Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) Seller shall, and (with respect to 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 “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of 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 transactions contemplated herein. (b) 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.

Certain Employee Matters. (a) Seller shall, Purchaser 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 which employs individuals at any of the Hospitals, (whether such employees located in Canada) shall cause ▇▇▇▇▇▇ Canada toare full time employees, terminate part-time employees, on short-term disability or cause the termination of all employees principally engaged in the Transferred Business (including employees on temporary leave of absenceabsence pursuant to Seller's policies, including family medical leave, military leave, temporary disability the Family and Medical Leave Act of 1993 or sick leaveother similar local law, but excluding those employees on who have been granted long-term disability or other unpaid leave) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”benefits) as of the Closing Date and thereafter timely pay all wages(the "Hospitals' Employees"). Notwithstanding the foregoing, withholding taxes and 401(kPurchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section (a) contributions (including employer match), if any, of such employees which shall be prorated individuals will remain employed by Seller or its applicable affiliate as of the end Effective Time (the "Retained Management Employees"). Any of the shift 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 ends on 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, together with any employee bonuses payable in connection with the transactions contemplated herein. (b) Buyer shallPurchaser 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, and either by (with respect to i) crediting such employees located the accrued time off reflected in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer the employment to each Transferred Business Employee effective records of Seller as 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, 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 policies with respect to accumulated sick time. (c) After the Closing Date, provide to all Transferred Business Hired Employees not less than shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with the same wages Subsidiaries and not less than substantially comparable benefits in the aggregate to what they had immediately Seller's affiliates, as applicable, on or prior to the Closing Date for purposes of determining eligibility to participate and ensure that a sufficient number amount of Transferred Business benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) after their covered dependents unless such preexisting condition limitations were applicable on or prior to the Closing Date. In addition, 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 order to avoid causing a mass layoff Seller's (or plant closing byits affiliate's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or any liability to, the Seller under the WARN Act or similar law out-of-pocket maximum in the State current fiscal year of New York or by reason of the transactions contemplated to occur at Closing. Each of the Transferred Business Purchaser's medical and health plan that covers Hired 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 following 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or BuyerDate. (cd) Provided that Buyer complies with each of the covenants set forth in this Section 5.02Within two (2) years after Closing, and except as set forth in this Section 5.02, Buyer will have no liability or obligation in connection with SellerPurchaser'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 Plan shall (i) contributions be amended to provide for a plan-to-plan transfer from Seller's (or payments its affiliate's) plan with respect to the Hospitals' Employees (other than the Retained Management Employees) that is qualified under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any Section 401(a) and 401(k) plan contributionsof the Code, or (ii) claimsaccept a transfer of assets from the above plan, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.(iii) file any 36 41

Certain Employee Matters. (a) Seller shall, The Company covenants and (with respect agrees ------------------------ that it will maintain adequate staffing levels to employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate or cause effectively manage and operate 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 “Transferred Business Employees”) as of until the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer matchit being understood that so long as the Company fulfills this covenant the failure of any employees offered employment by the Buyer in accordance with the provisions of this Section 1.5 to accept such offer of employment shall not constitute a Business Material Adverse Effect (as defined below), if any, of such employees which shall be prorated as of the end of the shift that ends on ). On or prior to the Closing Date, together with the Buyer shall offer employment to a minimum of 90% of the individuals listed on Schedule 2.16 attached hereto (the ------------- "ERP List") who are still employees of the Company at such time on terms and conditions which, taken as a whole, are substantially similar to the economic terms and conditions of such individuals' employment arrangements as of the date hereof. In the event that any individual on the ERP List is offered employment by the Buyer and declines such offer of employment, the Company shall not create or maintain any position (whether as an employee bonuses payable or consultant) for such individual in connection the Company's remaining operations for 12 months from and after the Closing Date. To the extent that any obligations arise as a result of the termination of any individual's employment with the transactions contemplated hereinCompany, including severance payments, stay bonuses and accrued vacation and sick time, such obligations shall be and remain the liability of the Company and shall be satisfied in full on or prior to the Closing Date. (b) Buyer shall, From 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 after the date hereof through 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 Transferred Business Employee shall be entitled to enforce any of contact the provisions of this Section 5.02 against Seller or Buyerindividuals listed on Schedule 1.5(b) --------------- attached hereto to discuss possible employment with the Buyer after the Closing Date. (c) Provided that Buyer complies with each On or prior to the Closing Date, the Company shall pay a pro rata portion 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 bonuses payable under its current employee bonus program up to the Closing Date to all eligible employees or former employees and their beneficiaries (including former on the ERP List who are still employees of the Transferred Business who do not become employees Company at the Closing Date (the "Employee Bonuses"). (d) Nothing expressed or implied herein shall confer upon any past or present employee of the Company, their representatives, beneficiaries, successors and assigns, nor upon any collective bargaining agent, any rights or remedies of any nature, including, without limitation, any rights to employment or continued employment with the Buyer) for (i) contributions to or payments under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributionsthe Company, or any successor or affiliate; nor shall the Buyer, the Company or their affiliates be precluded or prevented from terminating or amending any Employee Plan (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilitiesas defined below).

Certain Employee Matters. (a) Prior to the Closing Date, the Seller shallshall update the list of Employees disclosed on Schedule 5.08(a) hereto to reflect new hires and terminations of employment between the date hereof and the fifth (5th) Business Day prior to the Closing Date. (b) The Purchaser shall (on behalf of itself or any Affiliate thereof (any such Affiliate, a “Purchaser Benefit Party”)) make offers of employment in writing to all Employees listed on Schedule 5.08(b) for employment with the Purchaser or a Purchaser Benefit Party commencing on the applicable Employee Transfer Date and otherwise on the terms and conditions set forth in this Section 5.08, and each Employee shall have at least five (with respect 5) Business Days from his or her receipt of an offer from the Purchaser to employees located in Canadaaccept the offer. Neither the Seller nor any of its Affiliates (each a “Seller Benefit Party”) shall cause ▇▇▇▇▇▇ Canada toinduce or otherwise attempt to influence any such Employee to not accept his or her offer of employment from the Purchaser. Each Employee who accepts the Purchaser’s offer of employment shall be hired by the applicable Purchaser Benefit Party effective as of the applicable Employee Transfer Date, terminate it being understood that such Employee will thereafter become an employee of such Purchaser Benefit Party (such Employees to collectively be referred to as the “Transferred Employees”). The parties hereto and their Affiliates will cooperate in good faith to effect the hiring of Employees described in this Section 5.08(b). In respect of any Employee who is (i) absent from work due to short 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 leavean authorized leave of absence and (ii) and set forth on Schedule 5.02(areturns to work within six (6) (the “Transferred Business Employees”) as of months following the Closing Date and thereafter timely pay all wagesor such later period as the Employee has the right to return to work under applicable Law (any such Employee, withholding taxes and 401(k) contributions (including employer match), if any, of 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 transactions contemplated herein. (b) Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (a “TOGLeave Employee”), to the Purchaser’s offer of employment to each Transferred Business the Leave Employee shall provide for employment effective as of the Closing Datedate on which such Leave Employee returns to work and, provide to all Transferred Business Employees not less than if such Leave Employee accepts 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 Purchaser’s offer 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.and

Certain Employee Matters. (a) Seller shallPurchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to substantially all Deaconess Employees (whether such employees are full-time employees, and (with respect to employees located in Canada) shall cause ▇▇▇▇▇▇ Canada topart-time employees, terminate on short-term 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-long- term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other unpaid leave) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”similar local law) as of the Closing Date and thereafter timely pay all wagesDate. Notwithstanding the foregoing, withholding taxes and 401(k) contributions (including employer matchPurchaser acknowledges that Seller has the right, but is not required, to retain any management-level Deaconess Employee who does not accept Purchaser's employment offer made under this Section 10.1(a), if any, of such employees which shall be prorated individuals will remain employed by Seller as of the end Closing Date (the "Retained Management Employees"). Any of the shift Deaconess Employees who accept an offer of employment with Purchaser as of or after the Closing Date shall be referred to in this Agreement as the "Hired Employees." Purchaser agrees that ends on it shall continue to employ in comparable positions the Hired Employees for a period of no less than ninety (90) calendar days following the Closing Date, together with unless Purchaser sooner terminates the employment of any employee bonuses payable Hired Employee for cause or any Hired Employee voluntarily resigns or retires. For a period of one year from the Closing Date, Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees on and after the Closing Date are, in connection with the transactions contemplated herein. (b) Buyer shallaggregate, and (with respect substantially equivalent to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer employment to each Transferred Business Employee effective that provided the Deaconess Employees as of the Closing Date, provided, however, that the entitlement of any of the Deaconess Employees to retention bonuses as of the Closing Date shall not constitute a term and condition of employment of any Hired Employee as to which Purchaser must provide to a substantially equivalent benefit. (b) Purchaser shall give all Transferred Business Hired Employees not less than full credit for extended sick pay (Reserve Sick) as of the same wages Closing Date, and not less than substantially comparable benefits all other paid time off pay, either by (i) crediting such employees the time off reflected in the aggregate to what they had employment records of Seller immediately prior to the Closing Date and ensure Date, or (ii) by making full payments to such employees of the amounts that a sufficient number of Transferred Business such employees would have received had they taken such paid time off. (c) Hired Employees are offered and provided employment shall be eligible 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 medical and hospital plan sponsored by reason of the transactions contemplated to occur at ClosingPurchaser. Each of the Transferred Business Hired Employees shall be given credit under the benefit plans for periods 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 TOGemployment with Seller, as applicable, prior to the Closing Date for purposes of determining eligibility to participate and vesting of benefits in Purchaser's employee benefit plans, and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting conditions, to the extent required by law, were applicable prior to the Closing Date. (d) Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code section 4980B and Part 6 of Title I of ERISA ("COBRA Coverage") with respect to the Deaconess Employees (and their dependents) whose qualifying event occurred prior to the date on which the Deaconess 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 after the date on which such Deaconess Employees become Hired Employees. (e) After the Closing Date, Purchaser's human resources department will give reasonable assistance to Seller's human resources department with respect to Seller's post-Closing administration of Seller's pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Deaconess Employees (other than the Retained Management Employees). Within ten (10) days after the Closing Date, Purchaser shall provide to Seller a list of all of the Transferred Business Deaconess Employees who were offered employment by Purchaser but refused such employment. (f) With respect to all earned but untaken paid time offDeaconess Employees (including Hired Employees), Seller shall be responsible for and shall pay, on or payment in lieu thereof, credited prior to the Transferred Business Employees Closing Date, all wages, bonuses, vacation pay, pay for other compensated absences and other remuneration (including mandatory or discretionary benefits) earned or accrued by Seller and ▇▇▇▇▇▇ Canada, as applicable, such employees as of the close of business on the Closing Date, including any related payroll deductions (such as FICA 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 pension or other employee benefit plansplan contributions and employment Taxes) with respect thereto, stock options, programs, arrangements or understandings regardless of Seller, whether such amounts have been accrued on the books of Seller at the close of business on the Closing Date. (g) Seller shall have liability for and shall pay all severance payments (if any) due to any of the Deaconess Employees (including any 401(kHired Employee) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out as a result of or in connection the termination of their employment with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.

Certain Employee Matters. Buyer shall make offers of employment to the employees of Seller listed on Schedule 8.1 (a) Seller shallcollectively, the “Employees”), and (with respect to employees located in Canada) Seller shall cause ▇▇▇▇▇▇ Canada to, terminate or cause the termination employment of all employees principally engaged in Employees, as of and conditioned upon the Transferred Business (including employees occurrence of the Closing. Buyer and Seller hereby acknowledge that any such offers of employment to the Employees shall be made on temporary leave of absencean at-will basis. If accepted, 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 “Transferred Business Employees”) each hired Employee shall commence employment with Buyer effective as of the Closing Date and, to the extent required by any provision of the WARN Acts, such employment shall be on terms and thereafter timely pay all wagesconditions substantially similar to the Hired Employee’s terms and conditions of employment with Seller; except, withholding taxes and 401(k) contributions notwithstanding the foregoing, Buyer agrees to compensate such Employee at an annual rate no less than the rate set forth in the “Total” column of Schedule 8.1. Schedule 8.1 accurately sets forth, by Location with respect to each Employee of Seller at such Location (including employer match), if any, any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such employees which shall be prorated Employee and the date as of which such Employee was originally hired by Seller and whether the end of the shift Employee is on an active or inactive status; (b) such Employee’s title and classification and (c) any governmental authorization or Permit that ends on the Closing Date, together with any employee bonuses payable is held by such Employee and that is used in connection with Seller’s Business. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with Buyer for any specified period and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, Buyer and Seller acknowledge that the transactions contemplated herein. (b) Buyer actual employment of any Employee shall, and (with respect except as provided herein, be subject to employees located Buyer’s right, in Canada) shall cause The Orthotic Group Inc. (“TOG”)its sole discretion, to offer establish and modify, from time to time, the terms and conditions of the Employee’s employment and to each Transferred Business terminate such employment at any time. Except as Buyer may otherwise expressly agree in writing, any Employee hired by Buyer shall be treated as a new, at-will employee of Buyer; provided that, such Hired Employees shall be permitted to enroll and commence active participation in Buyer’s employee benefit plans effective as of the Closing DateDate (with full credit for prior service with Seller and, provide with respect to Buyer’s welfare plans, waiver of pre-existing condition limitations (to the extent satisfied under Seller’s corresponding plan prior to Closing) and recognition of all Transferred Business co-pays and deductibles paid under Seller’s corresponding plans during the year of Closing). Buyer shall not take any action on or after the Closing Date that would cause any loss of employment by Seller’s Employees not less than the same wages and not less than substantially comparable benefits in the aggregate to what they had immediately on or prior to the Closing Date (including as a result of the consummation of the transaction contemplated by this Agreement) to constitute a “plant closing,” “mass layoff,” “termination of operations” or similar event under any provision of the WARN Acts and ensure Buyer shall provide any required notices under the WARN Acts with respect to any loss of employment affecting Employees 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) occurs on or after the Closing Date (including as a result of the consummation of the transaction contemplated by this Agreement). For the avoidance of doubt, it is the intent of the partiers that Buyer’s obligations under this Section 8.1.1 be limited to (a) only those requirement necessary in order to avoid causing a “plant closing,” “mass layoff or plant closing by, or layoff,” “termination of operations” and similar event under any liability to, the Seller under provision of the WARN Act or similar law in the State of New York or by reason Acts as a result of the transactions contemplated to occur at Closing. Each termination of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, employment with Seller 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 a result 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 consummation of the Closing transaction contemplated by this Agreement and disclosed (b) hiring the Employees set forth on Schedule 5.02(b). The Transferred Business 8.1 and providing such 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, annual compensation no such Transferred Business Employee shall be entitled to enforce any of less than the provisions of this Section 5.02 against Seller or Buyer. (c) Provided that Buyer complies with each of the covenants rate set forth in this Section 5.02the “Total” column, and except as set forth in this Section 5.02each case (a) and (b), Buyer will have no liability or obligation in connection with Seller's shall otherwise be permitted to renegotiate and ▇▇▇▇▇▇ Canada’s employees or former employees and their beneficiaries (including former employees terminate the employment of the Transferred Business who do not become employees of the Buyer) Employees at such times and for (i) contributions to or payments under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilitiessuch reasons as Buyer sees fit.

Certain Employee Matters. (a) Seller shall, The Company covenants and (with respect agrees that it will maintain adequate staffing levels to employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate or cause effectively manage and operate 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 “Transferred Business Employees”) as of until the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer matchit being understood that so long as the Company fulfills this covenant the failure of any employees offered employment by the Buyer in accordance with the provisions of this Section 1.5 to accept such offer of employment shall not constitute a Business Material Adverse Effect (as defined below), if any, of such employees which shall be prorated as of the end of the shift that ends on ). On or prior to the Closing Date, together with the Buyer shall offer employment to a minimum of 90% of the individuals listed on Schedule 2.16 attached hereto (the "ERP List") who are still employees of the Company at such time on terms and conditions which, taken as a whole, are substantially similar to the economic terms and conditions of such individuals' employment arrangements as of the date hereof. In the event that any individual on the ERP List is offered employment by the Buyer and declines such offer of employment, the Company shall not create or maintain any position (whether as an employee bonuses payable or consultant) for such individual in connection the Company's remaining operations for 12 months from and after the Closing Date. To the extent that any obligations arise as a result of the termination of any individual's employment with the transactions contemplated hereinCompany, including severance payments, stay bonuses and accrued vacation and sick time, such obligations shall be and remain the liability of the Company and shall be satisfied in full on or prior to the Closing Date. (b) Buyer shall, From 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 after the date hereof through 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 Transferred Business Employee shall be entitled to enforce any of contact the provisions of this Section 5.02 against Seller or Buyerindividuals listed on Schedule 1.5(b) attached hereto to discuss possible employment with the Buyer after the Closing Date. (c) Provided that Buyer complies with each On or prior to the Closing Date, the Company shall pay a pro rata portion 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 bonuses payable under its current employee bonus program up to the Closing Date to all eligible employees or former employees and their beneficiaries (including former on the ERP List who are still employees of the Transferred Business who do not become employees Company at the Closing Date (the "Employee Bonuses"). (d) Nothing expressed or implied herein shall confer upon any past or present employee of the Company, their representatives, beneficiaries, successors and assigns, nor upon any collective bargaining agent, any rights or remedies of any nature, including, without limitation, any rights to employment or continued employment with the Buyer) for (i) contributions to or payments under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributionsthe Company, or any successor or affiliate; nor shall the Buyer, the Company or their affiliates be precluded or prevented from terminating or amending any Employee Plan (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilitiesas defined below).

Certain Employee Matters. (a) Seller shall, and (with respect Buyer or its designated Affiliate shall offer employment to 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 “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wagesBusiness Employees, withholding taxes and 401(k) contributions (including employer match)subject to Buyer’s standard preemployment screening criteria, if any, of such employees which shall be prorated as of the end Effective Time. Subject to the reasonable application of the shift that ends on the Closing DateBuyer’s and Buyer’s Affiliates’ respective employment practices and compensation and benefits policies and procedures, together with any employee bonuses payable in connection with the transactions contemplated herein. (b) Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to or its designated Affiliate will offer employment to such Closing Date Business Employees at each Transferred such Closing Date Business Employee effective 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, provide to all Transferred Business Employees whether or not less on a leave of absence. No later than the same wages and not less than substantially comparable benefits in the aggregate to what they had immediately 10 days prior to the Closing Date Closing, Sellers shall deliver to Buyer a schedule specifically referencing this Section 5.13(a) and ensure that a sufficient number identifying each 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 byBusiness Employees, or any liability toincluding each such Closing Date Business Employee’s title, the Seller under the WARN Act or similar law in the State job position, location of New York or by reason employment and salary. Any of the transactions contemplated Closing Date Business Employees who accept an offer of employment with Buyer as of or promptly after the Effective Time shall be referred to occur at Closing. Each in this Agreement as the “Hired Employees.” Any of the Transferred Closing Date Business Employees who do not accept an offer of employment with Buyer as of or promptly after the Effective Time shall be given credit under referred to in this Agreement as 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 “Rejecting Employees.” Any of the Transferred Closing Date 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, whom Buyer either (i) does not offer employment 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, Effective Time or (ii) claims, demands, administrative proceedings or suits arising out does not offer employment as of or in connection the Effective Time on terms and conditions consistent with alleged unlawful employment practices of Seller, all of which this Section 5.13(a) shall be Excluded Liabilitiesreferred 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 Section 5.13 for a period of no less than 24 months following the Closing Date, 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 procedures applicable to Buyer’s workforce, as a whole, or (y) in the event any Hired Employee voluntarily resigns or retires.

Certain Employee Matters. (a) Seller shallAs of the Effective Date, Sellers and Purchasers shall have caused the transfer of employment to 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 “Transition Period”). All such employment arrangements will be upon substantially the same terms and conditions with respect to base salaries or wages, job duties, titles and responsibilities provided by the Sellers or affiliates of the Sellers before Closing (subject to employee background checks to the extent required by law and applicable collective bargaining agreements). All employees who accept an offer of employment by the Purchasers shall be referred to collectively in this Agreement as the “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 (the “Retained Employees”). After the Transition Period, the Purchasers shall continue to employ the Hired Employees as it reasonably deems necessary and appropriate to support the operations of the Facilities. 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 Date, 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 with the Sellers or the Sellers’ affiliates prior to the Effective 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 the Hired Employees and their covered dependents unless such 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 be applied toward satisfaction of the 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) The Purchasers shall be responsible to provide continuation coverage pursuant to the requirements of section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of 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 located in Canadaon disability) 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 “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of which such employees which shall be prorated as of the end of the shift that ends on become Hired Employees. (d) After the Closing Date, together with any employee bonuses payable in connection with the transactions contemplated herein. (b) Buyer shall, Purchasers’ human resources department will give reasonable assistance to the Sellers’ and (their affiliates’ human resources department with respect to employees located in Canadathe Sellers’ and the Sellers’ affiliates’ post-Closing administration of the Sellers’ and the Sellers’ affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Hired Employees. Within ten (10) shall cause The Orthotic Group Inc. (“TOG”), to offer employment to each Transferred Business Employee effective as of days after the Closing Date, the Purchasers shall provide to the Sellers a list of all Transferred Business Employees not less than the same wages and not less than substantially comparable benefits in employees who were offered employment by the aggregate to what they had immediately prior Purchasers but refused such employment. Notwithstanding anything 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 bycontrary, 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 7.3 shall not become employees of the Buyer) for (i) contributions to or payments under create any Plans of Seller legal or other employee benefit plansrights or interests in the Sellers, stock options, programs, arrangements the Sellers’ affiliates or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilitiesthird-party beneficiaries.

Certain Employee Matters. (a) Seller 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 A to the Parent (any such employees who so continue or accept such offer of employment being referred to herein as the "Hired Employees"). Such employment shall be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent 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 (with 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) With respect to employees located in Canadathe 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 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) 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 “Transferred Business Employees”) provide immediate coverage as of the Closing Date without any waiting period, (ii) waive any pre-existing condition exclusions or limitations, and thereafter timely pay (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 wages, withholding taxes current and 401(kformer employees participating in the Parent's health plan along with a listing of each employee's deductible and co-insurance payments through the Closing Date. (c) contributions (including employer match), if any, of such employees which shall be prorated Effective as of the end Closing, the Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, personal holidays and vacation pay for Hired Employees, provided that the vacation pay costs as of the shift Latest Balance Sheet Date have been accrued and reflected on the Latest Balance Sheet. (d) Parent shall take such actions as are necessary to provide that ends on 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 eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for rollover to the Alliance "401(k)" plan. The Purchasers shall take such action as is necessary after the Closing Date to provide that the Alliance "401(k)" plan will allow rollovers of distributions from the ASHS 401(k) Plan. (e) After the Closing Date, together with any employee bonuses payable in connection with the transactions contemplated hereinPurchasers and the Sellers agree to take such actions as are necessary to provide for the transfer of the account balances of the flexible spending accounts of each Hired Employee from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall provide for the reimbursement from the Alliance "Section 125" plan of medical and childcare expenses incurred by Hired Employees during 1998. (bf) 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 After the Closing Date, provide the Purchasers shall be responsible for providing health care continuation coverage pursuant to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), to the extent required by COBRA, for all Transferred Business Employees not less than former employees of the same wages and not less than substantially comparable benefits Entities and/or their "qualified beneficiaries" (as such term is defined in the aggregate to what they had immediately Part 6 of Title I of ERISA) who were receiving health care continuation coverage under COBRA prior to the Closing Date and ensure that a sufficient number of Transferred Business Employees or who are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) or become eligible to receive such coverage on or 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 Date. As 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 TOGdate hereof, 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or 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 there were 2 former employees of the Transferred Business Entities and/or their "qualified beneficiaries" who do not become were receiving health care continuation coverage under COBRA and 8 former employees of the Buyer) for (i) contributions to or payments who experienced a "qualifying event" under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded LiabilitiesCOBRA.

Certain Employee Matters. (a) Seller shall, and (with respect On or before the fifth day prior to 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 “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall be prorated as of the end of the shift that ends on the Closing Date, together with Purchaser shall offer, or shall cause one or more of the Insurance Subsidiaries to offer, employment to any employee bonuses payable in connection with one or more of the individuals identified on Schedule 3.10(a) (the "Employees"), each such offer to be contingent upon the consummation of the transactions contemplated hereinby this Agreement. (Each Employee who accepts Purchaser's offer of employment on or prior to the Closing Date shall hereinafter be referred to as a "Transferred Employee" and collectively as "Transferred Employees"). Purchaser or the 50 applicable Insurance Subsidiary shall be free to terminate the employment of any Transferred Employee so employed thereby at any time after the Closing Date. (b) 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 Effective as of the Closing Date, provide the Purchaser shall assume the sponsorship (or liabilities, as the case may be) of, or shall cause one or more of the Insurance Subsidiaries to assume the sponsorship (or 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 Transferred Business Employees not less than of his or her service for Seller or either of the same wages Insurance Subsidiaries under Purchaser's employee benefit plans, arrangements and policies for purposes of eligibility and vesting only (and not less than substantially comparable benefits in for purposes of benefit accrual, except for the aggregate purposes of benefit accrual under the Assumed Plans), but solely to what they had 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 Date. (d) Purchaser and ensure that a sufficient number of its respective Subsidiaries will, or will cause the Insurance Subsidiaries to provide each Transferred Business Employees are offered Employee with credit for any co-payments and provided employment for a sufficient period (but deductibles paid thereby in no event less than ninety (90) days) after the year 2000 under Seller's respective plans prior to the Closing Date in order satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible 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 participate after 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or BuyerDate. (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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.

Certain Employee Matters. (a) Seller shall, and (with respect to 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 “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall be prorated as of the end of the shift that ends on On the Closing Date, together with any employee bonuses payable in connection with the transactions contemplated herein. (b) Buyer shallwill, and (with respect to employees located in Canada) shall or will cause The Orthotic Group Inc. (“TOG”)one of its Affiliates to, to extend an offer employment to each Transferred Business Employee of employment, effective as of the Closing Date, provide to all Transferred each Business Employees not (i) at a base salary or hourly wage rate that is no less than the same wages salary or rate set forth next to such employee’s name on Schedule 4.1(m)(i) and not (ii) with a target bonus or commissions opportunity (as applicable) that is no less than substantially comparable benefits the opportunity set forth next to such employee’s name on Schedule 4.1(m)(i), and subject to and conditioned on Buyer extending an offer of employment in the aggregate to what they had immediately prior to accordance with this Section 7.1(a), on the Closing Date and ensure that a sufficient number Date, Seller or its respective Affiliate will provide written notice of Transferred Business Employees are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) after termination, effective as of the Closing Date in order Date, 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 Closingeach Business Employee. Each such Business Employee who accepts such offer and commences service with Buyer or its Affiliate (each a “Transferred Employee”) will as of such Business Employee’s commencement of employment with Buyer and its Affiliates (the Transferred Business Employees shall “Transfer Date”) (x) be given credit under the eligible to participate in those employee benefit plans and programs of Buyer and TOGits Affiliates (each, a “Buyer Benefit Plan”) that are made available to similarly situated employees, in each case subject to the terms and conditions of such Buyer Benefit Plan and the policies and procedures of Buyer or such Affiliate and (y) cease participation in, and accrual of benefits under, each Business Benefit Plan, except as otherwise required by law. (b) Buyer will, and will cause its Affiliates to, recognize each Transferred Employee as a “new hire” of Buyer or such Affiliate of Buyer in accordance with this Section 7.1(b), and, accordingly, the terms and conditions of each such Transferred Employees former employment or engagement with the Sellers or an Affiliate of the Sellers or otherwise shall not be applicable to such Transferred Employee’s employment or engagement by Buyer or such Affiliate of Buyer; provided, however, that each such Transferred Employee shall be provided service credit for purposes of eligibility (including, for purposes of any waiting periods and active employment requirements) and for level of paid time off and severance benefits, but not vesting or benefit accrual under Buyer’s or its Affiliates’ employee benefit plans based on such Transferred Employee’s original hire date with such Seller or such Seller’s Affiliate, as applicable (applicable; provided, that notwithstanding the foregoing, for plan eligibility purposes) in respect purposes of all service performed for accrual of paid time off only, such Transferred Employee’s period of employment with Buyer or such Affiliate of Buyer shall be deemed to include his or her period of employment with such Seller or its Affiliates prior to Closingsuch Seller’s Affiliate, as applicable. Buyer agrees that or ▇▇▇▇▇’s Affiliate shall have the sole right with respect to, and be solely responsible for, establishing all terms and conditions relating to the employment or engagement of any identified employee or independent contractor, and nothing contained in this Agreement or otherwise shall obligate Buyer and TOGor Buyer’s Affiliate to hire or engage any employee, independent contractor, or consultant of the Sellers or an Affiliate of the Sellers. (c) The Company or one of its Affiliates, as applicable, will offer and provide to COBRA continuation coverage for all “M&A qualified beneficiaries” as that term is defined in section 54.4980B-9 of the Transferred Business Employees all earned but untaken paid time offTreasury Regulations including current or former employees of the Sellers or their dependents whose COBRA qualifying events occurred at or prior to the Closing and whose COBRA coverage is in effect as of the Closing, or payment in lieu thereof, credited whose election period for choosing such COBRA coverage has not ended as of the Closing. (d) At or prior to the Transferred Business Employees by Seller and ▇▇▇▇▇▇ CanadaClosing, the Company or one of its Affiliates, as applicableapplicable shall terminate and settle all payment obligations (contingent or otherwise) and other similar Liabilities on the part of Sellers or their Affiliates pursuant to the agreements set forth on Schedule 2.4(c) by written agreement with the counterparties to such agreements amending the applicable terms thereof such that, as of and after the Closing Closing, no party to such an agreement or arrangement will have any rights or obligations thereunder with respect to such terminated 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 5.02settled payment obligations and other similar Liabilities, and as such, no such Transferred Business Employee Sellers shall be entitled deliver evidence to enforce any of Buyer at or prior to Closing reflecting Sellers’ compliance with the foregoing. (e) The provisions of this Section 5.02 against Seller 7.1 are for the sole benefit of the parties and nothing herein, express or implied, is intended or shall be construed to (i) obligate Buyer or Buyer. ’s Affiliate, after it has hired or engaged any employee or independent contractor, to continue to employ or engage any employee or independent contractor for any length of time, and the employment or engagement of any such person shall be terminable at will at any time, (cii) Provided that Buyer complies constitute the establishment or adoption of or an amendment to any Employee Benefit Plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Employee Benefit Plan or other compensation or benefit plan, agreement or arrangement, or (iii) confer upon or give any person, other than the parties and their respective permitted successors and assigns, any legal or equitable third-party beneficiary or other rights or remedies with each of respect to the covenants set forth matters provided for in this Section 5.027.1, and except as set forth in under or by reason of any provision of 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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded LiabilitiesAgreement.

Certain Employee Matters. (a) Seller shall, and (with respect to employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate or cause During 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) period (the “Transferred Business Employees”"Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions Effective Time (including whether such employer matchis Seller or an affiliate of Seller), if anysubject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employees which employer, each such Hospital Employee shall be prorated leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. 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 end of the shift that ends on the Closing Date, together with any employee bonuses payable in connection with the transactions contemplated hereinEmployee Leasing Agreement. (b) Buyer shallPurchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees located in Canadaare full time employees, part-time employees or on leave of absence) shall cause The Orthotic Group Inc. as of the Transition Time (“TOG”the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who 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 with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each Transferred Business Employee effective of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees. (c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, provide and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to all Transferred Business Employees not less than such employees, either by (i) crediting such employees the same wages and not less than substantially comparable benefits time off reflected in the aggregate to what they had employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date Date. (d) On and ensure that a sufficient number of Transferred Business after the Transition Time, Hired Employees are offered and provided employment shall be eligible 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 medical and hospital plan sponsored by reason of the transactions contemplated to occur at ClosingPurchaser. Each of the Transferred Business Hired Employees shall be given credit under the benefit plans for periods of Buyer employment with Seller 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 TOGSeller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will provide be waived with respect to all Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time 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 the Transferred Business deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees all earned but untaken paid time offon and after the Transition Time. Purchaser agrees that, or payment for any employee subject to any collective bargaining agreement, if any eligibility described in lieu thereofthis section differs from eligibility described by the collective bargaining agreement, credited the eligibility descriptions of the collective bargaining agreement shall prevail. (e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to the Transferred Business Employees by be employees of Seller and ▇▇▇▇▇▇ CanadaSeller's affiliates (as described in Section 4.9), 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 Transferred Business Employee shall persons will be entitled to enforce any a distribution of their accounts under the provisions of this Section 5.02 against Seller or Buyer. Tenet Healthcare Corporation 40▇(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 or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(k) plan contributions, or (ii) claims, demands, administrative proceedings or suits arising out of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilities.)

Certain Employee Matters. (a) Seller shallSet 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 employees located in Canada) shall cause ▇▇▇▇▇▇ Canada to, terminate any Business Employees who are on short-term or cause the termination of all employees principally engaged in the Transferred Business long-term disability leave (including employees on temporary leave of absenceany Business Employee who (x) has notified his or her manager, including family medical leavesupervisor, military leave, temporary disability or sick leave, but excluding employees on human resources in writing that he or she will be applying for short-term or long-term disability or other unpaid leave(y) and set forth has a pending application for short-term or long-term disability) (each such individual, a “Business Employee on Schedule 5.02(a) Leave”), the estimated monthly Employee Costs for each such Business Employee (the “Transferred Estimated Employee Costs”). No later than forty-five (45) Business EmployeesDays prior to an anticipated Closing Date that has been established in good faith by the 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 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 thereafter timely pay all wages, withholding taxes eighty (180) days (counting periods both before and 401(kafter the Closing Date) contributions following the commencement of such Business Employee’s leave (including employer matchor any later date as required by the applicable Collective Bargaining Agreement), if any(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 employees which Business Employee, the “Employee Payment Period”). (ii) At the end of each month during the Employee Payment Period, Sellers shall be prorated as 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 shift 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 ends on 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 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, together 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 any employee bonuses payable their terms as in connection effect immediately prior to the Closing Date, in each case, to the extent such obligations are consistent with the transactions contemplated herein. (b) Buyer shallobligations contained in the Form of Retention Agreement set forth on Exhibit H attached hereto, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”)monetary obligations, to offer employment 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 each Transferred 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 effective covered by a Collective Bargaining Agreement (A) who is on short-term or long-term disability leave as of the Closing Date, provide 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 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 Transferred 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 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 Employees not less than the same wages and not less than substantially comparable benefits on Leave shall be solely as set forth in the aggregate Designated Services Agreement. No Seller shall be required to what they had 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 acknowledges that, subject to Sellers’ compliance with the 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 Designated 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) 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 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 Date. In addition, and ensure that a sufficient number without limiting the generality of Transferred Business Employees are offered 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 provided employment actively-at-work requirements of such Benefit Plan of Purchasers to be waived for a sufficient period 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 (but in no event less than ninety (90iii) days) after 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 in order to avoid causing a mass layoff or plant closing by, or any liability to, the Seller same extent as 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 corresponding Company Benefit Plan immediately 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 Transferred Business Employee shall be entitled to enforce any of the provisions of this Section 5.02 against Seller or BuyerDate. (c) Provided that Buyer complies Promptly following the date hereof and in any event prior to the Closing Date, 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 (ii) assume such Collective Bargaining Agreements and abide by the terms and conditions of such Collective Bargaining Agreements while they remain in effect with respect to such Continuing Union Employees. (d) Nothing in this Agreement shall be treated as an amendment of, or undertaking to amend, any Benefit Plan or any other benefit plan, program, agreement or arrangement. The provisions of this Section 7.05 are solely for the benefit of the covenants set forth Parties, and nothing in this Section 5.027.05, and except as set forth in this Section 5.02express or implied, Buyer will have no liability or obligation in connection with Seller's and ▇▇▇▇▇▇ Canada’s employees shall confer upon any current or former employees and their beneficiaries (including former employees director, officer, employee or natural person service provider of the Transferred Business who do not become employees of the Buyer) for (i) contributions to Acquired Companies or payments under legal representative or beneficiary thereof, or any Plans of Seller other Person, any rights or other employee benefit plans, stock options, programs, arrangements or understandings of Sellerremedies, including any 401(k) plan contributionsright to employment or continued employment for any specified period, or (ii) claimscompensation or benefits of any nature or kind whatsoever, demandsunder this Agreement or any rights or remedies under any Benefit Plan that such employee, administrative proceedings representative, beneficiary or suits arising out other Person would not otherwise have under the terms of or in connection with alleged unlawful employment practices of Seller, all of which shall be Excluded Liabilitiesthat Benefit Plan.

Certain Employee Matters. (a) Prior to the Closing Date, Seller shallshall update the list of the Employees as disclosed on Schedule 5.10(a) hereto to reflect new hires and terminations of employment between the date of this Agreement and November 2, 2012. (b) Prior to or on November 16, 2012, the Purchaser or an Affiliate thereof (each a “Purchaser Benefit Party,” and collectively, “Purchaser Benefit Parties”) shall make offers of employment in writing to the Employees who are set forth on the list described in Section 5.10(a), which offers shall be for employment with the Purchaser or a Purchaser Benefit Party commencing on the applicable Employee Commencement Effective Time and otherwise on the terms and conditions set forth in this Section 5.10. Each such Employee shall have five (5) Business Days from the receipt of such an offer to accept. Neither the Sellers nor any of its Affiliates (each a “Seller Benefit Party,” and collectively, “Seller Benefit Parties”) shall induce or otherwise attempt to influence any such Employee to resign or to not accept his or her offer of employment from the Purchaser. Each Employee, who shall have accepted the Purchaser’s offer of employment and who shall meet the Purchaser Benefit Parties’ conditions of employment described in Schedule 5.10(b)(i) hereto (the “Purchaser Employment Conditions”) shall be hired by the applicable Purchaser Benefit Party, it being understood that (i) such Employee will thereafter become an employee of such Purchaser Benefit Party (“Purchaser Employee”) for purposes of this Section 5.10 effective as of the applicable Employee Commencement Effective Time and (with respect ii) the parties hereto and their Affiliates will cooperate in good faith to employees located effect the hiring of any Employees set forth on the list described in CanadaSection 5.10(a), who (x) shall cause ▇▇▇▇▇▇ Canada to, terminate are absent from work due to short 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 leavean authorized leave of absence and return to work within ninety (90) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall be prorated as of the end of the shift that ends on days following the Closing Date, together with and (y) shall meet the Purchaser Employment Conditions (any employee bonuses payable in connection such Employee, a “Leave Employee”). If any Employee requires a work permit or employment pass as disclosed on Schedule 5.10(b)(ii) hereto for his or her employment with the transactions contemplated hereinPurchaser or any of the Purchaser Benefit Parties, the Purchaser shall, and shall cause the Purchaser Benefit Parties to, use commercially reasonable efforts to cause any such permit or pass to be obtained and in effect prior to the Employee Commencement Effective Time, and the Sellers shall, and shall cause the Seller Benefit Parties to, take all reasonably necessary or appropriate action at the Purchaser’s expense, as reasonably requested by the Purchaser, to assist in obtaining any such permit or pass prior to the Employee Commencement Effective Time. (bc) Buyer shall, and (with respect to employees located in Canada) shall cause The Orthotic Group Inc. (“TOG”), to offer Purchaser’s offers of employment to each Transferred Business Employee effective shall provide for employment on the following terms and conditions, which terms and conditions the Purchaser shall maintain or cause the applicable Purchaser Benefit Party to maintain for each Purchaser Employee for at least twelve (12) months following the Closing Date (or such shorter period as of a Purchaser Employee is employed by the Purchaser following the Closing Date, provide ): (i) employment in a comparable position to all Transferred Business Employees not less than the same wages and not less than substantially comparable benefits in position such Employee held with the aggregate to what they had Sellers or their Affiliates immediately prior to the Closing Date Date, (ii) the same or greater base salary or rate of pay as in effect immediately prior to the Closing Date, (iii) other compensation and ensure employee benefits that a sufficient number are substantially equivalent in the aggregate to the compensation and benefits that are provided by Sellers and its Affiliates to such Employee immediately prior to the Closing Date, and (iv) severance payments and benefits that are substantially equivalent to the severance benefits provided to Employees under Lafarge North America Inc. Severance Pay Plan; provided, however, that the terms and conditions of Transferred Business the Purchaser Employees who are offered covered by the Labor Agreements (the “Represented Employees”) shall be as set out in the applicable Labor Agreement until such Labor Agreement’s expiration, modification or termination in accordance with its terms or applicable Law. (d) Prior to the Closing, the Sellers and provided employment the Purchaser shall cooperate and the Purchaser shall take all action reasonably necessary in order for a sufficient period (but the Purchaser to assume, effective for periods after the Closing, the Labor Agreements; provided, that the liabilities and obligations under the Labor Agreements shall be assumed only to the extent that such liabilities and obligations arise, relate to and are required to be performed during periods after the Closing. Notwithstanding any provision in this Agreement to the contrary, in no event less than ninety shall the Purchaser Benefit Parties become responsible for liabilities or other obligations under the Labor Agreements that arise or otherwise relate to periods occurring prior to the Closing. The Purchaser shall give written notice to the counterparties to the Labor Agreements regarding Purchaser’s assumption of the Labor Agreements when and as required by the Labor Agreements. (90e) daysAs soon as practicable following the Closing, the Purchaser shall enter into arrangements with the Multiemployer Plans described in Schedule 5.10(e) hereto (“Covered Multiemployer Plans”) to become a new contributing employer therein with respect to the Business and effective for periods on and after the Closing. With respect to the Covered Multiemployer Plans, the parties acknowledge and agree that they do not intend for the transactions contemplated by this Agreement to constitute a withdrawal from the Covered Multiemployer Plans but instead intend to satisfy the conditions set forth in Section 4204 of ERISA in respect of the Covered Multiemployer Plans. In furtherance thereof, the parties agree that they will cooperate in supplying information, documents and communications with the Covered Multiemployer Plans involved, and that the Purchaser shall maintain, for a period of five (5) plan years commencing with the first (1st) plan year beginning after the Closing Date Date, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA or an amount held in order to avoid causing escrow by a mass layoff or plant closing by, or any liability to, the Seller under the WARN Act bank or similar law in the State of New York or by reason of the transactions contemplated financial institution, satisfactory to occur at Closing. Each of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, as applicable such Covered Multiemployer Plan (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, “4204 Bond”), which bond or escrow will provide to all of the Transferred Business Employees all earned but untaken be paid time off, or payment in lieu thereof, credited to the Transferred Business Employees by Seller and ▇▇▇▇▇▇ Canada, as applicable, as of applicable Covered Multiemployer Plan if the Purchaser withdraws from the Covered Multiemployer Plan or fails to make a contribution when due at any time during the first five (5) plan years beginning after the Closing and disclosed on Schedule 5.02(b). The Transferred Business Employees are not intended to be third party beneficiaries of this Agreement orDate, in particular, any subsection of this Section 5.02, and as such, no such Transferred Business Employee shall be entitled an amount equal to enforce any of the provisions of this Section 5.02 against Seller or Buyer.greater of: (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 the average annual contribution required to or payments be made by the Sellers and Seller Benefit Parties to the Covered Multiemployer Plan with respect to the operations under any Plans of Seller or other employee benefit plans, stock options, programs, arrangements or understandings of Seller, including any 401(kthe applicable Labor Agreement for the three (3) plan contributions, or years preceding the plan year in which the Closing Date occurs; and (ii) claims, demands, administrative proceedings or suits arising out of or the annual contribution that the Sellers and Seller Benefit Parties were required to make to the Covered Multiemployer Plan with respect to the operations under the applicable Labor Agreement for the last plan year prior to the plan year in connection with alleged unlawful employment practices of Seller, all of which the Closing Date occurs. The Sellers acknowledge and agree that they will be secondarily liable to each Covered Multiemployer Plan for withdrawal liability if the Purchaser withdraws from either Covered Multiemployer Plan within five (5) years and does not pay its withdrawal liability and any such withdrawal liability shall be Excluded Liabilitiesconsidered an Assumed Liability under this Agreement and the Parent and the Purchaser shall indemnify the Sellers for any such amounts.