Common use of Comparable Position Clause in Contracts

Comparable Position. (i) On or prior to the Employment Offer Date, or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior to each date by which Buyer must make, or cause to be made, an Offer of Employment, Buyer and Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties and responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates. (ii) Except as set forth below with respect to Inactive Business Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City time, on the Closing Date. Each Business Employee who actually commences employment with Buyer or one of its Affiliates (including an Acquired Company) and performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date on which such Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) shall be deemed to have accepted Buyer’s Offer of Employment and shall be considered and referred to as a “Transferred Employee” of Buyer or Buyer’s Affiliates (including the Acquired Companies) as of 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than Inactive Business Employees) for all purposes of this Agreement. For the avoidance of doubt, Buyer or Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Business Employee who does not become a Transferred Employee pursuant to this Section; provided, that Buyer has complied, and as applicable has caused Buyer’s Affiliates (including the Acquired Companies) to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d). (iii) Inactive Business Employees shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee becomes a Transferred Employee or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies. An Inactive Business Employee shall only become a Transferred Employee of Buyer or Buyer’s Affiliates (including the Acquired Companies) if the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Company) on the first (1st) Business Day on which such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following the Inactive Business Employee’s release to return to work from the leave, which first such date shall be the Effective Hire Date for such Inactive Business Employee. (iv) Not less than five (5) Business Days prior to the Closing, Seller shall (A) update Section 5.14(a) of the Seller Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof (in each case in compliance with Section 7.01(a)(ii)) and (B) deliver such updated list of Business Employees to Buyer.

Comparable Position. (i) On Section 8.1(a)(i) of the Business Disclosure Schedule lists all Business Employees, including Inactive Business Employees, as of the date hereof, as well as, for each such Person, their title or position, employing entity, whether such Person is an Offer Employee or an Other Business Employee, the percentage of business time the Business Employee devotes to serving the ADA, closed block, and/or executive benefit business segments of the Business, whether such Person is dedicated to the FIM Life and FIM Annuities new business operations, work location, full-time or part-time status, accrued or granted vacation (provided that the accrued or granted vacation will be included only in Business Disclosure Schedule updates provided at least thirty (30) days after the date of this Agreement), dates of service, years of credit service, then-current base salary, target annual incentive percentage, target long-term incentive compensation opportunity, Seller Equity Award Information, and other compensation or compensatory entitlements (including under any GWLA Sales Incentive Plan) in effect for the year in which such Person’s Transfer Date (as defined below) occurs (collectively, the “Business Employee Information”). Prior to the Closing (or, with respect to any Inactive Business Employee or Retained Employee, prior to the Employment Offer applicable Transfer Date), GWLA shall update Section 8.1(a)(i) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof, to remove any individuals who have ceased to be Business Employees after the date hereof, to reflect any changes in Inactive Business Employees, or to reflect any changes in the Business Employee Information (provided that Seller Equity Award Information need only be included in Section 8.1(a)(i) of the Business Disclosure Schedule as of the date hereof, the first updated version following the normally scheduled grants in March 2019 and the final updated version), and shall promptly deliver such updated list to Buyer; provided, that (x) GWLA shall deliver an updated version of Section 8.1(a)(i) of the Business Disclosure Schedule to Buyer on a monthly basis following the date hereof until the Closing (or, with respect to any Inactive Business Employee or Retained Employee, prior to the applicable Transfer Date) (y) GWLA shall deliver a final version of Section 8.1(a)(i) of the Business Disclosure Schedule not less than thirty (30) Business Days prior to the Closing (or, with respect to any Inactive Business Employee or Retained Employee, prior to the applicable Transfer Date), and (z) with respect to any Inactive Business Employee or Retained Employee whose Transfer Date will occur after the Closing Date, neither Sellers nor the GWLA Subsidiaries shall take any actions that would have been prohibited under Section 7.1(a) of this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed. (ii) Within thirty (30) days of the date of this Agreement or, if later, within thirty (30) days of the date Seller GWLA reports to Buyer that an individual has become a Business Employee and is an Offer Employee (but not later than five three (53) days prior to the Closing Date), subject to Section 8.1(d) hereof, Buyer shall extend or shall cause one of its Affiliates to shall extend to each Offer Employee who is not an Inactive Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees)Date, that constitutes a Comparable Position with Buyer or its Affiliates (includingsuch offer, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably For the ninety (90) days immediately following the date hereof, Sellers shall, and shall cause their Affiliates to, provide to Buyer and its Representatives, upon the request of Buyer, access to those Business Employees who are not the Offer Employees (the “Other Business Employees”) and job descriptions, where such job description is available, for such Other Business Employees, to identify and evaluate which, if any, Other Business Employees to whom an Offer of Employment will be made by Buyer in its sole discretion. No later than ninety (90) days following the date hereof (such date being the “Notice Date”), Buyer shall provide Sellers with a written notice of the Other Business Employees, if any, to whom it will extend an Offer of Employment (each such Other Business Employee being, a “Selected Other Business Employee”). Within ten (10) Business Days following the Notice Date, Buyer or its Affiliates shall extend to each such Selected Other Business Employee who is not an Inactive Business Employee an Offer of Employment. Such Offer of Employment shall be contingent on the applicable Offer Employee or Selected Other Business Employee remaining continuously and actively employed by GWLA or the applicable GWLA Subsidiary through the Transfer Date (as defined below), or with respect to Retained Employees, through the Service Termination Date (as defined below). For the avoidance of doubt, to the extent an Offer Employee or Selected Other Business Employee becomes an Inactive Business Employee prior to each date by which his or her Transfer Date, such Offer Employee or Selected Other Business Employee shall be treated as an Inactive Business Employee in a manner consistent with Section 8.1(a)(v) hereof. Buyer must makeshall provide GWLA with forms of the documents that Buyer intends to use to make Offers of Employment prior to the time that such Offers of Employment are made. GWLA shall, or and shall cause GWLA Subsidiaries to, reasonably cooperate with Buyer and its Affiliates and reasonably assist Buyer and its Affiliates in its efforts to be made, extend Offers of Employment to the Business Employees pursuant to this Section 8.1(a). Buyer shall reimburse Sellers for the GWLA Severance Benefits provided to any Other Business Employee who does not receive an Offer of Employment, Buyer other than those Other Business Employees identified as dedicated to the FIM Life and Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired CompaniesFIM Annuities new business operations on Section 8.1(a)(i) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties and responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its AffiliatesDisclosure Schedule. (iiiii) Except as set forth below with respect to Inactive Business Employees and Retained Employees, the employment relationship of each Offer Employee and Selected Other Business Employee with Seller GWLA or its the applicable Affiliate GWLA Subsidiary shall terminate effective as of 11:59 p.m., New York City time, on the Closing DateClosing. Each Offer Employee and Selected Other Business Employee who actually commences employment with Buyer or one of its Affiliates (including an Acquired Company) and performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date on which such Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) shall be deemed to have has accepted Buyer’s Offer of Employment and who commences employment with Buyer or an Affiliate of Buyer on the Closing Date, or, in the case of Inactive Business Employees or Retained Employees, within the time period described in Section 8.1(a)(iv) or (v), as applicable, shall be considered and referred to as a “Transferred Employee” of Buyer or Buyer’s Affiliates (including the Acquired Companies) as of 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than Inactive Business Employees) for all purposes of this Agreement. For To the avoidance extent any Offer Employee and Selected Other Business Employee to whom an Offer of doubtEmployment has been made by Buyer pursuant to this Section 8.1(a) does not accept such Offer of Employment, such employees shall not be eligible to receive the GWLA Severance Benefit. Effective as of the Transfer Date, the Transferred Employees shall cease participation in the Employee Benefit Plans. Except as expressly provided in this Section 8.1, GWLA or a GWLA Subsidiary shall remain liable for all eligible claims for benefits under the Employee Benefit Plans that are incurred by the Transferred Employees prior to the Transfer Date, and Buyer or one of its Affiliates shall be liable for any such claims incurred on or after the Transfer Date. For purposes of this Agreement, claims shall be deemed to be incurred as follows: (x) life, accidental death and dismemberment, disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; and (y) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided. Buyer and its Affiliates shall be responsible for providing COBRA coverage for Transferred Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur on or after the Transfer Date, and GWLA or a GWLA Subsidiary shall be responsible for providing COBRA coverage, for all Business Employees who do not become Transferred Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur prior to the Transfer Date. (iv) GWLA or a GWLA Subsidiary shall continue to employ each Business Employee listed on Section 8.1(a)(iv) of the Business Disclosure Schedule (each, a “Retained Employee”) until the earlier of (1) the expiration of the Service Period (as defined in the Transition Services Agreement) or (2) the date on which the Service (as defined in the Transition Services Agreement) which such Retained Employee provides is terminated pursuant to the Transition Services Agreement or such Retained Employee’s services are otherwise no longer required by Sellers (such earlier date, the “Service Termination Date”). During the ninety (90) day period following the date of this Agreement, Sellers may identify up to ten (10) additional Business Employees as Retained Employees on Section 8.1(a)(iv) of the Business Disclosure Schedule with the written approval of Buyer, which shall not be unreasonably withheld, and up to ten (10) additional Business Employees as Retained Employees on Section 8.1(a)(iv) of the Business Disclosure Schedule with the written approval of Buyer. Upon the Service Termination Date, Sellers shall notify Buyer in writing of the Service Termination Date and identify in such notice the Retained Employee(s) who are impacted by the occurrence of such Service Termination Date. A Retained Employee who has accepted Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Business Employee who does not Offer of Employment will become a Transferred Employee pursuant to this Sectionwhen the Retained Employee commences employment with Buyer or an Affiliate of Buyer; providedprovided however, that Buyer a Retained Employee who has complied, and as applicable has caused accepted Buyer’s Affiliates Offer of Employment shall become a Transferred Employee not later than five (including 5) business days following the Acquired Companies) to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d)Service Termination Date. (iiiv) Inactive Business Employees shall remain employed by Seller GWLA or Seller’s Affiliatea GWLA Subsidiary, as the case may be, until the earlier of (1) the Inactive Business Employee’s Transfer Date and (2) the date on which the Inactive Business Employee’s employment with GWLA or a GWLA Subsidiary is terminated. If an Inactive Business Employee returns to work within six (6) months of the Closing Date (or such later date as protected under federal law for an Inactive Business Employee on a military leave of absence), subject to Section 8.1(d) hereof, Buyer or an Affiliate of Buyer shall extend an Offer of Employment to the Inactive Business Employee who is an Offer Employee within five (5) Business Days of such Inactive Business Employee’s returning to active status. With respect to any Inactive Business Employee who returns to work within six (6) months of the Closing Date (or such later date as protected under federal law for an Inactive Business Employee on a military leave of absence) and who is not an Offer Employee, during the ten (10) day period immediately following such Inactive Business Employee’s returning to active status, Buyer or an Affiliate of Buyer may, but shall not be required to, extend an Offer of Employment to such Inactive Business Employee. An Inactive Business Employee will become a Transferred Employee when the Inactive Business Employee accepts Buyer’s Offer of Employment, and commences employment with Buyer or an Affiliate of Buyer; provided however, that an Inactive Business Employee who has accepted Buyer’s Offer of Employment shall become a Transferred Employee not later than five (5) business days following the date on which such Offer of Employment is accepted. Unless and until an Inactive Business Employee becomes a Transferred Employee Employee, GWLA or the expiration a GWLA Subsidiary shall remain responsible for any Liabilities relating to or arising out of the such Inactive Business Employee’s leave under Seller’s employment or such applicable Affiliate’s policies. An termination of employment with GWLA or a GWLA Subsidiary. (vi) The date on which a Business Employee commences employment with Buyer or its Affiliates will be referred to as the “Transfer Date” which, for purposes of clarification, means (x) the Closing Date for all Business Employees other than Inactive Business Employees and Retained Employees, and (y) for any Inactive Business Employee shall only become a Transferred Employee of Buyer or Buyer’s Affiliates (including Retained Employees, the Acquired Companies) if the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Company) on the first (1st) Business Day on which date such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following the Inactive Business Employee’s release to return to work from the leave, which first such date shall be the Effective Hire Date for such Inactive Business Retained Employee becomes a Transferred Employee. (ivvii) Not less than five Within thirty (530) Business Days prior days of the date of this Agreement, GWLA shall provide a list of each individual engaged through temporary staffing agencies who provides substantially all of their services to the ClosingBusiness, Seller shall including, for each such Person, their employment location, the applicable employing agency, billing rate, and scope and terms of engagement. For purposes of this Section 8.1(a)(vii), an individual is deemed to provide “substantially all of their services to the Business” if such individual dedicates at least eighty percent (A) update Section 5.14(a80%) of his or her business time to serving the Seller Disclosure Schedule Business during which he or she provides services to add GWLA or any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof (in each case in compliance with Section 7.01(a)(ii)) and (B) deliver such updated list of Business Employees to BuyerGWLA Subsidiary.

Comparable Position. Not less than five (i5) On or Business Days prior to the Employment Offer DateClosing, Seller shall, subject to the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, update Section 8.1(a)(i) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof. Within sixty (60) days after the date of this Agreement or, if later, within thirty (30) days of the date Seller reports that Section 8.1(a)(i) of the Business Disclosure Schedule is updated pursuant to Buyer that an individual has become a Business Employee the preceding sentence (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to shall extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth (A) in the Master Assignment Agreement with respect to those Business Employees identified as “Transition Period Business Employees” in Section 8.1(a)(i) of the Business Disclosure Schedule (the “Transition Period Business Employees”); (B) below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees; and (C) in Section 8.1(j) with respect to Milestone Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior Buyer shall offer Seller a reasonable opportunity to consult with Buyer in connection with the preparation of each date by which Buyer must make, or cause to be made, an form of Offer of Employment, Buyer and shall give due consideration to any reasonable comments provided by Seller shall cooperate to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Dateany such form of Offer of Employment. Buyer shall provide Seller with a reasonable opportunity final copy of each such form at or prior to review and comment on each general the time Offers of Employment using such form of are made to any Business Employee. Each Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties position and responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates following the Business Employee’s Effective Hire Date and (including an Acquired Companyas applicable) acknowledge that each such Business Employee will have duties immediately following the Business Employee’s Effective Hire Date substantially similar to those performed immediately prior to the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates. (ii) Except as set forth (x) in the Master Assignment Agreement with respect to Transition Period Business Employees, (y) below with respect to Inactive Business Employees and (z) in Section 8.1(j)(i) with respect to Milestone Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City time, on the Closing DateEffective Time. Each Business Employee who actually commences employment with Buyer or one of its Affiliates (including an Acquired CompanyHRS) and performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date on which such Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) shall be deemed to have accepted Buyer’s Offer of Employment and shall be considered and referred to herein as a “Transferred Employee.” of Buyer or Buyer’s Affiliates (including the Acquired Companies) as of 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than Inactive Business Employees) for all purposes of this Agreement. For the avoidance of doubt, Buyer or Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Each Transition Period Business Employee who does not shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the date on which such Transition Period Business Employee’s employment relationship with Seller or its applicable Affiliate is terminated pursuant to the Master Assignment Agreement, and shall become a Transferred Employee pursuant in accordance with the Master Assignment Agreement (provided that the Transition Period Business Employee actually commences employment with Buyer or one of its Affiliates). At the Closing, Seller shall deliver to this Section; providedBuyer a list identifying each Business Employee who is an Inactive Business Employee as of the Closing, that Buyer has compliedalong with the reason such Business Employee is listed as an Inactive Business Employee and, and as applicable has caused Buyer’s Affiliates (including if known to Seller, the Acquired Companies) date such Business Employee is expected to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d). (iii) cease to be an Inactive Business Employee. Inactive Business Employees shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee becomes a Transferred Employee returns to active employment, or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies. An ; such Inactive Business Employee shall only become a Transferred Employee of Buyer or Buyer’s Affiliates (including the Acquired Companies) if the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Companyall) on the first (1st) Business Day on which such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following day of the Inactive Business Employee’s release to actual return to work from the leave. The date on which a Business Employee commences employment with Buyer or its Affiliates will be referred to as the “Effective Hire Date” which, which for purposes of clarification, means: (i) 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date for all Business Employees other than Transition Period Business Employees, Inactive Business Employees and Milestone Employees (provided that the Business Employees actually commence employment with Buyer or one of its Affiliates on such date shall be or, if not a Business Day, on the Effective Hire Date next following Business Day, or on such other later date, if any, as provided by the last sentence of this Section 8.1(a)); (ii) for any Transition Period Business Employee, the date and time specified in the Master Assignment Agreement (provided that the Transition Period Business Employee actually commences employment with Buyer or one of its Affiliates); (iii) for any Inactive Business Employee, 12:00:01 a.m., New York City time, on the first (1st) day of such Inactive Business Employee. ’s actual return to work from leave; and (iv) Not less than five for any Milestone Employee, the date and time specified in Section 8.1(j). A Business Employee who reports for work (5) Business Days prior to the Closing, Seller shall (A) update Section 5.14(a) of the Seller Disclosure Schedule to add any individuals who become which may include a remote location for those Business Employees after who are authorized to work remotely) on the date hereof day reasonably expected in accordance with Seller’s or its applicable Affiliate’s standard procedures (for example, if a Business Employee is not an Inactive Business Employee but is on vacation, out sick or otherwise unable to report to work on the first Business Day immediately following the Closing Date), or otherwise agreed to by Buyer or its applicable Affiliate and remove any individuals who have ceased to be the applicable Business Employees after Employee, as such Business Employee’s first day of active work following the date hereof Closing (in each case in compliance with case, taking into account the transactions contemplated by Section 7.01(a)(ii)8.1(j) and (B) deliver such updated list the Master Assignment Agreement and any Inactive Business Employee’s approved leave, as applicable), shall be deemed to have actually commenced employment with Buyer or its applicable Affiliate as of Business Employees to Buyerhis or her Effective Hire Date.

Comparable Position. (i) On or Not less than five (5) Business Days prior to the Employment Offer DateClosing, Seller shall (A) update Section 8.1(a) of the Business Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof and (B) deliver such updated list of Business Employees to Buyer. Within sixty (60) days after the date of this Agreement or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer or its Affiliate shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior Prior to each date by which Buyer must make, or cause to be made, an its Affiliate making any Offer of Employment, Buyer and (i) Seller shall cooperate provide or make available to share information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates Affiliate a schedule listing the then current base salary, target bonus percentage and other compensation (including any compensation for a Business Employee covered by a Seller Sales Incentive Plan) in effect for the Acquired Companies) following, year in which the Closing Date. occurs and (ii) Buyer shall provide Seller with a reasonable opportunity to review and comment on each general “form of of” Offer of Employment and a list of the Business Employees to receive such Offer of Employment, which list that shall set forth the job title, duties base salary and responsibilities, compensation (including base salary, commission opportunity, target annual bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such opportunity a Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire DateDate (as defined below). Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Each Offer of Employment would constitute shall be contingent on such Business Employee’s successful completion of Buyer’s or its Affiliate’s customary hiring processes as set forth on Section 8.1(a)(i) of the Buyer Disclosure Schedule (the “Buyer’s Customary Hiring Processes”). Buyer shall not be required to hire any Business Employee who fails to successfully complete Buyer’s Customary Hiring Processes or who does not timely accept Buyer’s Offer of Employment. Except in the case of an offer Inactive Business Employee who is on a military leave of a Comparable Positionabsence, and Seller Offers of Employment made to Inactive Business Employees shall be contingent on the Inactive Business Employee being released to return to work within nine (9) months of the Closing Date, and Buyer shall reasonably cooperate not be required to resolve hire any disagreement with respect theretoInactive Business Employee who fails to meet that contingency. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates. (ii) Except as set forth below with respect to Inactive Business Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City time, on the Closing Date. Each A Business Employee who actually commences employment with Buyer or one successfully completes Buyer’s Customary Hiring Process, who has accepted Buyer’s Offer of its Affiliates (including an Acquired Company) Employment and who performs work at his or her then applicable place of employment on the first (1st) Business Day immediately following the Closing Date on which such Business Employee is scheduled, expected (or permitted to work (taking into account authorized or legally permitted time off or leave) shall be deemed to have accepted Buyer’s Offer of Employment and shall be considered and referred to as a “Transferred Employee” of Buyer or Buyer’s Affiliates (including the Acquired Companies) as of 12:00:01 a.m., New York City time, on the first (1st) day immediately following Business Day on or after the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than , as defined below, in the case of Inactive Business Employees) shall be considered a “Transferred Employee” for all purposes of this Agreement. For the avoidance of doubt, Buyer or Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Business Employee who does not become a Transferred Employee pursuant to this Section; provided, that Buyer has complied, and as applicable has caused Buyer’s Affiliates (including the Acquired Companies) to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d). (iiiii) Inactive Business Employees shall remain employed by Seller or Seller’s its Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee becomes a Transferred Employee or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies. An Inactive Business Employee shall only not become a Transferred Employee of Buyer or Buyer’s Affiliates until (including the Acquired Companiesi) if the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Company) on the first (1st) Business Day on which such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following the Inactive Business Employee’s release to return to work from the leave, which first (ii) the Inactive Business Employee accepts Buyer’s Offer of Employment, (iii) he or she successfully completes Buyer’s Customary Hiring Processes, and (iv) he or she performs work at his or her then applicable place of employment. Notwithstanding the foregoing, any Inactive Business Employee who is receiving long-term disability payments from Seller or any of Seller’s Affiliates (whether or not pursuant to an Employee Benefit Plan) at the time such date Inactive Business Employee is released to return to work shall be the Effective Hire Date for not become a Transferred Employee, and Seller shall retain all Liabilities associated with such Inactive Business Employee. (iviii) Not less Subject to the Business Employee’s acceptance of Buyer’s Offer of Employment, the date on which a Business Employee commences employment with Buyer or its Affiliates will be referred to as the “Effective Hire Date” which, for purposes of clarification, means (x) the day immediately following the Closing Date for all Business Employees other than five Inactive Business Employees, and (5y) for any Inactive Business Employee, on the first (1st) Business Days prior to Day immediately following the Closing, Seller shall (A) update Section 5.14(a) of the Seller Disclosure Schedule to add any individuals who become day such Inactive Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof (in each case in compliance with Section 7.01(a)(ii)) and (B) deliver such updated list of Business Employees to BuyerEmployee becomes a Transferred Employee.

Comparable Position. (i) On or prior to the Employment Offer Date, or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to extend to all Business Employees and to provide each Business Employee with a written offer of employment, contingent on the Closing and effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably prior to each date by which Buyer must make, or cause to be made, an Offer of Employment, Buyer and Seller shall reasonably cooperate with respect to share the process for making Offers of Employment, including sharing information about the duties and responsibilities of each Business Employee prior to, and as proposed with respect to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment and and, subject to the first sentence of this Section 9.01(a)(i), a list of the Business Employees to receive such Offer of Employment, which list shall set forth the title, duties and responsibilities, compensation (including base salary, commission opportunity, benefit plan participation, target bonus and long-term incentive award, phantom stock or similar compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates. (ii) Except as set forth below with respect to Inactive Business Employees, the employment relationship of each Business Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City Cincinnati, Ohio time, on the day prior to the Closing Date, and Buyer or an Affiliate of Buyer (including, following the Closing Date, the Acquired Companies) shall employ any Business Employee who (A) accepts the offer of employment in a timely fashion and (B) meets the Buyer employment requirements. Each Business Employee who actually commences employment with Buyer or one of its Affiliates (including an Acquired Company) and performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date (or such later date on which such Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) shall be deemed to have terminated employment with Seller and accepted Buyer’s Offer of Employment and shall be considered and referred to as a “Transferred Employee” of Buyer or Buyer’s Affiliates (including the Acquired Companies) as of 12:00:01 a.m., New York City Cincinnati, Ohio time, on the first (1st) day immediately following the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than Inactive Business Employees) for all purposes of this Agreement. For the avoidance of doubt, Buyer or Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Business Employee who does not become a Transferred Employee pursuant to this Section; provided, that Buyer has complied, and as applicable has caused Buyer’s Affiliates (including the Acquired Companies) to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d). (iii) Inactive Business Employees shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee becomes a Transferred Employee or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies. An Inactive Business Employee shall only become a Transferred Employee of Buyer or Buyer’s Affiliates (including the Acquired Companies) if if, on or prior to the twelve month anniversary of the Closing Date, the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Company) on the first (1st) Business Day on which such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following the Inactive Business Employee’s release to return to work from the leave, which first such date shall be the Effective Hire Date for such Inactive Business Employee. (iv) Not During the period from the date hereof through the date that is not less than five fifteen (515) Business Days prior to the ClosingClosing Date, Seller shall on a monthly basis (A) update Section 5.14(a5.13(a) of the Seller Disclosure Schedule to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof (in each case in compliance with Section 7.01(a)(ii)) and (B) deliver such updated list of Business Employees to Buyer. (v) Buyer and Seller shall reasonably cooperate to sponsor, or transfer sponsorship of, the work permits or visas for all Transferred Employees who are foreign nationals on and after the Closing Date.

Comparable Position. Not less than five (5) Business Days prior to the Closing, Seller shall (i) update Schedule 1.01(a) to add any individuals who become Business Employees after the date hereof and remove any individuals who have ceased to be Business Employees after the date hereof and (ii) deliver such updated list of Business Employees to Buyer. On or prior to the Employment Offer Date, or, if later, within thirty (30) days of after the date Seller reports provides notice to Buyer that an individual has become a Business Employee (but not later than five (5) days prior to the Closing Date), Buyer shall extend or shall cause one of its Affiliates to extend to each Business Employee a written offer of employment, effective as of the Closing Date (or such later date as is set forth below with respect to those Business Employees employed by Seller or any of its Affiliates who are Inactive Business Employees), that constitutes a Comparable Position with Buyer or its Affiliates (including, following the Closing Date, the Acquired Companies) (an “Offer of Employment”). Reasonably The form of Offer of Employment shall be provided to Seller within a reasonable period prior to each date by which Buyer must make, or cause being made to be made, an Offer of Employment, Buyer and Seller shall cooperate to share information about the duties and responsibilities of each applicable Business Employee prior to, and as proposed with respect in order to employment with Buyer or its Affiliates (including the Acquired Companies) following, the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on each general form of Offer of Employment comment, and a list of the Business Employees to receive such Offer of Employment, which list shall set forth the titleposition, duties and duties, responsibilities, compensation (including base salary, commission opportunity, target bonus and long-term incentive compensation opportunity, in each case, only to the extent applicable) and principal place of employment each such Business Employee will have with Buyer or its Affiliates (including an Acquired Company) following the Business Employee’s Effective Hire Date. Such list shall be subject to Seller’s reasonable approval, which approval shall constitute Seller’s judgment that each such proposed Offer of Employment would constitute an offer of a Comparable Position, and Seller and Buyer shall reasonably cooperate to resolve any disagreement with respect thereto. The Offer of Employment may include work product assignment, confidentiality, non-disclosure and non-solicitation provisions substantially similar to such provisions applicable to employment with Seller and its Affiliates. (ii) Except as set forth below with respect to Inactive Business Employees, the employment relationship of each Business Employee who is not an Excluded Employee with Seller or its applicable Affiliate shall terminate effective as of 11:59 p.m., New York City Central time, on the Closing Date. Each Business Employee who actually commences employment with employed by Buyer or one of its Affiliates (including an Acquired the Company) and following the Closing Date shall be referred to herein as a “Transferred Employee.” A Business Employee who performs work at his or her then applicable place of employment on the first (1st) Business Day following the Closing Date on which such Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leaveas applicable) shall be deemed to have accepted Buyer’s Offer of Employment and shall be considered and referred to as a “Transferred Employee” of Buyer or Buyer’s Affiliates (including the Acquired Companies) Employee as of 12:00:01 a.m., New York City time, on the first (1st) day immediately following the Closing Date (which shall be the “Effective Hire Date” for all Business Employees other than Inactive Business Employees) Date for all purposes of this Agreement. For the avoidance of doubt, Buyer or Buyer’s Affiliates (including the Acquired Companies) shall have no responsibility for or obligation to any Business Employee who does not become a Transferred Employee pursuant to this Section; provided, that Buyer has complied, and as applicable has caused Buyer’s Affiliates (including the Acquired Companies) to comply, with this Section 9.01(a), Section 9.01(b) and Section 9.01(d). (iii) Inactive Business Employees shall remain employed by Seller or Seller’s Affiliate, as the case may be, until the earlier of the date the Inactive Business Employee becomes a Transferred Employee returns to active employment, or the expiration of the Inactive Business Employee’s leave under Seller’s or such applicable Affiliate’s policies. An , so long as such return to work occurs within six (6) months following the Closing Date; such Inactive Business Employee shall only become a Transferred Employee of Buyer or Buyer’s Affiliates (including the Acquired Companies) if the Inactive Business Employee performs work at Buyer or any Affiliate (including any Acquired Company) on the first (1st) Business Day on which such Inactive Business Employee is scheduled, expected or permitted to work (taking into account authorized or legally permitted time off or leave) following the Inactive Business Employee’s release to return to work from the leave, . The date on which first such date a Business Employee commences employment with Buyer or its Affiliates shall be referred to as the “Effective Hire Date for such Inactive Business Employee. (iv) Not less than five (5) Business Days prior to the Closing, Seller shall Date,” which means (A) update Section 5.14(a12:00:01 a.m., Central time, on the first (1st) of day immediately following the Seller Disclosure Schedule to add any individuals who become Closing Date for all Business Employees after the date hereof and remove any individuals who have ceased to be other than Inactive Business Employees after the date hereof (in each case in compliance with Section 7.01(a)(ii)) and (B) deliver such updated list of for any Inactive Business Employees Employees, the first (1st) Business Day following an Inactive Business Employee’s return to Buyerwork from the leave.