Fill and Sign the Agreement Asset Template Form

_________________________________, INCORPORATED RETAINED EMPLOYEES AGREEMENT THIS AGREEMENT is made and entered into as of the _______ day of _______, ______, by and between ____________________________INCORPORATED , a __________ corporation (“______________”), and ___________________________, INC. , a __________ corporation (“______________”). In accordance with that certain agreement known as the ______________, Incorporated Asset Purchase Agreement between the parties hereto and dated ___________, ______, (the “Asset Purchase Agreement”), ____________ has sold its furniture, equipment, inventory and supplies to ______________ effective as __________, ______. Pursuant to the Asset Purchase Agreement, _________________ has identified to ________________the names of the persons it intends to employ (the “Retained Employees”) who were formerly employed by ___________. __________________ has furnished to _______________ a written list of the amounts of the Retained Employees accrued, but unpaid, vacation and sick pay. The list of the names of the Retained Employees and the amounts of their unpaid vacation and sick pay is attached hereto as Exhibit “A”. In consideration of the premises and the mutual promises herein made, the parties agree as follows: 1. Payment of Vacation and Sick Pay to __________________ . Concurrently with the execution of this Agreement, ____________ has paid to _____________ in cash an amount equal to the total amount of unpaid vacation and sick pay shown on Exhibit “A”. 2. Assumption of Liability . _______________ hereby assumes all responsibility for such unpaid vacation and sick pay and agrees to provide such vacation and sick pay benefits to the Retained Employees. ________________ agrees to indemnify and hold harmless _____________ with respect to the vacation and sick pay obligations of ______________ to the Retained Employees up to the amounts set forth on Exhibit "A". IN WITNESS WHEREOF , ______________________, Inc. and ___________________, Incorporated have caused this Agreement to be executed by their duly authorized officers, all as of the date first above written. ______________________________ By: _____________________________________ Its President [Corporate Seal] ____________________ By: _____________________________________ Its President [Corporate Seal] 2 EXHIBIT “A” Sick Pay Vacation Pay Hours Value Hours Value Respectfully submitted, ______________________________