EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN OCCIDENTAL PETROLEUM CORPORATION AND CALIFORNIA RESOURCES CORPORATION DATED AS OF NOVEMBER 25, 2014

further Liability with respect to or under, the following agreements, obligations and Liabilities, and CRC hereby indemnifies each member of the OPC Group, and the officers, directors, and employees of each member of the OPC Group, and shall hold them harmless with respect to such agreements, obligations or Liabilities:

(i)            any and all individual agreements entered into between any member of the OPC Group or CRC Group and any CRC Group Employee or Former CRC Group Employee;

(ii)           any and all agreements entered into between any member of the OPC Group or CRC Group and any individual who is a consultant or an independent contractor providing services primarily for the benefit of the CRC Business;

(iii)          any and all collective bargaining agreements, collective agreements and trade union or works council agreements entered into between any member of the OPC Group or CRC Group and any labor union, trade union, works council or other representative of CRC Group Employees;

(iv)          any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), commissions, bonuses, payment owed for any vacation or paid time off entitlement and any other compensation or benefits payable to or on behalf of any CRC Group Employees or Former CRC Group Employees on or after the Distribution Date, without regard to when such wages, salaries, incentive compensation, commissions, bonuses, or other compensation or benefits are or may have been earned;

(v)           any and all Liabilities and other obligations relating to any Benefit Plan that is sponsored, maintained or contributed to exclusively by a member or members of the CRC Group or for the benefit of one or more CRC Group Employees or Former CRC Group Employees (whether or not such Liabilities relate to CRC Group Employees or Former CRC Group Employees);

(vi)          any and all expenses and obligations related to relocation, repatriation, transfers or similar items incurred by or owed to any CRC Group Employees or Former CRC Group Employees that have not been paid prior to the Distribution Date;

(vii)         any and all immigration-related, visa, work application or similar rights, obligations and Liabilities related to any CRC Group Employees and Former CRC Group Employees;

(viii)        any employment tax, superannuation, employment insurance, pension plan or similar Liabilities incurred or owed with respect to CRC Group Employees and Former CRC Group Employees; and

(ix)          any and all Liabilities and obligations whatsoever with respect to claims made by, on behalf of, or with respect to any CRC Group Employees, Former CRC Group Employees or independent contractors providing services primarily for the

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CRC Business including any such Liability or obligation in connection with any labor or employment practice, workers’ compensation claims, labor or employment Laws, employee benefit plan, program or policy not otherwise expressly retained or assumed by any member of the OPC Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by any member of the CRC Group or any officer, director, employee or agent thereof on or prior to the Effective Time.

(c)           Certain Obligations of the OPC Group.  Except as otherwise provided in this Agreement, effective as of the Effective Time, no member of the CRC Group shall have any further Liability for, and OPC hereby indemnifies each member of the CRC Group, and the officers, directors, and employees of each member of the CRC Group, and shall hold them harmless with respect to any and all Liabilities and obligations whatsoever with respect to, claims made by or with respect to any OPC Group Employees and Former OPC Group Employees in connection with any employee benefit plan, program or policy not otherwise retained or assumed by any member of the CRC Group pursuant to this Agreement, including such Liabilities relating to actions or omissions of or by any member of the OPC Group or any officer, director, employee or agent thereof on, prior to or after the Effective Time.

Section 1.2            Service Credit.

(a)           Service for Participation, Eligibility, Vesting, and Benefit Level Purposes.  Except as otherwise provided in any other provision of this Agreement, the CRC Benefit Plans shall, and CRC shall cause each member of the CRC Group to, recognize each CRC Group Employee’s full service credit for purposes of participation, eligibility, vesting and determination of level of benefits under any CRC Benefit Plan for such CRC Group Employee’s service with any member of the OPC Group on or prior to the Effective Time, to the same extent such service would be credited if it had been performed for a member of the CRC Group.

(b)           Evidence of Prior Service.  Notwithstanding anything to the contrary, but subject to applicable Law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records available to the first Party to document such service, plan participation and membership of such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and determination of level of benefits with respect to any Employee.

Section 1.3            Plan Administration.

(a)           Transition Services.  The Parties acknowledge that the OPC Group or the CRC Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate or comparable agreement (if required by HIPAA or other applicable health information or privacy Laws) in connection with such Transition Services Agreement.

(b)           Participant Elections and Beneficiary Designations.  All participant elections and beneficiary designations made under any OPC Benefit Plan with respect to which

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Assets or Liabilities are transferred or allocated to plans maintained by a member of the CRC Group in accordance with this Agreement shall continue in effect under the applicable CRC Benefit Plan, including deferral, investment and payment form elections, dividend elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders, to the extent allowed by applicable Law.

Section 1.4            Retention of CRC Group Plans.  In the event any Benefit Plan is sponsored, maintained or contributed to exclusively by a member or members of the CRC Group or exclusively for the benefit of one or more CRC Group Employees or Former CRC Group Employees, from and after the Effective Time, CRC hereby assumes and retains, or shall cause a member of the CRC Group to assume or retain, sponsorship of such Benefit Plan and all Liabilities relating thereto (whether or not such Liabilities relate to CRC Group Employees or Former CRC Group Employees).

Section 1.5            No Duplication or Acceleration of Benefits.  Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Transfer Document, no participant in the CRC Defined Contribution Plans, CRC Welfare Plans or other CRC Benefit Plans shall receive benefits that duplicate benefits provided by the corresponding OPC Benefit Plan or arrangement. Furthermore, unless expressly provided for in this Agreement, the Separation Agreement or in any Transfer Document or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements to any compensation or Benefit Plan on the part of any OPC Group Employee, Former OPC Group Employee, OPC Director, CRC Director, CRC Group Employee or Former CRC Group Employee.

Section 1.6            No Expansion of Participation.  Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by OPC and CRC, as required by applicable Law, or as explicitly set forth in a CRC Benefit Plan, a CRC Group Employee shall be entitled to participate in the CRC Benefit Plans only to the extent that such Employee was entitled to participate in the corresponding OPC Benefit Plan or Benefit Plan sponsored by a member of the CRC Group as in effect as of the Effective Time, with it being the intent of the Parties that this Agreement does not result in any expansion of the number of CRC Group Employees participating or the participation rights therein that they had prior to the Effective Time.

ARTICLE II
DEFINITIONS

Section 2.1            Definitions.  As used in this Agreement, the following terms have the meanings set forth in this Section 2.1:

“Actual LTI Performance” means, with respect to an OPC LTI Cash Award or OPC RSU, the actual attainment of the performance objectives subject to such award, as determined by the OPC Committee based upon performance through the end of the latest practicable date prior to the Effective Time applicable to such award.

“Additional OPC RSAs” has the meaning set forth in Section 4.2(c).

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“Adjusted OPC DSU” has the meaning set forth in Section 4.5(b).

“Adjusted OPC LTI Award” means an Adjusted OPC DSU, Adjusted OPC MSU, Adjusted OPC RSU, Adjusted OPC SAR or Adjusted OPC Phantom Share Unit.

“Adjusted OPC MSU” has the meaning set forth in Section 4.4(b).

“Adjusted OPC Phantom Share Unit” has the meaning set forth in Section 4.7(b).

“Adjusted OPC RSU” has the meaning set forth in Section 4.5(d).

“Adjusted OPC SAR” has the meaning set forth in Section 4.3(b).

“Adjusted OPC Share Number” means, with respect to an Adjusted OPC LTI Award, (a) the number of shares of OPC Common Stock subject to the related OPC LTI Award immediately prior to the Effective Time (assuming, in the case of any OPC RSU, settlement based upon the target number of performance shares subject to such award) multiplied by (b) the OPC Equity Award Ratio, rounded (i) down to the nearest whole share of OPC Common Stock in the case of any Adjusted OPC SAR and (ii) up to the nearest whole share of OPC Common Stock in the case of any Adjusted OPC LTI Award other than an Adjusted OPC SAR.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” means this Employee Matters Agreement, together with all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 13.9.

“ASC 718” means Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or any successor accounting standard.

“Assets” has the meaning set forth in the Separation Agreement.

“Benefit Management Records” has the meaning set forth in Section 3.3(b).

“Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement (whether written or unwritten) providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent, or beneficiary of any Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code.

“Code” has the meaning set forth in the Separation Agreement.

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“Collective Bargaining Agreements” has the meaning set forth in Section 3.1(h).

“CRC” has the meaning set forth in the preamble to this Agreement.

“CRC Benefit Plan” means any Benefit Plan sponsored or maintained by a member of the CRC Group immediately following the Effective Time.

“CRC Business” has the meaning set forth in the Separation Agreement.

“CRC Common Stock” has the meaning set forth in the Separation Agreement.

“CRC Deferred Compensation Beneficiaries” has the meaning set forth in Section 8.2.

“CRC Deferred Compensation Plan” has the meaning set forth in Section 8.2.

“CRC Defined Contribution Plans” has the meaning set forth in Section 7.2.

“CRC Director” means any individual who is a non-employee member of the Board of Directors of CRC immediately after the Effective Time and who is not at such time also a member of the Board of Directors of OPC.

“CRC Director DSU” has the meaning set forth in Section 4.5(a).

“CRC DSU” has the meaning set forth in Section 4.5(a).

“CRC Employee LTI Cash Award” has the meaning set forth in Section 4.6(a).

“CRC Employee Mixed-Settlement Unit” has the meaning set forth in Section 4.4(a).

“CRC Employee RSA” has the meaning set forth in Section 4.2(b).

“CRC Employee Phantom Share Unit” has the meaning set forth in Section 4.7(a).

“CRC Employee RSU” has the meaning set forth in Section 4.5(c).

“CRC Employee SAR” has the meaning set forth in Section 4.3(a).

“CRC Entity” means any member of the CRC Group.

“CRC Equity Award Ratio” means the quotient obtained by dividing the OPC Pre-Distribution Stock Value by the CRC Stock Value.

“CRC ESPP” means an “employee stock purchase plan” (as defined in Section 423 of the Code) which shall be adopted by CRC in accordance with Section 4.12.

“CRC Existing Deferred Compensation Plan” means the Tidelands Deferred Compensation Plan.

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“CRC Existing Defined Contribution Plans” means the Orchard Petroleum Inc. 401(k) Profit Sharing Plan and Trust and the Tidelands Oil Production Company Employees’ Deferred Compensation 401(k) Savings & Investment Plan.

“CRC Existing Welfare Plans” means the Tidelands Oil Production Company Employee Long Term Disability Plan, the Tidelands Oil Production Company Employee Welfare Plan and the Tidelands Oil Production Company Occupational AD&D Plan.

“CRC FSA” has the meaning set forth in Section 9.5(b).

“CRC Group” has the meaning set forth in the Separation Agreement.

“CRC Group Defined Benefit Plans” means the THUMS Pension Plan and the Tidelands Oil Production Company Employees’ Pension Plan.

“CRC Group Employees” has the meaning set forth in Section 3.1(a).

“CRC LTI Awards” means the CRC DSUs, the CRC MSUs, the CRC RSAs, the CRC SARs, and the CRC Phantom Share Units.

“CRC MSU” has the meaning set forth in Section 4.4(a).

“CRC New Equity Plan” means the plan adopted by CRC and approved by a member of the OPC Group, in accordance with Section 4.12, under which the CRC LTI Awards described in Article IV shall be issued.

“CRC Pension Assets” has the meaning set forth in Section 6.2.

“CRC Pension Trust” has the meaning set forth in Section 6.2.

“CRC Phantom Share Units” has the meaning set forth in Section 4.7(a).

“CRC Post-Retirement Welfare Plan Participants” has the meaning set forth in Section 9.3.

“CRC Post-Retirement Welfare Plans” has the meaning set forth in Section 9.3.

“CRC RSA” has the meaning set forth in Section 4.2(b).

“CRC SAR” has the meaning set forth in Section 4.3(a).

“CRC Share Number” means, with respect to a CRC LTI Award, (a) the number of shares of OPC Common Stock subject to the related OPC LTI Award immediately prior to the Effective Time (assuming, in the case of any OPC RSU, settlement based upon (i) target performance if there is 12 months or more remaining in the performance period applicable to such award, or (ii) attainment of Actual LTI Performance if there is less than 12 months remaining in the performance period applicable to such award) multiplied by (b) the CRC Equity Award Ratio, rounded (i) down to the nearest whole share of CRC Common Stock in the case of

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any CRC SAR and (ii) up to the nearest whole share of CRC Common Stock in the case of any CRC LTI Award other than a CRC SAR.

“CRC Stock Value” means the simple average of the volume weighted average per share price of CRC Common Stock trading on the NYSE during Regular Trading Hours on the first four Trading Days following the Distribution Date.

“CRC Welfare Plan Participants” has the meaning set forth in Section 9.1.

“CRC Welfare Plans” has the meaning set forth in Section 9.2.

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Distribution Ratio” has the meaning set forth in the Separation Agreement.

“Effective Time” means the time immediately before the effective time of the Initial Distribution.

“Employee” means any OPC Group Employee, Former OPC Group Employee, Former CRC Group Employee or CRC Group Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“FICA” has the meaning set forth in Section 3.1(f).

“Former CRC Group Employees” means all former employees of the OPC Group who have an employment end date on or before the Effective Time and who provided services primarily relating to the CRC Business while employed by the OPC Group.

“Former OPC Group Employees” means all former employees of the OPC Group who are not Former CRC Group Employees.

“FSA Participation Period” has the meaning set forth in Section 9.5(b).

“FUTA” has the meaning set forth in Section 3.1(f).

“HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder and any similar foreign, state, provincial or local Law.

“Initial Distribution” has the meaning set forth in the Separation Agreement.

“Law” has the meaning set forth in the Separation Agreement.

“Liabilities” has the meaning set forth in the Separation Agreement.

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“NYSE” means the New York Stock Exchange.

“OPC” has the meaning set forth in the preamble.

“OPC Benefit Plan” means any Benefit Plan sponsored or maintained by a member of the OPC Group immediately prior to the Effective Time other than any Benefit Plan sponsored or maintained exclusively by a member of the CRC Group.

“OPC Committee” means the Executive Compensation Committee of the Board of Directors of OPC.

“OPC Common Stock” has the meaning set forth in the Separation Agreement.

“OPC Deferred Compensation Plans” means the Occidental Petroleum Corporation Modified Deferred Compensation Plan and the Occidental Petroleum Corporation Supplemental Retirement Plan II, each as amended.

“OPC Defined Benefit Plans” means all Benefit Plans sponsored by one or more members of the OPC Group that are subject to Title IV of ERISA, other than the CRC Group Defined Benefit Plans.

“OPC Defined Contribution Plans” means the Occidental Petroleum Corporation Savings Plan and the Occidental Petroleum Corporation Retirement Plan, each as amended.

“OPC Director” means any individual who is a non-employee member of the Board of Directors of OPC immediately prior to the Effective Time.

“OPC Director DSU” has the meaning set forth in Section 4.5(b).

“OPC DSA” means any award granted pursuant to any of the OPC Equity Plans to an OPC Director that may be fully-vested but that is subject to transfer restrictions immediately prior to the Effective Time.

“OPC DSP” means the Occidental Petroleum Corporation 2005 Deferred Stock Program, as amended.

“OPC DSU” means a deferred stock award granted pursuant to any of the OPC Equity Plans to an individual who was a non-employee member of the Board of Directors of OPC on the date of grant.

“OPC Employee Mixed-Settlement Unit” has the meaning set forth in Section 4.4(b).

“OPC Employee Phantom Share Unit” has the meaning set forth in Section 4.7(b).

“OPC Employee RSA” has the meaning set forth in Section 4.2(c).

“OPC Employee RSU” has the meaning set forth in Section 4.5(d).

“OPC Employee SAR” has the meaning set forth in Section 4.3(b).

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“OPC Entity” means any member of the OPC Group.

“OPC Equity Award Ratio” means the quotient obtained by dividing the OPC Pre-Distribution Stock Value by the OPC Post-Distribution Stock Value.

“OPC Equity Plans” means the Occidental Petroleum Corporation 2005 Long-Term Incentive Plan, the Occidental Petroleum Corporation Phantom Share Unit Award Plan, and any other plan or agreement sponsored or maintained by OPC as of the Effective Time pursuant to which equity or other long-term incentive awards are or may be granted (in each case, as amended from time to time).

“OPC Full Year Performance” has the meaning set forth in Section 5.1.

“OPC Group” has the meaning set forth in the Separation Agreement.

“OPC Group Employees” has the meaning set forth in Section 3.1(b).

“OPC LTI Awards” means the OPC DSAs, the OPC DSUs, the OPC LTI Cash Awards, the OPC LTI Mixed-Settlement Units, the OPC RSAs, the OPC RSUs, OPC SARs and the OPC Phantom Share Units.

“OPC LTI Cash Award” means a cash-based and cash-settled award granted pursuant to any of the OPC Equity Plans to an individual who was an employee on the date of grant of such award, and which award is subject to performance-based vesting and forfeiture conditions.

“OPC LTI Mixed-Settlement Unit” means a long-term incentive unit granted pursuant to any of the OPC Equity Plans and with respect to which each unit represents one share of OPC Common Stock and is generally intended to be settled 50% in shares of OPC Common Stock and 50% in cash.

“OPC Master Trust” means the trust established pursuant to that certain Master Trust Agreement dated as of April 1, 2004 between Occidental Petroleum Corporation, BNY Western Trust Company and The Bank of New York, as amended from time to time.

“OPC Phantom Share Unit” means a phantom share unit award granted pursuant to the Occidental Petroleum Corporation Phantom Share Unit Award Plan.

“OPC Post-Distribution Stock Value” means the simple average of the volume weighted average per share price of OPC Common Stock trading on the NYSE during Regular Trading Hours on the first four Trading Days following the Distribution Date.

“OPC Post-Retirement Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the OPC Group as of immediately prior to the Effective Time, for the benefit of retired employees of the OPC Group.

“OPC Pre-Distribution Stock Value” means the simple average of the volume weighted average per share price of OPC Common Stock trading “regular way with due bills” on the

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NYSE during Regular Trading Hours on the Distribution Date and the three immediately preceding Trading Days.

“OPC RSA” means a restricted stock award granted pursuant to any of the OPC Equity Plans (which term shall not include any OPC DSA or OPC DSU).

“OPC RSU” means an award of deferred stock granted pursuant to any of the OPC Equity Plans to an individual who was an employee on the date of grant of such award, and which award is subject to performance-based vesting and forfeiture conditions.

“OPC SAR” means a stock appreciation right granted pursuant to any of the OPC Equity Plans.

“OPC Short-Term Incentive Plans”  means those short-term incentive plans sponsored by the members of the OPC Group.

“OPC Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the OPC Group as of immediately prior to the Effective Time, other than an OPC Post-Retirement Welfare Plan.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Pension Transfer Date” has the meaning set forth in Section 6.2.

“Person” has the meaning set forth in the Separation Agreement.

“Regular Trading Hours” means the period beginning at 9:30 A.M. New York City time and ending 4:00 P.M. New York City time.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“THUMS Pension Plan” means the THUMS Long Beach Company Pension Plan.

“Trading Day” means the period of time during any given calendar day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in shares of OPC Common Stock or CRC Common Stock is permitted on the NYSE.

“Transfer Documents” has the meaning set forth in the Separation Agreement.

“Transition Services Agreement” has the meaning set forth in the Separation Agreement.

“U.S.” means the United States of America.

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“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, as amended, and the regulations promulgated thereunder, and any applicable foreign, state, provincial or local Law equivalent.

“Welfare Plan” means, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, and mental health and substance abuse), disability benefits, or life, accidental death and disability, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time off programs, contribution funding toward a health savings account or flexible spending accounts.

Section 2.2                                    Interpretation.  In this Agreement, unless the context clearly indicates otherwise:

(a)                                 words used in the singular include the plural and words used in the plural include the singular;

(b)                                 if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;

(c)                                  reference to any gender includes the other gender and the neuter;

(d)                                 the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e)                                  the words “shall” and “will” are used interchangeably and have the same meaning;

(f)                                   the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g)                                  relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(h)                                 whenever this Agreement refers to a number of days, such number shall refer to calendar days;

(i)                                     accounting terms used herein have the meanings historically ascribed to them by OPC and its Subsidiaries, including CRC for this purpose, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(j)                                    reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

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(k)                                 the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(l)                                     the term “commercially reasonable efforts” means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume Liabilities other than expenditures and Liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Distribution;

(m)                             reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement;

(n)                                 reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(o)                                 references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Initial Distribution and any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(p)                                 if there is any conflict between the provisions of the main body of this Agreement and the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(q)                                 unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the U.S.;

(r)                                    the titles to Articles and headings of Sections contained in this Agreement, in any Schedule and exhibit and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

(s)                                   any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be.

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ARTICLE III
ASSIGNMENT OF EMPLOYEES

Section 3.1                                    Active Employees.

(a)                                 CRC Group Employees.  Except as otherwise set forth in this Agreement, effective not later than immediately prior to the Effective Time, the employment of each individual (i) who is employed by CRC or a Subsidiary of CRC as of immediately prior to the Effective Time or (ii) whose employment duties are to be exclusively related to the CRC Business immediately following the Effective Time (collectively, the “CRC Group Employees”) shall continue with a member of the CRC Group or is hereby assigned and transferred as of the Effective Time to a member of the CRC Group (in each case, with such member as determined by CRC). Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation, if any, as may be necessary to reflect such assignments and transfers.