fund in full its subsidiaries to honor all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay employment and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such agreements of employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by PurchaserCompany and its Subsidiaries set forth on Schedule 5.9(b). Seller shall be solely responsible for satisfying any obligations resulting from the Parent and Holding acknowledge that consummation of the transactions contemplated by this Agreement under Section 4980B(f) will constitute a change in control of the Code Company (to the extent such concept is applicable) for the purpose of all the Plans. (c) Subject to any written agreement among Parent, Holding, the Company and a payee executed prior to the Closing, Parent, Holding and the Company agree that payments calculated pursuant to the Life Re Corporation Long-Term Incentive Plan (the "LTIP") and related arrangements shall be made at the Closing (by wire transfer as directed by the respective payees) in the amounts indicated and to the employees listed on Schedule 5.9(c). The Company shall cause the LTIP to be terminated at the Effective Time, subject to the making of such payments. (d) For purposes of determining eligibility to participate, vesting and accrual or entitlement to benefits where length of service is relevant under any employee benefit plan or arrangement of the Surviving Corporation and its subsidiaries (or of Parent, Holding and their subsidiaries, to the extent an employee of the Company or its Subsidiaries shall become eligible to participate therein), employees of the Company and its Subsidiaries immediately prior to the Effective Time ("Affected Employees") shall receive service credit for service with respect the Company and any of its Subsidiaries to continuation the same extent such service was credited under similar employee benefit plans and arrangements of group medical coverage with respect the Company and its Subsidiaries; provided, however, that such service need not be credited to its respective employeesthe extent that it would result in a duplication of benefits. (e) Except as may otherwise be provided in the Transitional AgreementParent, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation ofHolding and their respective subsidiaries will, or any liabilities under or in connection withwill cause the Surviving Corporation and its subsidiaries to, any Employee Benefit Plan or any employment contract(i) waive all limitations as to preexisting conditions, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, exclusions and shall not be deemed to be, a successor employer to Seller waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any Employee Benefit Plan; and no plan adopted or maintained by Purchaser welfare benefit plans that such employees may be eligible to participate in after the Closing is Date, other than limitations or shall be deemed waiting periods that are already in effect with respect to be a "successor plan," such employees and that have not been satisfied as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held the Closing Date under any Employee Benefit Plan shall be transferred welfare plan maintained for the Affected Employees immediately prior to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractorsthe Closing Date, and shall not be responsible (ii) provide each Affected Employee with credit for any debt, payment, obligation, claim, liability co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or agreement which relates to or arises from Seller's employment (or termination of employment) out-of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether -pocket requirements under any welfare plans that such employees are offered employment by Purchasereligible to participate in after the Closing Date. (f) Neither Purchaser nor Seller intend Nothing in this Agreement (other than the first sentence of Section 5.9(b)) is intended to create any rights right of employment for any person or intereststo create any obligation for Parent, except as between Purchaser and SellerHolding, and no present, former the Surviving Corporation or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreementtheir respective subsidiaries to continue any Plan following the Effective Time.

Certain Employee Matters. (a) Purchaser has delivered intends to Seller a list (------------------------ offer employment in comparable positions to all of the employees working at the Hospitals as of the Closing Date. All such employees who accept Purchaser's offer of employment shall be referred to herein as the "Prospective Employee List") containing the names Hired Employees." Also prior to Closing, Purchaser will notify Sellers of all persons who are actively employed by Seller in connection with the Acquired Business any employees to whom Purchaser intends does not intend to offer employment. In any event, Purchaser agrees to make a sufficient number of offers of employment (each such that Sellers' termination of employees under the Asset Purchase Agreement prior to Closing and any employees not hired under this Agreement will not constitute a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment violation of the Prospective EmployeesWARN Act. Except as otherwise provided for in this Agreement, Purchaser shall be responsible for all costs and liabilities attendant to the termination of any employees of the Hospitals at or following the Closing. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible give all Hired Employees full credit for and shall pay and fund in full to all of its the accrued vacation, holiday and sick pay of such employees, either by allowing such employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any the accrued sick pay, vacation pay and severance pay accrued through to and including time off reflected in the Closing Date for which employment records of the Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations by making full payments to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as amounts which such employees are employed by Purchaserwould have received had they taken their accrued or accumulated holiday or vacation time. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume pay any Hired Employee for accrued sick time upon the termination, whether voluntary or continue any term or condition involuntary, of employment currently or previously promised or maintained by such Hired Employee. (c) Purchaser shall offer health insurance benefits to all Hired Employees and their dependents (except those persons not having health insurance benefits with the Seller immediately prior to the Closing), effective simultaneously with regard to its current, former or retired employees or contractorsthe Closing, and shall not be responsible for all employee health claims resulting from occurrences beginning before, on or after the Closing Date without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Closing Date who will remain the responsibility of Seller until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall Seller be liable after Closing to Hired Employees or dependents who are in a hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any debtHired Employee under any insured employee welfare benefit plan of Seller shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any employee welfare benefit plan of Seller shall be applied toward any such limitation under the applicable insured welfare benefit plan of Purchaser, paymentand Purchaser shall cause its employee welfare benefit plans to waive any limitations for pre-existing conditions with respect to conditions affecting any Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the employee welfare benefit plan of Seller. Purchaser shall take into account all service with Seller or any affiliate or division of Seller for purposes of determining whether an employee has satisfied the service requirements for eligibility, obligation, claim, liability participation and all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of Purchaser (whether or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasernot insured). (fd) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except Except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary otherwise provided for in or under this Agreement, Hired Employees will be offered employee benefits to the same extent as employees occupying similar positions with similar experience with Purchaser.

Certain Employee Matters. For a period of no less than six (6) months following the Closing, Buyer will, or will cause the Acquired Companies to, provide those employees who are employed by the Company on the Closing Date (including employees on vacation, leave of absence, or short or long-term disability, but excluding (x) any employes who are covered by a Collective Bargaining Agreement, whose compensation and benefits shall continue to be provided in accordance with such applicable Collective Bargaining Agreement and (y) the Specified Employees (the “Continuing Employees”)) with (a) Purchaser has delivered an annual base salary or base hourly wage rate (as applicable) that are, in each case, no less favorable than those being provided to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed Continuing Employees by Seller in connection with the Acquired Business Companies immediately prior to whom Purchaser intends the Closing, (b) cash bonus and commission opportunities and severance benefits (excluding the Phantom Equity Plan, retention or change-in-control-related opportunities) that are, in each case, no less favorable than those provided to offer employment similarly situated employees of Buyer, and (each a "Prospective Employee" andc) health, welfare and fringe benefits commensurate with those provided to, at Buyer’s election, (Y) to such Continuing Employee by the Acquired Companies immediately prior to the Closing or (Z) those provided to similarly situated employees of Buyer. Buyer will, or will cause the Acquired Companies to, (i) provide the Specified Employees and Continuing Employees service credit for eligibility for 401(k) plans, vesting and vacation accruals, under any employee benefit plans or arrangements maintained by Buyer or the Acquired Companies that Buyer, in its discretion, makes available to such Specified Employees and Continuing Employees (collectively, the "Prospective “Buyer Plans”) for such Specified Employees"). Seller shall use ’ and Continuing Employees’ service with the Company to the same extent recognized by the Company; provided, however, that no such service will be required to be recognized to the extent such recognition would result in the duplication of benefits, subject to the terms of the Buyer Plan; (ii) take commercially reasonable efforts to assist Purchaser waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Specified Employees and Continuing Employees under any Buyer Plan that is a welfare benefit plan in obtaining the employment of the Prospective Employees. (b) Effective on which such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 employees are eligible to participate after the Closing Date, accrue bonuses ; and commissions of Seller's employees consistent with past practices. (diii) Seller shall be solely responsible take commercially reasonable efforts to provide credit under any such welfare plan for and shall pay and fund in full to all of its employees and contractors all compensation, incentive any pre-Closing co-payments, bonusesdeductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs solely to the extent the records of the analogous Company plans reflect such payments were made under such plan. No provision of this Agreement shall (i) create any third-party beneficiary or other rights in any current or former employee, retirement annuitiesdirector, deferred compensationmanager, profit sharing benefitsofficer, stock incentives and independent contractor or other service provider of the Acquired Companies to enforce the provisions of this Section 7.13, (ii) be construed as an amendment, waiver or creation of any accrued sick payCompany Benefit Plan (whether of the Acquired Companies, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under Sellers, Buyer or any Contract or Employee Benefit Planof their respective Affiliates), or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability (iii) limit in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result right of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional AgreementAcquired Companies, Purchaser is not assumingSellers, nor shall it have any responsibility whatsoever for the continuation ofBuyer, or their respective Affiliates to amend or terminate any liabilities under or in connection with, any Employee Company Benefit Plan at any time, or (iv) create any employment contractright to employment, collective bargaining agreementcontinued employment, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its currentthe Acquired Companies, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) ofBuyer, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchasertheir respective Affiliates. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered is under no obligation to Seller a list assume or hire any employees of the Hospital (the "Prospective Employee List") containing “Hospital Employees”), but will provide an opportunity for any employee of the names of all persons who are actively employed by Seller in connection Hospital to apply for a job with the Acquired Business to whom Purchaser. Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall will use its commercially reasonable efforts to assist make its employment decisions regarding the Hospital Employees prior to the Closing Date so that Purchaser will be in obtaining the employment a position to hire those Hospital Employees that it elects, in its sole discretion, to hire effective as of the Prospective Effective Time. Purchaser will make its employment decisions based on employee screening conducted by Purchaser. For purposes of this Agreement, all Hospital Employees that are hired by Purchaser shall be referred to herein as the “Hired Employees”). (b) Effective on such date Subject to adjusting the Purchase Price for the Assumed PTO Amount as mutually agreed between set forth in Section 2.2 of this Agreement, Purchaser and will allow all Hired Employees to roll over a maximum of eighty (80) hours of paid-time off per Hired Employee. Seller , shall bear all responsibility for any liabilities associated with any accrued paid-time off exceeding eighty (80) hours for each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of PurchaserHired Employee. (c) In connection with the Closing, Purchaser will pay Seller shallthe Severance Amount. Following the Closing, from January 1, 1998 Seller shall bear all responsibility for disbursing the Severance Amount to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practicesnon-hired Hospital Employees. (d) Seller On and after the Effective Time, the Hired Employees shall be solely responsible eligible for a medical and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed hospital plan sponsored by Purchaser. Seller shall Preexisting condition limitations will be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code waived with respect to continuation of group medical coverage with respect Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to its respective employeesthe Effective Time. (e) Except as may otherwise Seller shall be provided in responsible to provide continuation coverage pursuant to the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, requirements of Code Section 4980B and shall not be deemed to be, a successor employer to Seller Part 6 of Subtitle B of Title I of ERISA (“COBRA Coverage”) with respect to any Employee Benefit Plan; the Hospital Employees (and no plan adopted their dependents) whose qualifying event occurred prior to the date on which the Hospital Employees become Hired Employees. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or maintained by Purchaser after the Closing is date on which the Hospital Employees become Hired Employees. In the event Purchaser elects not to hire any Hospital Employee by reason of a Hospital Employee failing to meet Purchaser’s eligibility requirements or otherwise, Seller shall be deemed responsible to be a "successor plan," as provide COBRA Coverage to such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by PurchaserHospital Employee. (f) Neither Purchaser nor Seller intend this Agreement to create any rights The Hospital Employees shall not be deemed direct or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary beneficiaries of the covenants contained in or under this AgreementSection 6.3.

Certain Employee Matters. (a) Purchaser has delivered The merger agreement contains certain agreements of the parties with respect to Seller a list (various employee matters, which are described below. As soon as administratively practicable after the "Prospective Employee List") containing effective time of the names merger, TriCo will take all reasonable action so that employees of all persons who FNBB and its subsidiaries will be entitled to participate in the TriCo and Tri Counties Bank employee benefit plans of general applicability to the same extent as similarly-situated employees of TriCo and its subsidiaries, provided that coverage shall be continued under the corresponding benefit plans of FNBB and its subsidiaries until such employees are actively employed by Seller permitted to participate in connection with the Acquired Business TriCo benefit plans. TriCo and Tri Counties Bank, however, shall not be under any obligation to whom Purchaser intends make any grants to offer employment (each a "Prospective Employee" and, collectivelyany former employee of FNBB and its subsidiaries under any discretionary equity compensation plan of TriCo. For purposes of determining eligibility to participate in, the "Prospective Employees")vesting of benefits and for all other purposes, other than for accrual of pension benefits under, the TriCo employee benefit plans, TriCo will recognize years of service with FNBB and its subsidiaries, to the same extent as such service was credited for such purpose by FNBB and its subsidiaries, except where such recognition would result in duplication of benefits. Seller Nothing contained in the merger agreement shall use commercially reasonable efforts limit the ability of TriCo to assist Purchaser amend or terminate any TriCo or FNBB benefit plan in obtaining accordance with their terms at any time. At the employment time the employees of FNBB and its subsidiaries become eligible to participate in a medical, dental, health, life or disability plan of TriCo and its subsidiaries, TriCo will cause each such plan to: • waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plans of TriCo; • provide full credit under such medical, health or dental plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the Prospective Employees. (b) Effective calendar year prior to such participation; and • waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer or after the effective time of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 the merger to the Closing Dateextent such employee had satisfied any similar limitation or requirement under a corresponding FNBB plan prior to the effective time of the merger. At and following the effective time of the merger, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller TriCo shall be solely responsible for honor and shall pay continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and fund in full to contractual rights of, current and former employees of FNBB and its subsidiaries and current and former directors of FNBB and its subsidiaries existing as of the effective date of the merger, as well as all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuitiesbonus, deferred compensation, profit sharing benefitssupplemental retirement plan, stock incentives salary continuation, severance, termination, change in control or other existing plans and any accrued sick paypolicies of FNBB and its subsidiaries that were disclosed to TriCo. TriCo has agreed that those employees of FNBB and its subsidiaries (i) who are not offered employment by TriCo following the effective date of the merger, vacation pay and who are not a party to an employment agreement or otherwise entitled to an existing severance pay accrued through to and including the Closing Date for which Seller is obligated package, change in control benefit or payments under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulationsalary continuation plan, and Seller shall satisfy all other obligations who sign and deliver (and do not revoke) a termination and release agreement or (ii) who are terminated by TriCo without cause prior to such employees accrued through the first anniversary of the effective date of the merger and deliver (and do not revoke) a termination and release agreement, will be entitled to receive a single lump sum payment of severance in an amount and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change accordance with the terms of any employee loan as a result severance policy agreed to by the parties. Pursuant to the merger agreement, FNBB is required, prior to the closing of the change merger, to have made all discretionary employee contributions to the First National Bank retirement plan, to provide for full vesting of employer all non-elective contributions under such retirement plan for so long as all participants, and to take all actions necessary to terminate such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from retirement plan effective no later than the consummation business day preceding the closing date of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employeesmerger. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

Certain Employee Matters. (a) Purchaser has delivered and/or HHC Pennsylvania shall make offers of employment to all, or substantially all, of the employees of Seller a list (the "Prospective Employee List") containing the names of all persons who are actively and its Affiliates employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment operation of the Prospective Employees. (b) Effective on Hospital. Any of such date as mutually agreed between Purchaser and Seller , each Prospective Employee employees who accepts an offer of employment by with Purchaser and/or HHC Pennsylvania as of or after the Effective Time shall be referred to in this Agreement as the “Hired Employees.” (b) Purchaser shall be responsible to provide continuation coverage pursuant to the requirements of Code Section 4980B and thereafter commences such employment Treasury regulations thereunder and Part 6 of Title I of ERISA (“COBRA Coverage”) to any qualified beneficiaries under any Plan required to provide COBRA Coverage. Purchaser and/or HHC Pennsylvania shall be responsible in accordance with the requirements of Code Section 4980B and Treasury regulations thereunder and Article 6 of Title I of ERISA to provide COBRA Coverage with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which the Hospital’s employees become an employee Hired Employees and who become qualified beneficiaries of Purchasera Purchaser health plan subject to COBRA Coverage. (c) To the extent consistent with any lawful agreement between Seller shall, from January 1, 1998 and a Hired Employee entered into before the Closing Date in connection with a participant loan to the Hired Employee under Seller’s 403(b) Program and not inconsistent with any lawful action of the Hired Employee taken before or after the Closing Date, accrue bonuses and commissions Purchaser or HHC Pennsylvania, as the case may be, shall withhold from the wages of Seller's employees consistent any Hired Employee after the Closing Date the periodic repayments required under the terms of any participant loan received by such employee from his or her 403(b) Account, until such loan is repaid or the Hired Employee’s service with past practicesPurchaser or HHC Pennsylvania, as the case may be, is terminated. (d) Seller Neither Seller, Purchaser, HHC Pennsylvania nor any of their Affiliates shall permit any new participant loan to be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract received by a Hired Employee from his or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including her 403(b) Account after the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement