Common use of Benefits Matters Clause in Contracts

Benefits Matters. (a) Until the 12-month anniversary of the Effective Time (the “Continuation Period”), Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Date, Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until the 12-month anniversary of the Effective Time (the “Continuation Period”), Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood Acquisition agrees that the particular elements of compensation and benefits provided after the Effective Time may be different Company will honor and, from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect the Surviving Corporation and its Subsidiaries will honor all obligations under employment agreements, Company Benefit Plans and all other employee benefit plans, programs, policies and arrangements of the Company and its Subsidiaries in accordance with the terms thereof. (b) Acquisition agrees that the Surviving Corporation will take such Affected Employeeactions as are necessary so that, for a period of at least one year from the Effective Time, employees of the Company and its Subsidiaries will be provided cash compensation, employee benefit and incentive compensation and similar plans and programs (other than equity-based compensation plans and programs) as will provide compensation and benefits which in the aggregate are no less favorable than those provided to such employees as of the date hereof. (c) For To the extent permitted under applicable Law, each employee of the Company or its Subsidiaries shall be given credit for all service with the Company or its Subsidiaries (or service credited by the Company or its Subsidiaries) under all employee benefit plans, programs, policies and arrangements maintained by the Surviving Corporation in which they participate or in which they become participants for purposes of eligibility, vesting and benefit accrual including, without limitation, for purposes of determining the number of (1) short-term and long-term disability benefits, (2) severance benefits, (3) vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee benefits and (4) benefits under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Timeretirement plan. (d) From This Section 5.08, which shall survive the consummation of the Merger at the Effective Time and after shall continue without limit except as expressly set forth herein, is intended to benefit and bind the Closing DateCompany, Receiver shall honor, pay, perform the Surviving Corporation and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or person referenced in respect ofthis Section 5.08, each Safety Employee arising under of whom may enforce the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.105.08 whether or not party to this Agreement. Except as provided in clause (a) above, nothing contained hereinin this Section 5.08 shall create any beneficiary rights in any employee or former employee (including any dependent thereof) of the Company, whether express any of its Subsidiaries or impliedthe Surviving Corporation in respect of continued employment for any specified period of any nature or kind whatsoever. In addition, (i) nothing in this Section 5.08 shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall construed to limit the right ability of Receiver the Surviving Corporation or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any review Company Benefit Plans and all other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit planplans, program programs, policies and arrangements from time to time and make such changes as it or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangementthey deem appropriate. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until the 1218-month anniversary of the Effective Time (the “Continuation Period”), Receiver the Surviving Corporation shall provide, or cause to be provided toprovided, Receiver Employees for those employees of the Company and Safety Employees (the “Affected Employees”) Company’s Subsidiaries who continue as employees of the Surviving Corporation, the Company’s Subsidiaries or the Parent during the Continuation Period, total compensation and employee benefits that are substantially comparable equivalent in the aggregate to those currently provided by Receiver the Company or Safety (or their respective Subsidiaries), as applicable, the applicable Subsidiary of the Company to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans; provided that employees who are subject to agreements specifying compensation, as applicable, it being understood that the particular elements of compensation benefits and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee payments shall be credited provided such compensation, benefits and payments in accordance with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefitsagreements. In addition, and without Without limiting the generality of the foregoing, (ithe Surviving Corporation and any successor thereto shall honor, fulfill and discharge the Company’s and its Subsidiaries’ obligations under the agreements and arrangements identified in Section 5.8(a) each Affected Employee of the Company Disclosure Letter. The Surviving Corporation shall be immediately eligible required to participate, without provide to any waiting time, employee whose employment is terminated during the Continuation Period with severance benefits which are substantially equivalent in any and all New Plans, except the aggregate to the extent severance benefits currently provided under the Employee Plans set forth in Section 5.8(a) of the Company Disclosure Letter, including by recognizing all service recognized by the Company and its Subsidiaries for such employee would not have been eligible to participate purpose under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately the applicable Employee Plan providing such severance. Benefits provided under the ESOP prior to or in connection with the Effective Time and (ii) Closing shall not be taken into consideration for purposes of each New Plan providing medicaldetermining equivalency pursuant to the foregoing provisions of this Section 5.8(a); provided, dentalhowever, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or that Parent shall cause the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan Corporation to be waived for such employee and his or her covered dependents make employer contributions to the extent that such conditions would be waived Affected Employees under the comparable plans savings plan component of Receiver the Company’s Employee Investment and Employee Stock Ownership Plan, as amended and restated effective January 1, 2007, and as may be further amended by the Surviving Corporation (or any successor plan thereto) such that the Affected Employees’ aggregate benefits satisfy the provisions set forth in the first sentence of this Section 5.8(a). (b) For purposes hereof, “Affected Employees” shall mean those individuals who are employees of the Company and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such (including those employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participateswho are on vacation, or is eligible to participate inauthorized leave of absence, the same employee benefit plan, program including a disability or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (cmaternity leave) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Date, Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until Parent shall or shall cause the 12-month anniversary of Company to provide, with respect to the period beginning with the Effective Time (the “Continuation Period”)and ending on July 31, Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable2019, to such employees pursuant each Company Employee who was employed by the Company or any of its Subsidiaries prior to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from and remains employed by the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective SubsidiariesSubsidiaries after the Effective Time (each an “Affected Employee” and, as applicablecollectively, the “Affected Employees”) (other than any Company Employees covered by a collective bargaining agreement), (i) base salary or wages, annual cash bonus or cash incentive compensation opportunities and employee benefits that are in which the aggregate, no less favorable than the base salary or wages, annual cash bonus or cash incentive compensation opportunities and employee benefits (excluding the 2017 Enterprise Incentive Plan (but including the value of other equity compensation), deferred compensation and stock purchase plans) provided to each such employee participated or was eligible to participate Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time, provided and (ii) severance benefits that are no less favorable than benefits available in the foregoing programs listed in Section 4.13(ii) of the Disclosure Schedule. (a) Parent shall or shall cause the Company to provide that any employee benefit plans of the Parent or any of its Affiliates in which Affected Employees are entitled to participate following the Effective Time (“Parent Plans”) take into account for purposes of eligibility, vesting, accrual and level of benefits (but not apply with respect to for benefit accrual accruals under any defined benefit pension plans and eligibility for retiree health and welfare plans and eligibility for retirement treatment under long-term incentive plans), service by such Affected Employees as if such service were with Parent, to the same extent such service was credited under a comparable plan of the Company or retiree medical benefit plan or any of its Subsidiaries (except to the extent that its application it would result in a duplication of benefits. In additionbenefits for the same period of service). (b) With respect to Parent Plans, and without limiting the generality of the foregoing, Parent shall (i) cause there to be waived for each Affected Employee shall be immediately eligible to participate, without any eligibility requirements or pre-existing condition limitations or waiting time, in any and all New Plans, except period requirements to the extent such employee it would not have been eligible then apply to participate an Affected Employee under the comparable plans plan of Receiver the Company or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time any of its Subsidiaries and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to in determining any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance co-insurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for limitations, during the applicable plan calendar year as if such amounts had been paid in accordance with such New Plan but only to which the extent such expenses were incurred before the date such employees Affected Employee commences participation in the corresponding New Plan is effective. For the avoidance of doubta Parent Plan, give effect to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect amounts paid by such Affected EmployeeEmployees under similar plans maintained by the Company or any of its Subsidiaries. (c) For purposes of determining the number of vacation days With respect to which each Affected Employee shall be entitledEmployees, Receiver shall honor Parent shall, or shall cause the Company to be honored honor, fulfill and discharge the Company’s and its Subsidiaries’ obligations under all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety Company Plans, and all employment, change in control or Receiver, as applicable, covering such Affected Employee immediately severance agreements entered into prior to the Effective Timedate hereof; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect that, except as may be required to any and all Affected Employees after satisfy the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which obligation to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Dateprovide severance benefits pursuant to Section 4.13(ii), Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall not limit the right ability of Receiver Parent, the Company or any of its Subsidiaries to amend, modify or terminate any such agreements or otherwise modify (or cause to be amendedCompany Plans in accordance with their terms. For the avoidance of doubt, terminated or otherwise modified) for purposes of any Receiver Employee Plan, Safety Employee Company Plan or any other employment benefit planagreement between an Affected Employee and the Company or any Subsidiary containing a definition of “change in control” or “change of control”, program the Closing shall be deemed to constitute a “change in control” or arrangement “change of control.” (d) Parent agrees that, with respect to the annual cash incentive plans set forth in Section 4.13(d) of the Company Disclosure Schedule (the “Annual Incentive Plans”), it shall, or shall cause the Company, to pay each participant in an Annual Incentive Plan (each an “Incentive Plan Participant”) who is employed by the Company on the Closing Date, the prorated amount of each Incentive Plan Participant’s incentive opportunity, at the target level of performance as of the Effective Time, with respect to the portion of the performance period that occurs prior to the Closing Date, with such payment to be made no later than the thirtieth day following the Closing Date. (e) Each cash performance award (each a “Cash Performance Award”) granted pursuant to the Company’s 2015, 2016 or 2017 Long-Term Performance Incentive Plan for Officers and Key Managers that is outstanding as of the date hereof and which remains outstanding as of the Effective Time shall, as of immediately prior to the Effective Time, vest (to the extent unvested) pro-rata based on the portion of the performance period that occurs priors to the Closing Date and, all performance-based vesting conditions shall be deemed to have been satisfied at the greater of target or actual level of performance as of immediately prior to the Effective Time, and each Cash Performance Award granted under the Company’s 2017 Enterprise Incentive Plan that is outstanding as of the date hereof and which remains outstanding as of the Effective Time shall, as of immediately prior to the Effective Time, vest and be payable based on the actual level of performance for the quarter ending on or before the Effective Time, pro-rated based on the proration schedule set forth in Section 2.3(a) of the Disclosure Schedule. In exchange for the cancellation of each Cash Performance Award, each holder thereof as of the Effective Time shall be entitled to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, but no later than thirty (30) days after the Effective Time, an amount in cash, without interest, equal to such vested portion Cash Performance Award, less any Taxes required to be withheld in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions Section 2.6. (f) Nothing contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, 4.13 shall create any third party beneficiary or other rights (i) in be construed to establish, amend, or modify any other person, including any employees, former employees, any participant in any employee benefit or compensation plan, program program, agreement, contract, policy or arrangement (or any dependent or beneficiary thereof)arrangement, of Safety, Receiver or their respective Affiliates or (ii) except as may be required to satisfy the obligation to provide severance benefits pursuant to Section 4.13(ii), limit the ability of the Company or Parent or any of their Subsidiaries or affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) create any third-party beneficiary rights or obligations in any person (including any Affected Employee or former employee) other than the parties to this Agreement or any right to employment or continued employment or to a particular term or condition of employment with Parent, Receiverthe Company or Parent or any of their Subsidiaries, or any of their respective Affiliates affiliates, or continued participation in any employee benefit plan, program or arrangement. (eiv) Effective prior to limit the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders right of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. Company or Parent (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”their Subsidiaries) under to terminate the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause employment or service of any employee or other service provider following the accounts (including Closing Date at any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, time and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) for any or no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Planreason.

Benefits Matters. (a) Until the 12-month anniversary For purposes hereof, "AFFECTED EMPLOYEES" shall mean those individuals who are employees of the Effective Time Company and its subsidiaries (the “Continuation Period”)including those employees who are on vacation, Receiver shall provideleave of absence, disability or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”maternity leave) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including Parent shall, and shall cause the Surviving Corporation to, give the Affected Employees credit for purposes of vesting, eligibility to participate and level of benefits) vesting under any employee welfare benefit plans, programs or arrangements including, without limitation, such plans as defined in Section 3(1) of Receiver or ERISA, maintained by Parent, the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (Corporation and their respective Subsidiaries subsidiaries, for the Affected Employees' service with the Company and predecessors) before the Effective Time, its subsidiaries to the same extent as such Receiver or Safety employee was entitled, before recognized by the Company and its subsidiaries immediately prior to the Effective Time, to credit for service under Time in any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, Company Benefit Plan in which such employee participated or was eligible to participate Affected Employee participates immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or Parent shall cause the Surviving Corporation to (i) waive or continue to waive any preexisting-condition exclusions to coverage, any evidence-of-insurability requirements, and any waiting-period requirements, with respect to participation and coverage requirements applicable to the Affected Employees under any employee welfare benefit plans in which such employees may be honored all vacation days earned but not yet taken by such Affected Employee eligible to participate after the Effective Time to the extent waived under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee applicable Company Benefit Plans immediately prior to the Effective Time; providedPROVIDED THAT, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to participation in any and all Affected Employees employee welfare benefit plan of Parent after the Effective Time as long as all such Time, the Affected Employees are given a reasonable opportunity following Employee must enroll within thirty-one days of first eligibility and (ii) provide or continue to provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in the calendar year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any such welfare benefit plans in which the Affected Employees are eligible to use any vacation that they have earned as of participate after the Effective Time; PROVIDED THAT, with respect to participation in any employee welfare benefit plan of Parent after the Effective Time, the Affected Employee must enroll within thirty-one days of first eligibility. (d) From Parent currently intends to cause the Surviving Corporation to provide benefits to each current employee of the Company and after its subsidiaries that are no less favorable in the Closing Date, Receiver shall honor, pay, perform aggregate to such employees than the benefits provided to similarly situated employees of Parent and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material its subsidiaries (it being understood that all other liabilitiesemployees of Parent's retail franchise service station business are similarly situated to Jiffy Lube employees), obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement)excluding equity or equity-based programs. Nothing Except as otherwise provided by this Section 5.08, nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, construed as (i) shall be treated as an amendment or other modification of guaranteeing any Receiver Affected Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement right to continued employment following the Effective Time or (ii) shall limit the limiting Parent's right of Receiver or any of its Subsidiaries to amend, modify or terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Company Benefit Plan, Safety Employee Plan Company Benefit Agreement or any other employment benefit plan, program plan or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to which Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and eligible to participate in following the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record DateEffective Time. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until the 12-month anniversary of the Effective Time Purchaser shall, and shall cause its Affiliates to (the “Continuation Period”if applicable), Receiver shall provide, or cause to be provided to, Receiver give the Affected Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For full credit for all purposes (including without limitation for purposes of vestingeligibility to participate, eligibility to participate commence benefits and level vesting, as applicable but not for purposes of benefitsbenefit accrual under a Plan that is a defined benefit pension plan, if any) under any employee benefit plansPlans, programs policies, practices or arrangements of Receiver maintained by Purchaser or the Surviving Company or their respective Subsidiaries that provide benefits to its Affiliates, for the Affected Employees (Employees' service with the “New Plans”) Seller and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (its Affiliates and their respective Subsidiaries and predecessors) before the Effective Time, predecessors to the same extent as such Receiver recognized by the Seller or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries)Affiliates, as applicable, immediately prior to the Effective Time Closing. (b) Following the Closing, to the extent permitted by Purchasers' insurance carriers (after good faith negotiations by Purchaser with such carriers) and permitted by law, Purchaser shall ensure, and shall cause its Affiliates to ensure (iiif applicable), that: (i) for purposes no limitations or exclusions as to preexisting conditions, evidence of each New Plan providing medicalinsurability or good health, dental, pharmaceutical and/or vision benefits or waiting periods are applicable to any Affected Employee, Receiver Employees or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his their dependents or her covered dependents to the extent that such conditions would be waived beneficiaries under the comparable any welfare benefit plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before Employees may be eligible to participate; and (ii) any costs or expenses incurred by Affected Employees (and their dependents or beneficiaries) during the consummation of calendar year in which the Merger Closing occurs, up to and including the Closing Date, shall be taken into account under such New Plan for purposes of satisfying all applicable deductible, coinsurance and co-payment, coinsurance, maximum out-of-pocket requirements applicable to such employee provisions and his like adjustments or her covered dependents for limitations on coverage under any welfare benefit plans in which the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is Employees may be eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employeeparticipate. (c) For purposes of determining the number of vacation days to which each Affected Employee Purchaser shall be entitled, Receiver shall honor or and shall cause its Affiliates (if applicable) (i) to be honored all vacation days earned but not yet taken by extend coverage to the Affected Employees under Plans and arrangements of Purchaser or its Affiliates on the same terms and conditions that such Affected Employee under the vacation program coverage is provided to similarly situated employees of Safety Purchaser or Receiverits Affiliates, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Date, Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both on the Surviving Company Closing Date, provide Affected Employees salary, commissions and Parent shall cause there bonus opportunities substantially equivalent to be a continuation of earnings on participants’ accounts under those provided to Affected Employees by Seller or its Affiliates immediately prior to Closing, provided however, that Purchaser reserves the Safety Executive Deferred Compensation Plan right to adjust such salary, commissions and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Planbonus opportunities thereafter.

Benefits Matters. (a) Until the 12-month anniversary For purposes hereof, "Affected Employees" shall mean those - ------------------ individuals who are employees of the Effective Time Company and its subsidiaries (the “Continuation Period”)including those employees who are on vacation, Receiver shall provideleave of absence, disability or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”maternity leave) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including Parent shall, and shall cause the Surviving Corporation to, give the Affected Employees credit for purposes of vesting, eligibility to participate and level of benefits) vesting under any employee welfare benefit plans, programs or arrangements including, without limitation, such plans as defined in Section 3(1) of Receiver or ERISA, maintained by Parent, the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (Corporation and their respective Subsidiaries subsidiaries, for the Affected Employees' service with the Company and predecessors) before the Effective Time, its subsidiaries to the same extent as such Receiver or Safety employee was entitled, before recognized by the Company and its subsidiaries immediately prior to the Effective Time, to credit for service under Time in any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, Company Benefit Plan in which such employee participated or was eligible to participate Affected Employee participates immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or Parent shall cause the Surviving Corporation to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety (i) waive or Receivercontinue to waive any preexisting-condition exclusions to coverage, as applicableany evidence-of- insurability requirements, covering such Affected Employee immediately prior to the Effective Time; providedand any waiting-period requirements, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any participation and all coverage requirements applicable to the Affected Employees under any employee welfare benefit plans in which such employees may be eligible to participate after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time.the (d) From Parent currently intends to cause the Surviving Corporation to provide benefits to each current employee of the Company and after its subsidiaries that are no less favorable in the Closing Date, Receiver shall honor, pay, perform aggregate to such employees than the benefits provided to similarly situated employees of Parent and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material its subsidiaries (it being understood that all other liabilitiesemployees of Parent's retail franchise service station business are similarly situated to Jiffy Lube employees), obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement)excluding equity or equity-based programs. Nothing Except as otherwise provided by this Section 5.08, nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, construed as (i) shall be treated as an amendment or other modification of guaranteeing any Receiver Affected Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement right to continued employment following the Effective Time or (ii) shall limit the limiting Parent's right of Receiver or any of its Subsidiaries to amend, modify or terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Company Benefit Plan, Safety Employee Plan Company Benefit Agreement or any other employment benefit plan, program plan or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to which Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and eligible to participate in following the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record DateEffective Time. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until the 12-month anniversary For purposes hereof, “Company Employees” shall mean those individuals who are employees of the Effective Time Company and its subsidiaries (the “Continuation Period”)including those employees who are on vacation, Receiver shall provideleave of absence, disability or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”maternity leave) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, Parent shall, and shall cause the Surviving Corporation to, give the Company Employees full credit for all purposes (including purposes of vestingpurposes, eligibility to participate and level of benefits) under any employee benefit plans, programs plans or arrangements maintained by Parent’s (or one of Receiver or its subsidiaries’) water business in the United States, the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (Corporation and their respective Subsidiaries subsidiaries, and predecessors) before in which Company Employees may become eligible to participate for the Company Employees’ service with the Company and its subsidiaries to the same extent recognized by the Company and its subsidiaries immediately prior to the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit except for service purposes of benefit accrual under any similar employee defined benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, pension plans in which such employee participated or was eligible to the Company Employees do not participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual so long as credit for past service under any defined benefit such pension plan is also not given to other employees employed in Parent’s (or retiree medical benefit plan one of its subsidiaries’) water businesses in the United States or to the extent that its application giving such credit would result in a duplication of benefits. In additionbenefits (including in respect of benefit accrual under defined benefit pension plans) for the same period of service. (c) Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, Parent shall, and without limiting shall cause the generality of the foregoingSurviving Corporation to, (i) each Affected Employee shall be immediately eligible waive all limitations as to participatepreexisting conditions, without any exclusions and waiting timeperiods with respect to participation and coverage requirements applicable to the Company Employees and, in any and all New Plans, except to the extent applicable, any retired employee constituting a member of the Retiree Group (as defined below) (any such employee would not have been a “Retired Employee”) under any welfare benefit plans in which such employees may be eligible to participate after the Effective Time to the extent waived under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, the applicable Company Benefit Plan immediately prior to the Effective Time and (ii) provide each Company Employee (and each Retired Employee) with credit for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all preco-existing condition exclusions payments and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately deductibles paid prior to the Effective Time and Receiver or in the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during calendar year in which the portion of Effective Time occurs (or, if later, the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Company Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of (and each Retired Employee) commences participation) in satisfying all deductible, coinsurance and maximum any applicable deductible or out-of-pocket requirements applicable to under any welfare plans in which such employee Company Employee (and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or each Retired Employee) is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (cd) For purposes Parent agrees to honor, and shall cause the Surviving Corporation to honor, the Company Benefit Plans disclosed in the Filed SEC Documents or Section 3.01(k)(i) of determining the number Company Disclosure Schedule in accordance with their current terms. Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, for a period of vacation days to which each Affected Employee shall be entitled18 months immediately following the Effective Time, Receiver shall honor Parent shall, or shall cause the Surviving Corporation to, provide to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or ReceiverCompany Employees compensation (including base pay and annual and long term incentive opportunities) and employee benefits (including health, as applicablewelfare, covering such Affected Employee pension, vacation, savings and severance) that are no less favorable in the aggregate than those provided to the Company Employees immediately prior to the Effective Time; provided, that nothing herein for a period of 12 months immediately following the Effective Time, Parent shall, or shall prohibit cause the Surviving Corporation to, maintain the Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time (other than equity or restrict Receiver from implementing equity- based plans) without any adverse amendment thereto or applying a “use it termination thereof (except as required by Applicable Law and Judgments or lose it” any Collective Bargaining Agreement). Notwithstanding the foregoing, following the Effective Time, there shall be no obligation to provide Company Employees with awards of capital stock of any entity or similar vacation policy with respect awards of options or other rights of any kind to acquire capital stock of any entity); provided, however, that the value of any equity-based compensation provided to Company Employees immediately prior to the Effective Time shall be taken into account in determining whether compensation and all Affected Employees benefits provided during the 18 months after the Effective Time as long as all such Affected are no less favorable in the aggregate than those provided to Company Employees are given a reasonable opportunity following the Effective Time in which immediately prior to use any vacation that they have earned as of the Effective Time. (de) From Subject to Applicable Law and after Judgments and obligations under Collective Bargaining Agreements, Parent shall, or shall cause the Surviving Corporation to, provide to the Retiree Group (as defined below), without adverse amendment, the post-retirement medical and life insurance benefits as in effect immediately prior to the Closing Date (at the same levels, and at the same cost (if any), as in effect immediately prior to the Closing Date), Receiver shall honor, pay, perform provided to Company Employees who are not covered by a Collective Bargaining Agreement and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed their dependents as set forth in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right retiree medical plan listed in Section 3.01(k)(i) of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan Company Disclosure Schedule (the “Transferee Deferred Compensation Retiree Medical Plan”). Effective The “Retiree Group” means each Company Employee who is not (or was not while employed) covered by a Collective Bargaining Agreement and who, as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) is either retired under the Safety Executive Deferred Compensation Plan, terms of the Retiree Medical Plan as in effect on the date hereof or (ii) Safety shall cause has satisfied all applicable eligibility requirements (under the accounts (including any unvested amounts) terms of the Non-Safety Participants under the Safety Executive Deferred Compensation Retiree Medical Plan as of such in effect on the date hereof) necessary to be transferred to commence receiving benefits if his or her employment were terminated at the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation PlanEffective Time.

Benefits Matters. (a) Until From and after the 12-month anniversary Specified Date, Rexam shall, and shall cause the Surviving Corporation to, honor in accordance with their respective terms the Company Benefit Plans, Company Benefit Agreements and all of the Effective Time Company's other employee benefit, compensation, employment, severance and termination agreements, plans and policies, including any rights or benefits arising as a result of the transactions contemplated by this Agreement (the “Continuation Period”either alone or in combination with any other event), Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, ; it being understood agreed and acknowledged by Rexam that the particular elements transactions contemplated by this Agreement constitute a "change of compensation control" for all purposes under all such agreements, plans and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Timepolicies. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any the employee benefit plans, programs or arrangements plans of Receiver or Rexam and its affiliates providing benefits to any current employees of the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees any of its subsidiaries (the “New Plans”"COMPANY EMPLOYEES") and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participatesafter the Effective Time, each Affected Company Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety with the Company and its affiliates (and their respective Subsidiaries and predecessorsany predecessor entities thereof) before the Effective Time, to the same extent as such Receiver or Safety employee Company Employee was entitled, before the Effective TimeTime (or if earlier, the Specified Date), to credit for such service under any similar employee benefit plan Company Benefit Plans, except for purposes of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or plans to the extent that its application giving such credit would result in a duplication of benefits. In addition, and without limiting the generality accrued benefits in respect of the foregoingsame period of service. Rexam will, (i) or will cause its subsidiaries to provide each Affected Company Employee shall be immediately eligible to participate, without with credit for any waiting time, in any co-payments and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately deductibles incurred prior to the Effective Time and (iior such earlier or later transition date to new welfare benefits plans) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, calendar year in which such employee participated immediately prior to the Effective Time and Receiver (or the Surviving Company shall cause any eligible expenses incurred by such employee and his earlier or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicablelater transition date) occurs, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum any applicable deductible or out-of-pocket requirements applicable to such employee and his or her covered dependents for under any welfare plans that the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is Company Employees are eligible to participate in, the same employee benefit plan, program or arrangement before and in after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (dc) From Rexam agrees that, during the period from the Specified Date until December 31, 2001 (the "CONTINUATION PERIOD"), the Company Employees shall continue to be provided with benefits under employee benefit plans that are no less favorable in the aggregate to those provided to such employees by the Company and after its subsidiaries immediately prior to the Closing DateSpecified Date (other than equity or equity-based programs). Notwithstanding anything to the contrary contained herein, Receiver shall honorduring the Continuation Period , payRexam shall, perform and satisfy or shall cause the Surviving Corporation to, honor and continue the Company's severance plans including the severance benefits plan enhancements thereto as in effect on the date hereof, without amendment or modification. (d) At the Effective Time, Rexam and the Company will establish a retention bonus pool in the amount of approximately $13,000,000 to be honored, paid, performed allocated and satisfied any and all paid as set forth on Section 5.08(d) of Safety’s liabilities, obligations and responsibilities to, the Company Disclosure Schedule. (e) Nothing contained in this Section 5.08 or elsewhere in respect of, each Safety Employee arising under this Agreement shall be construed to prevent the terms termination of employment of any Safety individual Company Employee or, subject to the limitations of Sections 5.08(a), (b), (c) and (d), any change in the employee benefits available to any individual Company Employee or the amendment or termination of any particular Company Benefit Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor Company Benefit Agreement or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program program, policy or arrangement or to the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of extent permitted by its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date terms as in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective effect immediately prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Specified Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until Upon the 12-month anniversary written request of Purchaser at least five (5) Business Days prior to the Effective Time Closing Date to Seller Representative (the “Continuation PeriodPlan Termination Notice”), Receiver effective as of immediately prior to Closing Date and contingent upon the occurrence of the Closing, the Acquired Companies shall provide, (and Sellers shall cause the Acquired Companies to terminate) terminate (i) any or cause to be provided to, Receiver Employees all U.S. Tax qualified retirement plans and Safety Employees any other Company Benefit Plans sponsored by the Acquired Companies or (ii) the “Affected Employees”) total compensation Acquired Companies’ participation in any or all U.S. Tax qualified retirement plans and employee benefits any other Company Benefit Plans that are substantially comparable in not sponsored by the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries)Acquired Companies, as applicable, to such employees pursuant requested and to the Receiver Employee extent directed by Xxxxxxxxx and otherwise in compliance with Applicable Law. If Purchaser timely provides a Plan Termination Notice to Seller Representative, the Sellers shall deliver to Purchaser, prior to the Closing Date, evidence that Sellers have validly adopted resolutions to terminate the Company Benefit Plans or the Safety Employee Acquired Companies participation in the Company Benefit Plans, subject to termination as applicableset forth in this paragraph (the form and substance of which resolutions shall be subject to review and approval of Purchaser, it with such approval not being understood that unreasonably withheld by Purchaser), effective no later than the particular elements date immediately preceding the Closing Date and contingent upon the occurrence of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective TimeClosing. (b) For all purposes (including purposes of vesting, eligibility to participate Following the date hereof and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective TimeClosing, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In additionSellers shall, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Date, Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities Acquired Companies to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise promptly (and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record dateany event within 30 days), Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend submit true, correct and complete corrective filings pursuant to the terms Department of the Receiver Stock Plans and in compliance Labor’s Delinquent Filer Voluntary Compliance Program with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take respect to all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible missing or delinquent Form 5500 filings for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving each Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Benefit Plan.

Benefits Matters. (a) Until the 12-month anniversary For purposes hereof, Affected Employees shall mean those individuals who are employees of the Effective Time Company and its Subsidiaries (the “Continuation Period”)including those employees who are on vacation, Receiver shall provideleave of absence, disability or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”maternity leave) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including Parent shall, and shall cause the Surviving Corporation to, give the Affected Employees credit for purposes of vesting, eligibility to participate and level of benefits) vesting under any employee welfare benefit plans, programs or arrangements including, without limitation, such plans as defined in Section 3(1) of Receiver or ERISA, maintained by Parent, the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (Corporation and their respective Subsidiaries, for the Affected Employees’ service with the Company and its Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before recognized by the Company and its Subsidiaries immediately prior to the Effective Time, to credit for service under Time in any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, Employee Plan in which such employee participated or was eligible to participate Affected Employee participates immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or Parent shall cause the Surviving Corporation to (i) waive or continue to waive any preexisting-condition exclusions to coverage, any evidence-of-insurability requirements, and any waiting-period requirements, with respect to participation and coverage requirements applicable to the Affected Employees under any employee welfare benefit plans in which such employees may be honored all vacation days earned but not yet taken by such Affected Employee eligible to participate after the Effective Time to the extent waived under the vacation program of Safety or Receiver, as applicable, covering such Affected applicable Employee Plans immediately prior to the Effective Time; providedprovided that, with respect to participation in any employee welfare benefit plan of Parent after the Effective Time, the Affected Employee must enroll within 31 days of first eligibility and (ii) provide or continue to provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in the calendar year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any such welfare benefit plans in which the Affected Employees are eligible to participate after the Effective Time; provided that, with respect to participation in any employee welfare benefit plan of Parent after the Effective Time, the Affected Employee must enroll within 31 days of first eligibility. (d) Parent currently intends to cause the Surviving Corporation to provide benefits to each current employee of the Company and its Subsidiaries that are no less favorable in the aggregate to such employees than the benefits provided to similarly situated employees of Parent and its Subsidiaries, excluding equity or equity-based programs. Except as otherwise provided by this Section 5.8, nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect be construed as (i) guaranteeing any Affected Employee the right to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity continued employment following the Effective Time or (ii) limiting Parent’s right to amend, modify or terminate any Employee Plan or any other plan or arrangement in which Affected Employees are eligible to use any vacation that they have earned as of participate following the Effective Time. (de) From and after the Closing DateEffective Time, Receiver shall honor, pay, perform and satisfy or Parent shall cause the Surviving Corporation to be honored, paid, performed and satisfied any and all of Safetymaintain the Company’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Senior Executive Supplemental Benefits Plan, Supplemental Executive Retirement Plan and Deferred Income Plan until all benefits accrued as of the Effective Time and payable thereunder have been distributed to participants in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative plans as in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective effect as of the Record Datedate of this Agreement. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause the accounts (including any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.

Benefits Matters. (a) Until Parent shall or shall cause the 12-month anniversary of Company to provide, with respect to the period beginning with the Effective Time (the “Continuation Period”)and ending on July 31, Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable2019, to such employees pursuant each Company Employee who was employed by the Company or any of its Subsidiaries prior to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from and remains employed by the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective SubsidiariesSubsidiaries after the Effective Time (each an "Affected Employee" and, as applicablecollectively, the "Affected Employees") (other than any Company Employees covered by a collective bargaining agreement), (i) base salary or wages, annual cash bonus or cash incentive compensation opportunities and employee benefits that are in which the aggregate, no less favorable than the base salary or wages, annual cash bonus or cash incentive compensation opportunities and employee benefits (excluding the 2017 Enterprise Incentive Plan (but including the value of other equity compensation), deferred compensation and stock purchase plans) provided to each such employee participated or was eligible to participate Affected Employee by the Company and its Subsidiaries immediately prior to the Effective Time, provided and (ii) severance benefits that are no less favorable than benefits available in the foregoing programs listed in Section 4.13(ii) of the Disclosure Schedule. (a) Parent shall or shall cause the Company to provide that any employee benefit plans of the Parent or any of its Affiliates in which Affected Employees are entitled to participate following the Effective Time ("Parent Plans") take into account for purposes of eligibility, vesting, accrual and level of benefits (but not apply with respect to for benefit accrual accruals under any defined benefit pension plans and eligibility for retiree health and welfare plans and eligibility for retirement treatment under long-term incentive plans), service by such Affected Employees as if such service were with Parent, to the same extent such service was credited under a comparable plan of the Company or retiree medical benefit plan or any of its Subsidiaries (except to the extent that its application it would result in a duplication of benefits. In additionbenefits for the same period of service). (b) With respect to Parent Plans, and without limiting the generality of the foregoing, Parent shall (i) cause there to be waived for each Affected Employee shall be immediately eligible to participate, without any eligibility requirements or pre-existing condition limitations or waiting time, in any and all New Plans, except period requirements to the extent such employee it would not have been eligible then apply to participate an Affected Employee under the comparable plans plan of Receiver the Company or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time any of its Subsidiaries and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to in determining any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance co-insurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for limitations, during the applicable plan calendar year as if such amounts had been paid in accordance with such New Plan but only to which the extent such expenses were incurred before the date such employees Affected Employee commences participation in the corresponding New Plan is effective. For the avoidance of doubta Parent Plan, give effect to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect amounts paid by such Affected EmployeeEmployees under similar plans maintained by the Company or any of its Subsidiaries. (c) For purposes of determining the number of vacation days With respect to which each Affected Employee shall be entitledEmployees, Receiver shall honor Parent shall, or shall cause the Company to be honored honor, fulfill and discharge the Company's and its Subsidiaries' obligations under all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety Company Plans, and all employment, change in control or Receiver, as applicable, covering such Affected Employee immediately severance agreements entered into prior to the Effective Timedate hereof; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect that, except as may be required to any and all Affected Employees after satisfy the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which obligation to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Dateprovide severance benefits pursuant to Section 4.13(ii), Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall not limit the right ability of Receiver Parent, the Company or any of its Subsidiaries to amend, modify or terminate any such agreements or otherwise modify (or cause to be amendedCompany Plans in accordance with their terms. For the avoidance of doubt, terminated or otherwise modified) for purposes of any Receiver Employee Plan, Safety Employee Company Plan or any other employment benefit planagreement between an Affected Employee and the Company or any Subsidiary containing a definition of "change in control" or "change of control", program the Closing shall be deemed to constitute a "change in control" or arrangement "change of control." (d) Parent agrees that, with respect to the annual cash incentive plans set forth in Section 4.13(d) of the Company Disclosure Schedule (the "Annual Incentive Plans"), it shall, or shall cause the Company, to pay each participant in an Annual Incentive Plan (each an "Incentive Plan Participant") who is employed by the Company on the Closing Date, the prorated amount of each Incentive Plan Participant's incentive opportunity, at the target level of performance as of the Effective Time, with respect to the portion of the performance period that occurs prior to the Closing Date, with such payment to be made no later than the thirtieth day following the Closing Date. (e) Each cash performance award (each a "Cash Performance Award") granted pursuant to the Company's 2015, 2016 or 2017 Long-Term Performance Incentive Plan for Officers and Key Managers that is outstanding as of the date hereof and which remains outstanding as of the Effective Time shall, as of immediately prior to the Effective Time, vest (to the extent unvested) pro-rata based on the portion of the performance period that occurs priors to the Closing Date and, all performance-based vesting conditions shall be deemed to have been satisfied at the greater of target or actual level of performance as of immediately prior to the Effective Time, and each Cash Performance Award granted under the Company's 2017 Enterprise Incentive Plan that is outstanding as of the date hereof and which remains outstanding as of the Effective Time shall, as of immediately prior to the Effective Time, vest and be payable based on the actual level of performance for the quarter ending on or before the Effective Time, pro-rated based on the proration schedule set forth in Section 2.3(a) of the Disclosure Schedule. In exchange for the cancellation of each Cash Performance Award, each holder thereof as of the Effective Time shall be entitled to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, but no later than thirty (30) days after the Effective Time, an amount in cash, without interest, equal to such vested portion Cash Performance Award, less any Taxes required to be withheld in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions Section 2.6. (f) Nothing contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, 4.13 shall create any third party beneficiary or other rights (i) in be construed to establish, amend, or modify any other person, including any employees, former employees, any participant in any employee benefit or compensation plan, program program, agreement, contract, policy or arrangement (or any dependent or beneficiary thereof)arrangement, of Safety, Receiver or their respective Affiliates or (ii) except as may be required to satisfy the obligation to provide severance benefits pursuant to Section 4.13(ii), limit the ability of the Company or Parent or any of their Subsidiaries or affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) create any third-party beneficiary rights or obligations in any person (including any Affected Employee or former employee) other than the parties to this Agreement or any right to employment or continued employment or to a particular term or condition of employment with Parent, Receiverthe Company or Parent or any of their Subsidiaries, or any of their respective Affiliates affiliates, or continued participation in any employee benefit plan, program or arrangement. (eiv) Effective prior to limit the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders right of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. Company or Parent (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan (the “Transferee Deferred Compensation Plan”). Effective as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”their Subsidiaries) under to terminate the Safety Executive Deferred Compensation Plan, (ii) Safety shall cause employment or service of any employee or other service provider following the accounts (including Closing Date at any unvested amounts) of the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date to be transferred to the Transferee Deferred Compensation Plan, time and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) for any or no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Planreason.

Benefits Matters. (a) Until the 12-month anniversary For purposes hereof, “Company Employees” shall mean those individuals who are employees of the Effective Time Company and its subsidiaries (the “Continuation Period”)including those employees who are on vacation, Receiver shall provideleave of absence, disability or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”maternity leave) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, Parent shall, and shall cause the Surviving Corporation to, give the Company Employees full credit, for all purposes (including purposes of vestingpurposes, eligibility to participate and level of benefits) under any employee benefit plans, programs plans or arrangements maintained by Parent’s (or one of Receiver or its subsidiaries’) water business in the United States, the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (Corporation and their respective Subsidiaries subsidiaries, and predecessors) before in which Company Employees may become eligible to participate for the Company Employees’ service with the Company and its subsidiaries to the same extent recognized by the Company and its subsidiaries immediately prior to the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit except for service purposes of benefit accrual under any similar employee defined benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, pension plans in which such employee participated or was eligible to the Company Employees do not participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual so long as credit for past service under any defined benefit such pension plan is also not given to other employees employed in Parent’s (or retiree medical benefit plan one of its subsidiaries’) water businesses in the United States or to the extent that its application giving such credit would result in a duplication of benefits. In additionbenefits (including in respect of benefit accrual under defined benefit pension plans) for the same period of service. (c) Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, Parent shall, and without limiting shall cause the generality of the foregoingSurviving Corporation to, (i) each Affected Employee shall be immediately eligible waive all limitations as to participatepreexisting conditions, without any exclusions and waiting timeperiods with respect to participation and coverage requirements applicable to the Company Employees and, in any and all New Plans, except to the extent applicable, any retired employee constituting a member of the Retiree Group (as defined below) (any such employee would not have been a “Retired Employee”) under any welfare benefit plans in which such employees may be eligible to participate after the Effective Time to the extent waived under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, the applicable Company Benefit Plan immediately prior to the Effective Time and (ii) provide each Company Employee (and each Retired Employee) with credit for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all preco-existing condition exclusions payments and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately deductibles paid prior to the Effective Time and Receiver or in the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during calendar year in which the portion of Effective Time occurs (or, if later, the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Company Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of (and each Retired Employee) commences participation) in satisfying all deductible, coinsurance and maximum any applicable deductible or out-of-pocket requirements applicable to under any welfare plans in which such employee Company Employee (and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or each Retired Employee) is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (cd) For purposes Xxxxxx agrees to honor, and shall cause the Surviving Corporation to honor, the Company Benefit Plans disclosed in the Filed SEC Documents or Section 3.01(k)(i) of determining the number Company Disclosure Schedule in accordance with their current terms. Subject to Applicable Law and Judgments and obligations under Collective Bargaining Agreements, for a period of vacation days to which each Affected Employee shall be entitled18 months immediately following the Effective Time, Receiver shall honor Parent shall, or shall cause the Surviving Corporation to, provide to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or ReceiverCompany Employees compensation (including base pay and annual and long term incentive opportunities) and employee benefits (including health, as applicablewelfare, covering such Affected Employee pension, vacation, savings and severance) that are no less favorable in the aggregate than those provided to the Company Employees immediately prior to the Effective Time; provided, that nothing herein for a period of 12 months immediately following the Effective Time, Parent shall, or shall prohibit cause the Surviving Corporation to, maintain the Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time (other than equity or restrict Receiver from implementing equity- based plans) without any adverse amendment thereto or applying a “use it termination thereof (except as required by Applicable Law and Judgments or lose it” any Collective Bargaining Agreement). Notwithstanding the foregoing, following the Effective Time, there shall be no obligation to provide Company Employees with awards of capital stock of any entity or similar vacation policy with respect awards of options or other rights of any kind to acquire capital stock of any entity); provided, however, that the value of any equity-based compensation provided to Company Employees immediately prior to the Effective Time shall be taken into account in determining whether compensation and all Affected Employees benefits provided during the 18 months after the Effective Time as long as all such Affected are no less favorable in the aggregate than those provided to Company Employees are given a reasonable opportunity following the Effective Time in which immediately prior to use any vacation that they have earned as of the Effective Time. (de) From Subject to Applicable Law and after Judgments and obligations under Collective Bargaining Agreements, Parent shall, or shall cause the Surviving Corporation to, provide to the Retiree Group (as defined below), without adverse amendment, the post-retirement medical and life insurance benefits as in effect immediately prior to the Closing Date (at the same levels, and at the same cost (if any), as in effect immediately prior to the Closing Date), Receiver shall honor, pay, perform provided to Company Employees who are not covered by a Collective Bargaining Agreement and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee Plan; provided, that with respect to any Safety Employee Plan that is not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed their dependents as set forth in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right retiree medical plan listed in Section 3.01(k)(i) of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (f) Effective as of the Closing Date, Parent shall cause one of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan Company Disclosure Schedule (the “Transferee Deferred Compensation Retiree Medical Plan”). Effective The “Retiree Group” means each Company Employee who is not (or was not while employed) covered by a Collective Bargaining Agreement and who, as of the Closing Date, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) is either retired under the Safety Executive Deferred Compensation Plan, terms of the Retiree Medical Plan as in effect on the date hereof or (ii) Safety shall cause has satisfied all applicable eligibility requirements (under the accounts (including any unvested amounts) terms of the Non-Safety Participants under the Safety Executive Deferred Compensation Retiree Medical Plan as of such in effect on the date hereof) necessary to be transferred to commence receiving benefits if his or her employment were terminated at the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plan. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result of the Closing, and (ii) both the Surviving Company and Parent shall cause there to be a continuation of earnings on participants’ accounts under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 of the Safety Executive Deferred Compensation Plan, and shall provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation PlanEffective Time.

Benefits Matters. (a) Until the 12-month anniversary Effective as of the Effective Time Closing, employees of the Company shall cease to participate in the Retirement Plan for Salaried Employees of Cyprus Amax Minerals Company (the “Continuation Period”), Receiver "Salaried Plan") and the Company shall provide, or cause cease to be provided toa participating employer thereunder. As of the Closing, Receiver Employees and Safety Employees (employees of the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her fully vested in their accrued benefits under the Salaried Plan, determined as of the Closing. Effective as of the Closing, employees of the Company shall accrue no additional benefits under the Salaried Plan and shall accumulate no further years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before thereunder after the Effective Time, Closing. Such accrued benefits shall be distributed to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality employees of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent that such conditions would be waived under the comparable plans of Receiver and its Subsidiaries or Safety and its Subsidiaries, as applicable, in which such employee participated immediately prior to the Effective Time and Receiver or the Surviving Company shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Receiver Employee Plans or Safety Employee Plans, as applicable, in which such Affected Employee participated immediately before the consummation of the Merger to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan but only to the extent such expenses were incurred before the date such employees participation in the corresponding New Plan is effective. For the avoidance of doubt, to the extent any Affected Employee participates, or is eligible to participate in, the same employee benefit plan, program or arrangement before and after the Effective Time, this paragraph shall not affect such Affected Employee. (c) For purposes of determining the number of vacation days to which each Affected Employee shall be entitled, Receiver shall honor or shall cause to be honored all vacation days earned but not yet taken by such Affected Employee under the vacation program of Safety or Receiver, as applicable, covering such Affected Employee immediately prior to the Effective Time; provided, that nothing herein shall prohibit or restrict Receiver from implementing or applying a “use it or lose it” or similar vacation policy with respect to any and all Affected Employees after the Effective Time as long as all such Affected Employees are given a reasonable opportunity following the Effective Time in which to use any vacation that they have earned as of the Effective Time. (d) From and after the Closing Date, Receiver shall honor, pay, perform and satisfy or shall cause to be honored, paid, performed and satisfied any and all of Safety’s liabilities, obligations and responsibilities to, or in respect of, each Safety Employee arising under the terms of any Safety Employee Plan, in accordance with the terms of such Safety Employee the Salaried Plan; provided, that with respect to any Safety Employee Plan that is . The term Company as used in Section 4.3.6((a)-(g)) does not maintained by Safety, Receiver shall only honor or cause to be honored Safety’s liabilities, obligations and responsibilities to include the extent such liabilities, obligations and responsibilities are administrative in nature and non-material (it being understood that all other liabilities, obligations and responsibilities related to such plans shall be addressed in the Transition Services Agreement). Nothing herein shall be deemed to be a guarantee of employment for any employee of Safety, Receiver or their respective Subsidiaries, or to restrict the right of the Receiver, Safety, or their respective Subsidiaries, to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.10, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Receiver Employee Plan, Safety Employee Plan or any other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Receiver or any of its Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Receiver Employee Plan, Safety Employee Plan or any other employment benefit plan, program or arrangement following the Closing Date in accordance with its terms. Parent, Receiver and Safety acknowledge and agree that all provisions contained in this Section 6.10 with respect to Affected Employees are included for the sole benefit of Parent, Receiver and Safety, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of Safety, Receiver or their respective Affiliates or (ii) to continued employment with Parent, Receiver, or any of their respective Affiliates or continued participation in any employee benefit plan, program or arrangementChilean Partnership. (e) Effective prior to the Record Date, Receiver shall take all actions reasonably necessary to allow for the exercise of outstanding stock options under the Receiver Stock Plans and the payment of withholding taxes through the withholding of shares of Receiver Common Stock in connection with stock options under such Plans. Receiver shall use commercially reasonable efforts to notify all holders of the opportunity for such exercise and to participate in the Extraordinary Dividend. To the extent an option is not exercised prior to the record date, Receiver shall take appropriate action to adjust such options to take into account the Extraordinary Dividend pursuant to the terms of the Receiver Stock Plans and in compliance with Section 409A of the Code and Treasury Regulation §1.409A-1(b)(5)(v). Receiver shall take all action necessary to accelerate and settle all restricted stock units outstanding prior to the date hereof under the Receiver Stock Plans effective as of the Record Date. (fb) Effective as of, or prior to, the Closing, Cyprus Amax and the Company shall take such action as is necessary to substitute Cyprus Amax for the Company as the sponsoring employer of the Closing Date, Parent shall cause one Pension Plan for Certain Hourly-Rated Employees of its U.S. Subsidiaries other than Safety to establish a deferred compensation plan Cyprus Xxxxx Mineral Company (the “Transferee Deferred Compensation "Xxxxx Plan”"). Effective as of the Closing DateClosing, (i) the Transferee Deferred Compensation Plan shall assume and be solely responsible for all liabilities for or relating to participants who are not current or former employees of Safety or any of its Subsidiaries (“Non-Safety Participants”) under the Safety Executive Deferred Compensation Plan, (ii) Safety Company shall cause cease to participate in the accounts (including any unvested amounts) of Xxxxx Plan and the Non-Safety Participants under the Safety Executive Deferred Compensation Plan as of such date Company shall cease to be transferred to the Transferee Deferred Compensation Plan, and (iii) Parent shall cause such transferred accounts and assets to be accepted by such plana participating employer thereunder. Notwithstanding anything in the Safety Executive Deferred Compensation Plan to the contrary, (i) no distribution of account balances shall be made to any participant under the Safety Executive Deferred Compensation Plan or the Transferee Deferred Compensation Plan as a result As of the Closing, employees of the Company shall be fully vested in their accrued benefits under the Xxxxx Plan, determined as of the Closing. Effective as of the Closing, employees of the Company shall accrue no additional benefits under the Xxxxx Plan and shall accumulate no further years of service thereunder after the Closing. Such accrued benefits shall be distributed to employees of the Company in accordance with the terms of the Xxxxx Plan. (c) Effective as of the Closing, employees of the Company shall cease to participate in the Cyprus Amax Minerals Company Savings Plan and Trust (the "Savings Plan") and the Company shall cease to be a participating employer thereunder. As of the Closing, no further employer contributions shall be credited to the accounts of the employees of the Company, except as may be required by the terms of the Savings Plan. Account balances shall be distributed to employees of the Company in accordance with the terms of the Savings Plan. (d) Effective as of the Closing, Buyer shall cause the Company to adopt or to become a participating employer in a savings plan that qualifies under Sections 401(a) and 401(k) of the Code. Such plan shall provide for the immediate participation of the employees of the Company thereunder, and shall allow employees of the Company to roll over into such plan distributions from Cyprus Amax's Savings Plan, including, to the extent permitted by Law, the roll over of an in-kind distribution of any outstanding loan balances and shares of common stock of Cyprus Amax, provided, however, that the Company shall not be obligated (i) to permit employees to make any additional investments in shares of common stock of Cyprus Amax, or (ii) both to permit employees who rollover in-kind distributions of shares of common stock of Cyprus Amax to retain such shares as an investment for more than two years after the Surviving Company Closing. (e) Prior to the Closing and Parent effective no later than the Closing, Cyprus Amax shall cause there the Company to be establish welfare benefit plans (including plans providing medical, dental, vision care, long-term disability, short-term disability, group term life insurance, dependent life insurance, business travel accident insurance and a continuation of earnings on participants’ accounts cafeteria plan under the Safety Executive Deferred Compensation Plan and the Transferee Deferred Compensation Plan, as applicable, substantially identical to Section 5.1 125 of the Safety Executive Deferred Compensation Plan, Code with a healthcare spending account and shall a dependent care spending account) that provide all applicable representations and warranties, and there shall be a continuation of the distribution elections under each of the corresponding Plans in each case as required under Section VI of the Safety Executive Deferred Compensation Plan.benefits to employees