Common use of Employee Transition Clause in Contracts

Employee Transition. (a) Prior to the date of the Original Agreement, the Seller Parties have provided to Buyer a list of each of the employees of the Adviser and its Subsidiaries (including, for the avoidance of doubt, Ovation Management Services, LLC) that are providing services to the Business as of the date of the Original Agreement (the “Adviser Employees”), which list reflects each such employee’s (i) title or position, (ii) work location, (iii) current salary and annual cash bonus opportunity, (iv) overtime exempt or non-exempt status, (v) full-time or part-time status, and (vi) active or inactive status. Following the date hereof, Buyer shall use its reasonable efforts to offer, or cause one of its Affiliates to offer, employment (such employment to be effective (A) as of the Employee Transfer Date for Adviser Employees that are Specified Employees or (B) as of the Closing Date for any Adviser Employees that are not Specified Employees) to all or substantially all of the Adviser Employees that are actively employed by Adviser on the Closing Date (or, with respect to a Specified Employee, the Employee Transfer Date), which offers of employment shall include (x) a base salary or hourly wage rate and annual cash bonus opportunity amount that are, in the aggregate, substantially equivalent to the base salary or hourly wage rate and annual cash bonus opportunity amount that were in effect with respect to such Adviser Employee prior to the date hereof, (y) a work location that is the same as the work location applicable to the Adviser Employee prior to the date hereof, and (z) such other terms of employment as shall be determined in Buyer’s sole discretion. The Seller Parties shall cooperate with and assist Buyer in extending such offers of employment to the Adviser Employees. It is acknowledged and agreed that the Adviser Employees responsible for the preparation of the AIF Fund Financial Statements shall, following the Closing, be charged with signing, on behalf of the Company, any representation or attestation with respect to any period prior to the Closing in connection with the preparation of the AIF Funds’ financial statements for the fiscal year ending December 31, 2022. (b) Prior to the Closing (or, for a Specified Employee, the Employee Transfer Date), with respect to each defined contribution retirement plan sponsored or maintained by Adviser or any of its Affiliates (“Adviser 401(k) Plan”), Adviser shall cause each Adviser Employee to become fully vested in his or her account balance under each such Adviser 401(k) Plan. Promptly following the Closing Date (or, for a Specified Employee, the Employee Transfer Date), the Adviser shall pay to each Adviser Employee the cash value of such Adviser Employee’s sick leave, vacation or other paid time off that is accrued but which remains unused as of the Closing Date (or, for a Specified Employee, the Employee Transfer Date). (c) The provisions of this Section 5.11 shall be binding upon and inure solely to the benefit of the parties to this Agreement. Nothing in this Section 5.11, express or implied, shall (i) confer upon any Adviser Employee any right to employment for any duration of time or any right of such Adviser Employee (or any dependent or beneficiary thereof) to receive any compensation or benefits or (ii) alter the at-will employment relationship between any individual and Buyer or any of its Affiliates.

Employee Transition. (a) Prior a. SSC shall offer, immediately prior to the date of the Original AgreementEffective Date, the Seller Parties have provided to Buyer a list of each of the employees of the Adviser and its Subsidiaries (including, for the avoidance of doubt, Ovation Management Services, LLC) that are providing Texas A&M landscape maintenance services to the Business employee as of the date of the Original Agreement Effective Date (the “Adviser EmployeesTransition Employee”) a position at not less than his or her current salary (“Current Salary”), which list reflects each such employee’s employment status (i) title full or position, (ii) work location, (iii) current salary and annual cash bonus opportunity, (iv) overtime exempt or non-exempt status, (v) full-time or part-time statuspart- time), and (vi) active or inactive statusseniority based on initial terms and conditions of employment that are established by SSC; provided that such Transition Employee files for employment with SSC by the Effective Date. Following the date hereof, Buyer shall use its reasonable efforts to offer, or cause one of its Affiliates to offer, employment (such employment to be effective (A) as SSC’s hiring of the Employee Transfer Date for Adviser Transition Employees that are Specified Employees or (B) as of the Closing Date for any Adviser Employees that are not Specified Employees) to all or substantially all of the Adviser Employees that are actively employed by Adviser will be contingent on the Closing Date employees passing all applicable SSC background checks, verification of work authorization, and drug testing (or, with respect to a Specified Employee, the Employee Transfer Dateas may be required by U.S. Department of Transportation), which offers will be performed within fourteen (14) days of employment the Effective Date such that all Transition Employees shall include transition to SSC immediately. SSC shall retain each Transition Employee in that position (xsubject to any promotions) a base salary throughout the Term (including any renewals or hourly wage rate and annual cash bonus opportunity amount that are, in the aggregate, substantially equivalent to the base salary or hourly wage rate and annual cash bonus opportunity amount that were in effect with respect to such Adviser Employee prior to the date hereof, (yextensions) a work location that is the same as long as the work location applicable Transition Employee wishes to remain employed; provided that such Transition Employee has performed the Adviser Employee prior responsibilities of his/her position at a level that merits continuation in his/her position, complies with SSC personnel/human resource policies and procedures; and is not required by Texas A&M to the date hereof, and (zbe dismissed or reassigned under Section 4.5(c) such other terms of employment as shall be determined in Buyer’s sole discretion. The Seller Parties shall cooperate with and assist Buyer in extending such offers of employment to the Adviser Employees. It is acknowledged and agreed that the Adviser Employees responsible for the preparation of the AIF Fund Financial Statements shall, following the Closing, be charged with signing, on behalf of the Company, any representation or attestation with respect to any period prior to the Closing in connection with the preparation of the AIF Funds’ financial statements for the fiscal year ending December 31, 2022. (b) Prior to the Closing (or, for a Specified Employee, the Employee Transfer Date), with respect to each defined contribution retirement plan sponsored or maintained by Adviser or any of its Affiliates (“Adviser 401(k) Plan”), Adviser shall cause each Adviser Employee to become fully vested in his or her account balance under each such Adviser 401(k) Plan. Promptly following the Closing Date (or, for a Specified Employee, the Employee Transfer Date), the Adviser shall pay to each Adviser Employee the cash value of such Adviser Employee’s sick leave, vacation or other paid time off that is accrued but which remains unused as of the Closing Date (or, for a Specified Employee, the Employee Transfer Date). (c) The provisions of this Section 5.11 shall be binding upon and inure solely to the benefit of the parties to this Agreement. Nothing in this Section 5.11section is intended to grant any rights to any party other than SSC and Texas A&M. b. Texas A&M shall assume all liability for all claims, express costs, or impliedother liabilities, shall including workers compensation claims or grievances arising from incidents occurring prior to the Effective Date and all accrued benefits such as vacation time, sick time over 80 hours, personal time, and any other paid time off, severance, and pension benefits associated with each Transition Employee arising prior to the Effective Date. c. SSC will make its standard benefits package available at its standard benefits costs to all Transition Employees hired by SSC, provided that SSC will provide Bridging Credits as defined in subsection d below to Transition Employees. Subject to Sections 4.2(d) and (ie) confer upon any Adviser Employee any right below, SSC will provide a benefits credit to employment the Transition Employees to help defray some or all of the additional out-of-pocket premium costs, if any, the employee will incur by receiving medical benefits, dental benefits and vision benefits through SSC. This benefits credit will not account for any duration other out-of-pocket costs incurred by the employee, including, but not limited to, deductibles or out of pocket costs for prescription drugs. d. A Transition Employee will only be entitled to receive a benefits Bridging Credit for a medical plan, dental plan or vision plan that is comparable to the medical plan, dental plan or vision plan, respectively, the employee had prior to the Effective Date (“Bridging Credit”). For the purpose of calculating benefits credits, the term “comparable” shall mean benefits that are comparable in terms of the number of individuals covered by those benefits. By way of example, and not limitation: an eligible employee receiving “employee only” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing an “employee only” plan option; an employee receiving “employee + 1” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing to receive an “employee + 1” plan options ; and an employee receiving “employee + 2 or more” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing to receive an “employee + 2 or more” plan option. e. The benefits Bridging Credit from SSC will only apply to individuals hired by SSC who were (1) employed by Texas A&M in the landscape services departments immediately prior to the Effective Date; (2) who received medical insurance, dental insurance and/or vision insurance through Texas A&M’s benefits program; and (3) who elect to receive medical insurance, dental insurance and/or vision insurance from SSC. Employees whose out of pocket premium costs would be lower through their election of insurance plan(s) than their previous out of pocket medical insurance premiums with Texas A&M will not be entitled to any benefits Bridging Credits. Benefit Bridging Credits apply based on the type of benefits selected (e.g., an employee who previously had medical insurance, dental insurance and/or vision insurance from Texas A&M but does not choose medical, dental, or vision coverage through SSC will not be entitled to any respective benefits credit for medical, dental and/or vision coverage). f. All Transition Employees will be entitled to receive medical benefit, dental benefit and vision benefit from their first day of employment with SSC. SSC will recognize the Transition Employees’ hire date by Texas A&M for the purpose of determining each employee’s eligibility for benefits and retirement vesting from SSC. g. SSC shall provide each Transition Employee with an immediate one-time 4% increase to their Current Salary with an option to invest that increase in the SSC retirement program. h. SSC shall credit each Transition Employee with an amount of sick leave equal to his or her Texas A&M sick leave balance as of the Effective Date, up to 80 hours. Such credited sick leave shall not be due upon such employee’s departure from SSC, but shall lapse upon such departure. SSC shall then grant each Transition Employee sick and vacation leave accrual amounts according to the schedule in effect for Texas A&M’s own employees on the Effective Date. SSC agrees to provide 20,000 hours in a sick leave pool for up to 24 months for all Transition Employees. SSC and Texas A&M will develop an appropriate process and approval methodology to allow the Transition Employees to request sick leave for catastrophic sick leave needs. SSC will then ▇▇▇▇ Texas A&M for the salary and associated benefits of the Transition Employees granted sick leave from the sick leave pool, for the period of the sick leave pool absence. i. At Texas A&M’s request, SSC shall permit any right Transition Employee who is two years or less from being eligible for Teacher Retirement System (“TRS”) retirement as of such Adviser Employee the Effective Date (or any dependent or beneficiary thereof“Retained Employee”) to remain an employee of Texas A&M rather than SSC. Until the Retained Employee achieves TRS retirement criteria, Texas A&M shall assign Retained Employees to SSC for the provision of the Services and SSC shall reduce the Fee for SSC budgeted costs for the position that will be retained on Texas A&M’s payroll (with respect to TRS retirement contributions, Compass Group’s aggregate reimbursement to Texas A&M under this Agreement, and separate agreements for custodial services under RFP01 OGC-12-009, building maintenance services under RFP01 OGC-12- 010, and dining services under RFP01 OGC-12-007 shall not exceed $80,000 per year, and such reimbursement obligation shall expire on the second anniversary of the Effective Date) by such Retained Employees. SSC shall offer each Retained Employee a position immediately upon the Retained Employee’s departure from employment with Texas A&M; provided that such Retained Employee has performed the responsibilities of his/her position at a level that merits continuation in his/her position and that such Retained Employee passes all required SSC background checks, verification of work authorization, and drug testing; and, provided however, such Retained Employees shall not retain their service credits nor receive any compensation bridging of their medical benefits upon hire by SSC. Such departure would correspond to the Retained Employee achieving TRS retirement criteria. Once a Retained Employee departs from employment with Texas A&M the Fee shall be adjusted or benefits or the payment by Texas A&M increased in order to reflect such departure of the Retained Employee. j. Texas A&M shall be solely responsible and shall timely report and pay all liabilities and amounts due to the Texas Retirement System for the employment after retirement pension surcharge for employment of working retirees under the Texas Administrative Code and regulations thereunder (ii) alter the at-will employment relationship between any individual and Buyer or any of its Affiliatessee 34 Texas Administrative Code Rule 31.41).

Employee Transition. (a) Prior a. SSC shall offer, immediately prior to the date of the Original AgreementEffective Date, the Seller Parties have provided to Buyer a list of each of the employees of the Adviser and its Subsidiaries (including, for the avoidance of doubt, Ovation Management Services, LLC) that are providing Texas A&M building maintenance services to the Business employee as of the date of the Original Agreement Effective Date (the “Adviser EmployeesTransition Employee”) a position at not less than his or her current salary (“Current Salary”), which list reflects each such employee’s employment status (i) title or position, (ii) work location, (iii) current salary and annual cash bonus opportunity, (iv) overtime exempt or non-exempt status, (v) full-time full or part-time statustime), and (vi) active or inactive statusseniority based on initial terms and conditions of employment that are established by SSC; provided that such Transition Employee files for employment with SSC by the Effective Date. Following the date hereof, Buyer shall use its reasonable efforts to offer, or cause one of its Affiliates to offer, employment (such employment to be effective (A) as SSC’s hiring of the Employee Transfer Date for Adviser Transition Employees that are Specified Employees or (B) as of the Closing Date for any Adviser Employees that are not Specified Employees) to all or substantially all of the Adviser Employees that are actively employed by Adviser will be contingent on the Closing Date employees passing all applicable SSC background checks, verification of work authorization, and drug testing (or, with respect to a Specified Employee, the Employee Transfer Dateas may be required by U.S. Department of Transportation), which offers will be performed within fourteen (14) days of employment the Effective Date such that all Transition Employees shall include transition to SSC immediately. SSC shall retain each Transition Employee in that position (xsubject to any promotions) a base salary throughout the Term (including any renewals or hourly wage rate and annual cash bonus opportunity amount that are, in the aggregate, substantially equivalent to the base salary or hourly wage rate and annual cash bonus opportunity amount that were in effect with respect to such Adviser Employee prior to the date hereof, (yextensions) a work location that is the same as long as the work location applicable Transition Employee wishes to remain employed; provided that such Transition Employee has performed the Adviser Employee prior responsibilities of his/her position at a level that merits continuation in his/her position, complies with SSC personnel/human resource policies and procedures; and is not required by Texas A&M to the date hereof, and (zbe dismissed or reassigned under Section 4.5(c) such other terms of employment as shall be determined in Buyer’s sole discretion. The Seller Parties shall cooperate with and assist Buyer in extending such offers of employment to the Adviser Employees. It is acknowledged and agreed that the Adviser Employees responsible for the preparation of the AIF Fund Financial Statements shall, following the Closing, be charged with signing, on behalf of the Company, any representation or attestation with respect to any period prior to the Closing in connection with the preparation of the AIF Funds’ financial statements for the fiscal year ending December 31, 2022. (b) Prior to the Closing (or, for a Specified Employee, the Employee Transfer Date), with respect to each defined contribution retirement plan sponsored or maintained by Adviser or any of its Affiliates (“Adviser 401(k) Plan”), Adviser shall cause each Adviser Employee to become fully vested in his or her account balance under each such Adviser 401(k) Plan. Promptly following the Closing Date (or, for a Specified Employee, the Employee Transfer Date), the Adviser shall pay to each Adviser Employee the cash value of such Adviser Employee’s sick leave, vacation or other paid time off that is accrued but which remains unused as of the Closing Date (or, for a Specified Employee, the Employee Transfer Date). (c) The provisions of this Section 5.11 shall be binding upon and inure solely to the benefit of the parties to this Agreement. Nothing in this Section 5.11section is intended to grant any rights to any party other than SSC and Texas A&M. b. Texas A&M shall assume all liability for all claims, express costs, or impliedother liabilities, shall (iincluding workers compensation claims or grievances arising from incidents occurring prior to the Effective Date and all accrued benefits such as vacation time, sick time over 80 hours, personal time, and any other paid time off, severance, and pension benefits associated with each Transition Employee arising prior to the Effective Date. c. SSC will make its standard benefits package available at its standard benefits costs to all Transition Employees hired by SSC, provided that SSC will provide Bridging Credits as defined in subsection d below to Transition Employees.. Subject to Sections 4.2(d) confer upon any Adviser Employee any right to employment for any duration of time or any right of such Adviser Employee (or any dependent or beneficiary thereof) to receive any compensation or benefits or (ii) alter the at-will employment relationship between any individual and Buyer or any of its Affiliates.and

Employee Transition. (a) Prior a. SSC shall offer, immediately prior to the date of the Original AgreementEffective Date, the Seller Parties have provided to Buyer a list of each of the employees of the Adviser and its Subsidiaries (including, for the avoidance of doubt, Ovation Management Services, LLC) that are providing Texas A&M custodial services to the Business employee as of the date of the Original Agreement Effective Date (the “Adviser EmployeesTransition Employee”) a position at not less than his or her current salary, (“Current Salary”), which list reflects each such employee’s employment status (i) title or position, (ii) work location, (iii) current salary and annual cash bonus opportunity, (iv) overtime exempt or non-exempt status, (v) full-time full or part-time statustime), and (vi) active or inactive statusseniority based on initial terms and conditions of employment that are established by SSC; provided that such Transition Employee files for employment with SSC by the Effective Date. Following the date hereof, Buyer shall use its reasonable efforts to offer, or cause one of its Affiliates to offer, employment (such employment to be effective (A) as SSC’s hiring of the Employee Transfer Date for Adviser Transition Employees that are Specified Employees or (B) as of the Closing Date for any Adviser Employees that are not Specified Employees) to all or substantially all of the Adviser Employees that are actively employed by Adviser will be contingent on the Closing Date employees passing all applicable SSC background checks, verification of work authorization, and drug testing (or, with respect to a Specified Employee, the Employee Transfer Dateas may be required by U.S. Department of Transportation), which offers will be performed within fourteen (14) days of employment the Effective Date such that all Transition Employees shall include transition to SSC immediately. SSC shall retain each Transition Employee in that position (xsubject to any promotions) a base salary throughout the Term (including any renewals or hourly wage rate and annual cash bonus opportunity amount that are, in the aggregate, substantially equivalent to the base salary or hourly wage rate and annual cash bonus opportunity amount that were in effect with respect to such Adviser Employee prior to the date hereof, (yextensions) a work location that is the same as long as the work location applicable Transition Employee wishes to remain employed; provided that such Transition Employee has performed the Adviser Employee prior responsibilities of his/her position at a level that merits continuation in his/her position, complies with SSC personnel/human resource policies and procedures; and is not required by Texas A&M to the date hereof, and (zbe dismissed or reassigned under Section 4.5(c) such other terms of employment as shall be determined in Buyer’s sole discretion. The Seller Parties shall cooperate with and assist Buyer in extending such offers of employment to the Adviser Employees. It is acknowledged and agreed that the Adviser Employees responsible for the preparation of the AIF Fund Financial Statements shall, following the Closing, be charged with signing, on behalf of the Company, any representation or attestation with respect to any period prior to the Closing in connection with the preparation of the AIF Funds’ financial statements for the fiscal year ending December 31, 2022. (b) Prior to the Closing (or, for a Specified Employee, the Employee Transfer Date), with respect to each defined contribution retirement plan sponsored or maintained by Adviser or any of its Affiliates (“Adviser 401(k) Plan”), Adviser shall cause each Adviser Employee to become fully vested in his or her account balance under each such Adviser 401(k) Plan. Promptly following the Closing Date (or, for a Specified Employee, the Employee Transfer Date), the Adviser shall pay to each Adviser Employee the cash value of such Adviser Employee’s sick leave, vacation or other paid time off that is accrued but which remains unused as of the Closing Date (or, for a Specified Employee, the Employee Transfer Date). (c) The provisions of this Section 5.11 shall be binding upon and inure solely to the benefit of the parties to this Agreement. Nothing in this Section 5.11section is intended to grant any rights to any party other than SSC and Texas A&M. b. Texas A&M shall assume all liability for all claims, express costs, or impliedother liabilities, shall including workers compensation claims or grievances arising from incidents occurring prior to the Effective Date and all accrued benefits such as vacation time, sick time over 80 hours, personal time, and any other paid time off, severance, and pension benefits associated with each Transition Employee arising prior to the Effective Date. c. SSC will make its standard benefits package available at its standard benefits costs to all Transition Employees hired by SSC, provided that SSC will provide Bridging Credits as defined in subsection d below to Transition Employees.. Subject to Sections 4.2(d) and (ie) confer upon any Adviser Employee any right below, SSC will provide a benefits credit to employment the Transition Employees to help defray some or all of the additional out-of-pocket premium costs, if any, the employee will incur by receiving medical benefits, dental benefits and vision benefits through SSC. This benefits credit will not account for any duration other out-of-pocket costs incurred by the employee, including, but not limited to, deductibles or out of pocket costs for prescription drugs. d. A Transition Employee will only be entitled to receive a benefits Bridging Credit for a medical plan, dental plan or vision plan that is comparable to the medical plan, dental plan or vision plan, respectively, the employee had prior to the Effective Date (“Bridging Credit”). For the purpose of calculating benefits credits, the term “comparable” shall mean benefits that are comparable in terms of the number of individuals covered by those benefits. By way of example, and not limitation: an eligible employee receiving “employee only” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing an “employee only” plan option; an employee receiving “employee + 1” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing to receive an “employee + 1” plan options; and an employee receiving “employee + 2 or more” benefits from Texas A&M would be entitled to a benefits credit for additional out of pocket premium costs the employee would incur by electing to receive an “employee + 2 or more” plan option. e. The benefits Bridging Credit from SSC will only apply to individuals hired by SSC who were (1) employed by Texas A&M in the custodial services departments immediately prior to the Effective Date; (2) who received medical insurance, dental insurance and/or vision insurance through Texas A&M’s benefits program; and (3) who elect to receive medical insurance, dental insurance and/or vision insurance from SSC. Employees whose out of pocket premium costs would be lower through their election of insurance plan(s) than their previous out of pocket medical insurance premiums with Texas A&M will not be entitled to any benefits Bridging Credits. Benefit Bridging Credits apply based on the type of benefits selected (e.g., an employee who previously had medical insurance, dental insurance and/or vision insurance from Texas A&M but does not choose medical, dental, or vision coverage through SSC will not be entitled to any respective benefits credit for medical, dental and/or vision coverage). f. All Transition Employees will be entitled to receive medical benefit, dental benefit and vision benefit from their first day of employment with SSC. SSC will recognize the Transition Employees’ hire date by Texas A&M for the purpose of determining each employee’s eligibility for benefits and retirement vesting from SSC. g. SSC shall provide each Transition Employee with an immediate one-time 4% increase to their Current Salary with an option to invest that increase in the SSC retirement program. h. SSC shall credit each Transition Employee with an amount of sick leave equal to his or her Texas A&M sick leave balance as of the Effective Date, up to 80 hours. Such credited sick leave shall not be due upon such employee’s departure from SSC, but shall lapse upon such departure. SSC shall then grant each Transition Employee sick and vacation leave accrual amounts according to the schedule in effect for Texas A&M’s own employees on the Effective Date. SSC agrees to provide 20,000 hours in a sick leave pool for up to 24 months for all Transition Employees. SSC and Texas A&M will develop an appropriate process and approval methodology to allow the Transition Employees to request sick leave for catastrophic sick leave needs. SSC will then ▇▇▇▇ Texas A&M for the salary and associated benefits of the Transition Employees granted sick leave from the sick leave pool, for the period of the sick leave pool absence. i. At Texas A&M’s request, SSC shall permit any right Transition Employee who is two years or less from being eligible for Teacher Retirement System (“TRS”) retirement as of such Adviser Employee the Effective Date (or any dependent or beneficiary thereof“Retained Employee”) to remain an employee of Texas A&M rather than SSC. Until the Retained Employee achieves TRS retirement criteria, Texas A&M shall assign Retained Employees to SSC for the provision of the Services and SSC shall reduce the Fee for SSC budgeted costs for the position that will be retained on Texas A&M’s payroll (with respect to TRS retirement contributions, Compass Group’s aggregate reimbursement to Texas A&M under this Agreement, and separate agreements for building maintenance services under RFP01 OGC-12-010, landscaping services under RFP01 OGC- 12-008, and dining services under RFP01 OGC-12-007 shall not exceed $80,000 per year, and such reimbursement obligation shall expire on the second anniversary of the Effective Date) by such Retained Employees. SSC shall offer each Retained Employee a position immediately upon the Retained Employee’s departure from employment with Texas A&M; provided that such Retained Employee has performed the responsibilities of his/her position at a level that merits continuation in his/her position and that such Retained Employee passes all required SSC background checks, verification of work authorization, and drug testing; and, provided however, such Retained Employees shall not retain their service credits nor receive any compensation bridging of their medical benefits upon hire by SSC. Such departure would correspond to the Retained Employee achieving TRS retirement criteria. Once a Retained Employee departs from employment with Texas A&M the Fee shall be adjusted or benefits or the payment by Texas A&M increased in order to reflect such departure of the Retained Employee. j. Texas A&M shall be solely responsible and shall timely report and pay all liabilities and amounts due to the Texas Retirement System for the employment after retirement pension surcharge for employment of working retirees under the Texas Administrative Code and regulations thereunder (ii) alter the at-will employment relationship between any individual and Buyer or any of its Affiliatessee 34 Texas Administrative Code Rule 31.41).