Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) During the 12-month period commencing on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Purchaser has delivered to Seller a list (the 12-month period commencing on "Prospective Employee List") containing the Closing Datenames of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, Parent shallcollectively, or the "Prospective Employees"). Seller shall cause one of its Subsidiaries (including use commercially reasonable efforts to assist Purchaser in obtaining the Surviving Corporation and its Subsidiaries) to, provide each employee employment of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Prospective Employees. (b) For purposes Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of eligibility, level employment by Purchaser and thereafter commences such employment shall become an employee of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanPurchaser. (c) Pxxxxx agrees Seller shall, from January 1, 1998 to take the actions set forth on Section 4.11(c) Closing Date, accrue bonuses and commissions of the Company Disclosure LetterSeller's employees consistent with past practices. (d) If requested by Parent not less than ten (10) Business Days before Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action terms of any employee loan as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as a result of the day prior to change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the Closing Date, but contingent on the occurrence consummation of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment transactions contemplated by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of this Agreement under Section 401(a)(314980B(f) of the Code, including Code with respect to loans) continuation of group medical coverage with respect to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))its respective employees. (e) Each of Except as may otherwise be provided in the Company Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withhelddeemed to be, conditioned a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or delayed; provided, however, that no such prior approval maintained by Purchaser after the Closing is or shall be required deemed to be a "successor plan," as such term is defined in the event Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (ior termination of employment) the other party has previously approved the information contained in of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such communication or (ii) the information contained in such communication was previously publicly disclosedemployees are offered employment by Purchaser. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in Neither Purchaser nor Seller intend this Agreement to the contrary, nothing in this Section 4.11 shall create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party rights, benefits beneficiary in or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to under this Agreement.

Certain Employee Matters. (a) During the 12-month period commencing on the Closing Date, Parent EchoStar shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company EchoStar, DISH or any Subsidiary of their Subsidiaries as of immediately prior to the Company Effective Time who continues employment with Parent EchoStar or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent DISH and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent DISH Plans in which the Continuing Employees are eligible to participate, Parent shall, or EchoStar shall cause DISH or the applicable plan sponsor to, to credit each Continuing Employee with his or her years of service with the CompanyEchoStar, DISH, any of the their Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company EchoStar Plan or DISH Plan, as applicable, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent EchoStar shall, or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause one of its Affiliates to, cause each Parent DISH Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent DISH Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company EchoStar Plan or DISH Plan, as applicable, during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent DISH Plan. (c) Pxxxxx agrees EchoStar and DISH agree to take cause to be taken the actions set forth on Section 4.11(c) of the Company EchoStar Disclosure Letter. (d) If requested by Parent DISH not less than ten (10) Business Days before the Closing Date, the Company EchoStar Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the CompanyEchoStar’s 401(k) plan (the “Company EchoStar 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent DISH requests that the Company EchoStar 401(k) Plan be terminated, (i) the Company EchoStar shall provide Parent DISH with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by ParentDISH) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company EchoStar 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent the Surviving Corporation shall permit the Continuing Employees who were employed by EchoStar or its Subsidiaries prior to the Closing and are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parentthe Surviving Corporation’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company EchoStar 401(k) Plan. If the Company EchoStar 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee employed by EchoStar or its Subsidiaries prior to the Closing shall be eligible to participate in ParentDISH’s 401(k) plan on the Closing Date (subject to the terms of ParentDISH’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company EchoStar and Parent DISH shall provide to the other party copies of any written, broad-based communications with employees of the Company EchoStar or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for ParentDISH’s or the CompanyEchoStar’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company EchoStar, DISH or any of its their Subsidiaries to employment with ParentEchoStar, the Surviving Corporation DISH or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent EchoStar or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of ParentDISH, the Company EchoStar or their respective Affiliates. Nothing herein shall be construed to limit the right of ParentEchoStar, the Surviving Corporation DISH or any of their Subsidiaries to amend or terminate any Parent DISH Plan, any Company EchoStar Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company EchoStar or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During The Surviving Corporation, in its sole discretion, shall either continue the 12-month period commencing on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each current employee benefits of the Company and its subsidiaries or any Subsidiary shall provide the employees of the Company who continues employment with Parent or any of and its Subsidiaries subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (each, a “Continuing Employee”"COMPANY EMPLOYEE") with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries Purchaser (including severance and longwith similar situations to be determined in light of the Company Employee's new post-term incentive opportunities but excluding annual base salary Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or wage rate)arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) For purposes of eligibilityWith respect to the benefits provided pursuant to this Section 6.04, level of benefits (i) service accrued by Company Employees during employment with the Company and vesting and benefits accrual its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to vacation or paid time off, but excluding any defined benefit or retiree medical pension plans, (ii) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except all pre-existing condition limitations (to the extent that such service credit would result in limitations did not apply to a duplication of benefits for pre-existing condition under the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation applicable Company Benefit Plan) and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and eligibility waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect under any group health plan shall be waived with respect to such Continuing Company Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; their eligible dependents, and (iiiii) recognize Company Employees shall be given credit for each Continuing Employee and his or her spouse, domestic partner and dependents amounts paid under a Company Benefit Plan during the applicable period for purposes of applying annual deductibledeductibles, co-payment payments and out-of-pocket maximums under as though such Parent Plan any deductible, co-payment amounts had been paid in accordance with the terms and out-of-pocket expenses paid by conditions of the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan employee welfare plans in which occurs the later of the Effective Time and the date on which the Continuing any Company Employee begins participation in such Parent Planbecomes entitled to participate. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Within 10 Business Days before prior to the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary will use commercially reasonable efforts to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the day contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the form and substance of which shall be subject to reasonable prior review and comment by Parent"401K PLAN") not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated date prior to the Closing Date. In connection with any termination of the 401K Plan, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject Company shall, to the terms of Parent’s 401(k) extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan and giving effect maintained by Purchaser, to the service crediting provisions of Section 4.11(b))extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) Each This Section 6.04 is for the sole and exclusive benefit of the Company Company, the Purchaser and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Subsidiary. No Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision in this Agreement to the contrary, nothing in of this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement6.04.

Certain Employee Matters. (a) During As soon as reasonably practicable following the 12-month period commencing on date hereof, Seller shall provide Purchaser reasonable access during normal working hours to active employees of Seller performing services with respect to the Closing Date, Parent shall, or shall cause one of its Subsidiaries Business (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing EmployeeSeller Employees”) with (i) an annual base salary to enable Purchaser to discuss compensation terms and present offers or wage rate that is no less favorable employment or service to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)employees. (b) For purposes Purchaser may, in its sole discretion, offer employment to Seller Employees commencing as of eligibilitythe Manufacturing Closing (each Seller Employee who executes and delivers to the Purchaser such an offer of employment, level of benefits and vesting and benefits accrual (including with a “Transferred Employee”). With respect to vacation or paid time offany Seller Employee who receives an offer of employment from Purchaser prior to the Manufacturing Closing Date, but excluding Seller shall assist Purchaser with its efforts to enter into an offer letter with such employee as soon as reasonably practicable after the date hereof and in any defined benefit or retiree medical plans) under event prior to the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, Manufacturing Closing Date. Notwithstanding any of the Subsidiaries foregoing, Purchaser shall not have any obligation to make an offer of the Company and employment to any of its Seller Employee. Purchaser agrees that Purchaser will not, directly or their predecessor entitiesindirectly, solicit, encourage or attempt to the same extent as such Continuing solicit or encourage to cease to work with Seller any Seller Employee was entitled immediately for employment with Purchaser commencing prior to the Manufacturing Closing Date to credit for such service under any similar Company Planwithout the consent of Seller, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, which consent shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planbe unreasonably withheld. (c) Pxxxxx agrees From and after the Technology Closing Date or the Manufacturing Closing Date, as applicable, Purchaser shall recognize each Transferred Employee’s original hire date with Seller and prior service with Seller (as recognized by Seller immediately prior to take the actions set forth Technology Closing Date or the Manufacturing Closing Date, as applicable) as service with Purchaser for purposes of eligibility to participate in, and determining vesting and any accrued benefits based on Section 4.11(c) length of the Company Disclosure Letterservice under, Purchaser’s employee benefit plans, policies, arrangements and payroll policies, including vacation benefits. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) Seller shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as make employment files of the day prior Seller Employees available for inspection by Purchaser, to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent extent permitted by and in accordance with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))applicable law. (e) Each Seller shall, at Purchasers request, accelerate the vesting of any Seller Options held by one or more Transferred Employees at or following the Company Technology Closing on the terms and Parent shall provide subject to the other party copies of any written, broad-based communications conditions as Purchaser shall reasonably request and in a manner consistent with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedapplicable plan option agreements and related documents. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During No later than forty-five days following the 12-month period commencing date hereof, Buyer shall make a written offer of employment to each of the persons listed on Schedule 6.12, for the position identified on Schedule 6.12, at cash compensation levels equal to each of their current cash compensation as provided to Buyer from Seller, including current base salary and variable cash compensation provisions (for variable cash compensation based on a formula, the current formula shall be used for the first year of such compensation). Seller shall use its reasonable best efforts to encourage such persons to enter into employment with Buyer. Effective as of the Closing Date, Parent shallBuyer will, or shall cause one subject to such employee satisfying standard pre-employment screening requirements and entering into a customary, mutually agreed form of its Subsidiaries employment agreement, employ each such employee who has accepted the offer (including the Surviving Corporation and its Subsidiaries) toeach such employee, provide each employee a “Transferred Employee”). Buyer will commit to maintain such cash compensation of the Company or any Subsidiary Transferred Employees through at least the first anniversary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that Closing Date, permit such Transferred Employees to continue to work from their current office space for so long as Buyer is no less favorable occupying such space pursuant to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective TimeSection 6.13, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided shall otherwise treat such Transferred Employees comparably to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Buyer. (b) For Buyer shall use commercially reasonable efforts to cause the benefit plans of Buyer or its applicable Affiliates in which employees are eligible to participate to take into account for all purposes thereunder (but not for purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding defined benefit pension accruals under any defined benefit or retiree medical plansplan) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of Transferred Employees with Seller or its Affiliates prior to the Company and any of its or their predecessor entities, Closing Date to the same extent as such Continuing Employee service was entitled immediately prior credited for the applicable purpose by Seller or its applicable Affiliate. In addition, Buyer shall use commercially reasonable efforts to, or to cause its applicable Affiliates to use commercially reasonable efforts to, (i) waive limitations on benefits relating to any pre-existing conditions of the Closing Date to credit for such service under any similar Company Plan, except Transferred Employees and their eligible dependents to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or were waived as of the Effective Time under the analogous applicable employee benefit or welfare benefit plan maintained for the Continuing Employees immediately in which such Transferred Employee participated prior to the Effective Time; Closing Date, and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment deductible and out-of-pocket maximums limits under such Parent Plan any deductibletheir health plans applicable to Transferred Employees, co-payment deductible and out-of-pocket expenses paid by the Continuing Employee Transferred Employees and his or her spouse, domestic partner and their respective dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the CompanySeller’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, ’ health or welfare plans in the calendar year in which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementClosing Date occurs.

Certain Employee Matters. (a) During Following the 12-month period commencing on the Closing DateMerger, Parent shall, or shall HeadXxxxxx.XXX xxxl cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with to (i) an annual base salary honor all obligations under employment and severance Contracts of Career Mosaic, the existence of which have been disclosed to HeadXxxxxx.XXX xx Schedule 7.15 of the Career Mosaic Disclosure Memorandum and otherwise do not constitute a violation of this Agreement, in accordance with the terms thereof without offset or wage rate that is no less favorable deduction (other than withholding Taxes required by Law to such Continuing Employee than be withheld) and (ii) not take any action during the annual base salary or wage rate that is provided period from the Closing Date to such Continuing Employee the first anniversary of the Closing Date (the "First Anniversary Date") which results in the employees of Career Mosaic immediately prior to the Effective TimeTime set forth on Schedule 9.11 of the Career Mosaic Disclosure Memorandum (the "Closing Date Employees") receiving compensation and benefits that, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate aggregate, are less favorable than the compensation and benefits to those employee benefits provided to which other similarly situated employees of Parent and HeadXxxxxx.XXX xx its Subsidiaries subsidiaries are entitled, provided, however, that nothing herein will prohibit HeadXxxxxx.XXX xxxm (including severance and long-term incentive opportunities but excluding annual base salary a) taking any action required by Law or wage rate). (b) For purposes substituting, in accordance with applicable Law and the terms of eligibilityany applicable benefit plan, level a benefit plan applicable to similarly situated Closing Date Employees. To the extent that any benefit plan of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and HeadXxxxxx.XXX xx any of its subsidiaries becomes applicable to any Closing Date Employees, HeadXxxxxx.XXX xxxl grant, or cause to be granted, to such -38- 40 Closing Date Employees credit for their service with BHA, Career Mosaic or their predecessor entities, respective Affiliates for the purpose of determining eligibility to the same extent as participate and nonforfeitability of benefits under such Continuing Employee was entitled immediately prior benefit plan and for purposes of benefit accrual under vacation and severance pay plans. With respect to the any welfare benefit plan of HeadXxxxxx.XXX xx its subsidiaries made available to Closing Date Employees, HeadXxxxxx.XXX xxxl waive or cause its subsidiaries to credit for such service under waive any similar Company Planwaiting periods, except pre-existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable to any Closing Date Employee immediately before such plan was made available and provide that any expenses incurred on or before the date such service credit would result in a duplication of benefits for the same period of service. In addition, Parent plan was made available by any such individual or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and individual's covered dependents will be taken into account for purposes of applying annual satisfying applicable deductible, co-payment coinsurance and maximum out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planprovisions. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Each of Flemings and the 12-month period commencing on Purchaser agrees to use its reasonable best efforts to ensure that, at or promptly following the Closing DateClosing, Parent shallany employees of Flemings or its Affiliates located outside the United States who are at the date hereof, or shall cause one who are at the time of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) toClosing, provide each employee of seconded to the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after , or who devote the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior majority of their time and efforts to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in business of the aggregate to those employee benefits provided to similarly situated employees of Parent Company and its Subsidiaries (including severance the "Transferred Employees") become employed directly by the Company or such Subsidiary on substantially the same terms and long-term incentive opportunities but excluding annual base salary conditions of employment as applied to such Transferred Employee prior to the Closing, or wage rate)on such terms more favorable to the employee as may be determined by the Purchaser. (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) planIf, in the form of cashconnection with any such transfer, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries enters into an agreement to employment with Parentassume pension or similar liability in respect of any Transferred Employee, the Surviving Corporation (and accrued under an approved occupational pension scheme in which Flemings or any of their Subsidiaries its Affiliates participate), Flemings shall transfer, or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reservedcause to be transferred, to discharge the pension scheme designated by the Company or terminate such Subsidiary, assets which are sufficient to meet such pension liability. Such transfer shall take place only in relation to those Transferred Employees who agree to the services relevant pension or similar benefits being transferred. Where the pension scheme concerned is a UK defined benefit scheme, Flemings and its Affiliates shall instruct is actuaries to calculate the transfer value using the assumptions adopted in such scheme's last actuarial valuation (subject to a minimum equal to the member's statutory transfer value calculated without reduction on account of any Continuing Employee at any time for no reason or any reason whatsoever, with or without causescheme deficit). Nothing in this Agreement The Fleming Parties shall be deemed to amend or modify any compensation or benefit arrangement of Parentrespxxxxxxx for, and shall indemnify and hold the Purchaser, the Company and its Subsidiaries harmless from any liability or their respective Affiliates. Nothing herein shall be construed to limit costs which the right of ParentPurchaser, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries may incur by virtue of the Purchaser, the Company and its Subsidiaries and/or any of the Transferred Employees having participated in a pension scheme sponsored by Flemings or its Affiliates or in which any of them participate or have participated. Such indemnity shall include (or but not be limited to) any beneficiaries or dependents thereofdebt arising pursuant to Section 75 of the Pensions Act 1995. Flemings will coopexxxx xxxh the Purchaser to permit the transfer of such pension liabilities and assets on a basis consistent with this paragraph. (c) or any other Person that is not All existing compensation arrangements with respect to the Transferred Employees shall continue from the date of this Agreement through the Closing in a party to this Agreementmanner consistent with past practices.

Certain Employee Matters. Subject to the execution of a general release of claims in form and substance reasonably satisfactory to Parent within 21 days after presentation thereof (aor such longer period as may be required by law), Parent shall offer each Employee (other than an Employee who is party to an Employee Agreement that provides for severance) During the 12-month period commencing on terminated by Parent on, or within sixty (60) days following, the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than does not receive a transaction completion bonus granted by the annual base salary or wage rate that is provided to such Continuing Employee immediately Company prior to the Effective Time, and Closing (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that those persons who are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees receiving such transaction completion bonuses are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c5.08(i) of the Company Disclosure Letter. (dSchedule) If requested by Parent not less than ten (10) Business Days before in connection with the Closing Date, of the transactions contemplated by this Agreement two (2) months of severance payments at the rate such Employee is being paid on the date hereof as set forth on Section 2.13(a)(i) of the Company Board Disclosure Schedules (or payable in accordance with Parent’s customary payroll practices commencing on the appropriate committee thereofnext regular payroll date following the effectiveness of the release), (ii) shall adopt resolutions reimbursement for continuation of medical coverage in accordance with the provisions of COBRA at active employee rates under the applicable plan for two (2) months following the termination of the medical coverage in accordance with the terms of the applicable medical plan, subject to the applicable Employee’s timely election of continuation coverage and take such corporate action as is necessary continued eligibility to terminate receive COBRA coverage, and the Companyterms and conditions of the Parent’s 401(k) medical plan (the “Company 401(k) PlanHealth Benefits”); provided, effective that such Health Benefits shall immediately cease as of the day prior date the applicable Employee becomes eligible for coverage under the group medical plan of a new employer and (iii) a cash payout equal to the Closing Date, such Employee’s accrued but contingent unpaid vacation time at such Employee’s salary rate on the occurrence date hereof as set forth on Section 2.13(a)(i) of the Closing. In Company Disclosure Schedules (payable in a lump sum on the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) next regular payroll date following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of employment, unless sooner required by law and, for the avoidance of doubt, the receipt of the amounts under this clause (iii) are not subject to execution of the release). Parent may modify its obligation to provide the Health Benefits if required by applicable law and/or to avoid any penalty or excise taxes imposed on it (or the Employee) in connection with the continued payment of premiums by the Company 401(k) Planunder the Code or the Patient Protection and Affordable Care Act of 2010, the assets thereof shall be distributed as amended, each as determined by Parent in its good faith reasonable discretion; provided that Parent will use reasonable commercial efforts to cause such modifications not to result in an increase in cost to the participants, and Parent shall permit the Continuing Employees who are then actively employed affected employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))acquire equivalent Health Benefits. (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. Purchaser shall offer employment to the active employees of Seller listed on Schedule 3.17 hereto, other than those employees who are on disability or other leave of absence as of the Closing (a) During the 12"Employees"), and Seller will use reasonable efforts to cause the Employees to make their employment services available to Purchaser. Employment will be offered to the Employees at the same base salary or hourly wage rate at which Seller employed such Employees as of the Closing. Purchaser agrees to honor accrued vacation time accumulated and vested by the Employees and to determine eligibility for benefits of the Employees and their dependents under Purchaser's health insurance without reference to "pre-month period commencing on existing condition" exceptions. Seller shall cooperate with Purchaser to ensure that Purchaser is provided after the Closing Date with all relevant information necessary for reporting employee withholding taxes and handling other employee matters. Purchaser and Seller intend that, notwithstanding anything in this Section 7.03, the Employees shall not be third party beneficiaries of this Agreement. Purchaser shall establish, within 30 days after the Closing Date, Parent shall, or a 401(k) plan which is intended to qualify under Section 401 of the Code and shall take all actions required to so qualify such plan (including preservation of Section 411(d)(6) of the Code protected benefits). Seller shall cause one of its Subsidiaries (including the Surviving Corporation all contributions and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including other allocations with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately period prior to the Closing Date to credit for such service under any similar Company Plan, except be paid to the extent that such service credit would result individual accounts of the Employees under its 401(k) plan prior to the last day of the month following the Closing Date (the "Valuation Date"). Seller shall cause the value of the individual accounts (vested and unvested) of Employees under its 401(k) plan as of the Valuation Date to be transferred, in a duplication of benefits for the same period of service. In additioncash, Parent outstanding plan loans to Employees or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries)other property acceptable to Purchaser, to Purchaser's 401(k) plan within ten business days thereafter, as applicablesuch value may be equitably adjusted for earnings, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions losses and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect distributions with respect to such Continuing Employees and that have not been satisfied or waived as of accounts from the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior Valuation Date to the Effective Time; actual date of transfer. Purchaser shall preserve all rights, benefits and (iifeatures contained in Seller's 401(k) recognize for each Continuing plan. If any Employee terminates employment with Purchaser and thereby forfeits any portion of his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.individual

Certain Employee Matters. (a) During Purchaser covenants and agrees that it shall make offers of employment on an “at will” basis (in substantially equivalent positions) to all of the 12persons who are employees of (i) Seller with respect to the operation of the Hospitals (other than the TRH Businesses) or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (other than the TRH Businesses), (whether such employees are full time employees or part-month period commencing time employees) (the “Hospitals’ Employees”) provided, however, that Purchaser shall not be required to make offers of employment to (i) Hospitals’ Employees that are on short-term or long-term disability, or on leave of absence pursuant to Seller’s policies, the Family and Medical Leave Act of 1993 or other similar local law, as of the Effective Time or (ii) the CEO, the CFO or the COO of any Hospital. Purchaser agrees, however, that if any Hospitals’ Employees, with respect to whom Purchaser was not required to, and did not, extend an offer of employment pursuant to subsection (i) of the immediately preceding sentence, seek employment with Purchaser following the Closing Date, Purchaser shall consider employing such persons in good faith in accordance with Purchaser’s hiring policies then in effect. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser’s employment offer made under this Section 5.3(a), which individuals will remain employed by Seller or its applicable affiliate as of the Effective Time (the “Retained Management Employees”). Any of the Hospitals’ Employees who accept an offer of employment with Purchaser as of or after the Effective Time shall be referred to in this Agreement as the “Hired Employees”. Purchaser covenants and agrees that it shall cause the employees of TRH on the Closing Date, Parent shallother than the CEO, the CFO or the COO of the Three Rivers Hospitals (the “TRH Employees”) to remain employed by TRH as of the Effective Time. Subject to the terms of Section 1.11(d), Purchaser covenants and agrees that it and TRH shall continue to employ in comparable positions the Hired Employees and the TRH Employees for a period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser or TRH sooner terminates the employment of any Hired Employee or TRH Employee for cause or as a result of attrition, flexible staffing for seasonal adjustments, downsizing in connection with decreases in patient census, or in the event any Hired Employee or TRH Employee voluntarily resigns or retires. Purchaser shall (and shall cause one TRH to) ensure that the terms and conditions of its Subsidiaries employment (including the Surviving Corporation initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and its Subsidiariesretirement plans) to, provide of each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) Hired Employees and TRH Employees on and after the Effective Time are substantially equivalent to the benefits provided to Purchaser’s employees at similar hospital facilities in comparable positions or performing comparable functions as of the Effective Date. (a “Continuing Employee”b) with Purchaser shall give all Hired Employees (and shall cause TRH to give the TRH Employees) full credit for accumulated sick pay and extended sick pay as reflected by the Sick Pay Amount as of the Closing Date, and other paid time off pay to the extent included in Net Working Capital, either by (i) an annual base salary or wage rate that is no less favorable to crediting such Continuing Employee than employees the annual base salary or wage rate that is provided to such Continuing Employee time off reflected in the employment records of Seller, TRH and/or any of its affiliates immediately prior to the Effective Time, and Time or (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate by making full payments to those employee benefits provided to similarly situated such employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(b)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date. (bc) For purposes of eligibilityOn and after the Effective Time, level of benefits Hired Employees and vesting TRH Employees shall be eligible for a medical and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing hospital plan sponsored by Purchaser. Hired Employees are eligible to participate, Parent shall, or and TRH Employees shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to be given credit for such service under any similar Company Planperiods of employment with Seller, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation TRH and its Subsidiaries)Seller’s affiliates, as applicable, shall cause each Parent Plan that is a welfare benefit planprior to the Effective Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), within the meaning of Section 3(1) of ERISA to: (i) waive all and preexisting condition limitations as to preexisting conditions, exclusions and waiting periods will be waived with respect to participation Hired Employees, TRH Employees and coverage requirements other than their covered dependents unless such preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately limitations were applicable prior to the Effective Time; and (ii) recognize for each Continuing . In addition, if prior to the Effective Time a Hired Employee, TRH Employee and or his covered dependents paid any amounts towards a deductible or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under maximum in Seller’s, TRH’s or its affiliate’s medical and health plan’s current fiscal year, such Parent Plan any deductible, co-payment and amounts shall be applied toward satisfaction of the deductible or out-of-pocket expenses paid by maximum in the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan current fiscal year of such Purchaser’s medical and health plan in which occurs the later of that covers Hired Employees and TRH Employees on and after the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure LetterTime. (d) If requested by Parent not less than ten Within thirty (1030) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, days after (i) the Company shall provide Parent with evidence that such plan has been terminated Hospitals’ Employees (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later other than the day preceding the Closing Date Retained Management Employees) cease to be employees of Seller and Seller’s affiliates (as described in Section 4.9) and (ii) following the Effective Time and as soon as reasonably practicable following receipt TRH Employees are no longer employed by an affiliate of THC, such persons will be entitled to a favorable determination letter from distribution of their accounts under the IRS on the termination of the Company Xxxxx Healthcare Corporation 401(k) Retirement Savings Plan, . Any such Person whose account remains with the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s Xxxxx Healthcare Corporation 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Retirement Savings Plan is terminated prior to the Closing Date, each Continuing Employee shall will be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting distribution provisions of Section 4.11(b))such plan. Purchaser shall provide Seller (x) with periodic reports, at least quarterly, to identify termination dates for the Hired Employees and TRH Employees and (y) upon Seller’s reasonable request, prompt verification of the termination dates for Hired Employees and TRH Employees. (e) Each of the Company and Parent Seller shall be responsible to provide continuation coverage pursuant to the other party copies requirements of any written, broad-based communications Code section 4980B and Part 6 of Title I of ERISA (“COBRA Coverage”) with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event respect to (i) the other party has previously approved Hospitals’ Employees (and their dependents) whose qualifying event occurred prior to the information contained in date on which such communication or Hospitals’ Employees become Hired Employees and (ii) the information contained in TRH Employees (and their dependents) whose qualifying event occurred prior to the Effective Time. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the (x) Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which such communication was previously publicly disclosedHospitals’ Employees become Hired Employees and (y) TRH Employees (and their dependents) whose qualifying event occurs on or after the Effective Time. (f) Nothing in this Section 4.11 After the Closing Date, Purchaser’s human resources department will give reasonable assistance to Seller’s and its affiliates’ human resources department with respect to Seller’s and Seller’s affiliates’ post-Closing administration of Seller’s, TRH’s and Seller’s affiliates’ pre-Closing employee pension benefit plans and employee health or elsewhere in this Agreementwelfare benefit plans for the Hospitals’ Employees (other than the Retained Management Employees) and the TRH Employees. Within five (5) days after the Closing Date, expressed or implied, Purchaser shall be construed provide to create Seller a right in any employee list of all the Company or any of its Subsidiaries to Hospitals’ Employees who were offered employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreementby Purchaser but refused such employment.

Certain Employee Matters. (a) During Purchaser is under no obligation to assume or hire any employees of the 12-month period commencing on Hospital (the Closing Date“Hospital Employees”), Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, but will provide each an opportunity for any employee of the Company or any Subsidiary of Hospital to apply for a job with Purchaser. Purchaser will use its commercially reasonable efforts to make its employment decisions regarding the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately Hospital Employees prior to the Closing Date so that Purchaser will be in a position to hire those Hospital Employees that it elects, in its sole discretion, to hire effective as of the Effective Time. Purchaser will make its employment decisions based on employee screening conducted by Purchaser. For purposes of this Agreement, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) all Hospital Employees that are substantially comparable in hired by Purchaser shall be referred to herein as the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate“Hired Employees”). (b) For purposes Subject to adjusting the Purchase Price for the Assumed PTO Amount as set forth in Section 2.2 of eligibilitythis Agreement, level Purchaser will allow all Hired Employees to roll over a maximum of benefits eighty (80) hours of paid-time off per Hired Employee. Seller shall bear all responsibility for any liabilities associated with any accrued paid-time off exceeding eighty (80) hours for each Hired Employee. (c) In connection with the Closing, Purchaser will pay Seller the Severance Amount. Following the Closing, Seller shall bear all responsibility for disbursing the Severance Amount to the non-hired Hospital Employees. (d) On and vesting after the Effective Time, the Hired Employees shall be eligible for a medical and benefits accrual (including hospital plan sponsored by Purchaser. Preexisting condition limitations will be waived with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Hired Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as covered dependents unless such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately limitations were applicable prior to the Effective Time; . (e) Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA (ii“COBRA Coverage”) recognize for each Continuing Employee with respect to the Hospital Employees (and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and their dependents) whose qualifying event occurred prior to the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees Hospital Employees become Hired Employees. Purchaser shall be responsible to take the actions set forth on Section 4.11(c) provide COBRA Coverage with respect to each of the Company Disclosure Letter. Hired Employees (dand their dependents) If requested by Parent not less than ten (10) Business Days before whose qualifying event occurs on or after the Closing Date, date on which the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the ClosingHospital Employees become Hired Employees. In the event that Parent requests that the Company 401(k) Plan be terminatedPurchaser elects not to hire any Hospital Employee by reason of a Hospital Employee failing to meet Purchaser’s eligibility requirements or otherwise, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which Seller shall be subject responsible to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed provide COBRA Coverage to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedHospital Employee. (f) Nothing The Hospital Employees shall not be deemed direct or third party beneficiaries of the covenants contained in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement6.3.

Certain Employee Matters. (a) During Following the 12-month period commencing on the Closing DateMerger, Parent shall, or shall HeadXxxxxx.XXX xxxl cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with to (i) an annual base salary honor all obligations under employment and severance Contracts of Career Mosaic, the existence of which have been disclosed to HeadXxxxxx.XXX xx Schedule 7.15 of the Career Mosaic Disclosure Memorandum and otherwise do not constitute a violation of this Agreement, in accordance with the terms thereof without offset or wage rate that is no less favorable deduction (other than withholding Taxes required by Law to such Continuing Employee than be withheld) and (ii) not take any action during the annual base salary or wage rate that is provided period from the Closing Date to such Continuing Employee the first anniversary of the Closing Date (the "First Anniversary Date") which results in the employees of Career Mosaic immediately prior to the Effective TimeTime set forth on Schedule 9.11 of the Career Mosaic Disclosure Memorandum (the "Closing Date Employees") receiving compensation and benefits that, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate aggregate, are less favorable than the compensation and benefits to those employee benefits provided to which other similarly situated employees of Parent and HeadXxxxxx.XXX xx its Subsidiaries subsidiaries are entitled, provided, however, that nothing herein will prohibit HeadXxxxxx.XXX xxxm (including severance and long-term incentive opportunities but excluding annual base salary a) taking any action required by Law or wage rate). (b) For purposes substituting, in accordance with applicable Law and the terms of eligibilityany applicable benefit plan, level a benefit plan applicable to similarly situated Closing Date Employees. To the extent that any benefit plan of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and HeadXxxxxx.XXX xx any of its subsidiaries becomes applicable to any Closing Date Employees, HeadXxxxxx.XXX xxxl grant, or cause to be granted, to such Closing Date Employees credit for their service with BHA, Career Mosaic or their predecessor entities, respective Affiliates for the purpose of determining eligibility to the same extent as participate and nonforfeitability of benefits under such Continuing Employee was entitled immediately prior benefit plan and for purposes of benefit accrual under vacation and severance pay plans. With respect to the any welfare benefit plan of HeadXxxxxx.XXX xx its subsidiaries made available to Closing Date Employees, HeadXxxxxx.XXX xxxl waive or cause its subsidiaries to credit for such service under waive any similar Company Planwaiting periods, except pre-existing condition exclusions and actively-at-work requirements to the extent such provisions were inapplicable to any Closing Date Employee immediately before such plan was made available and provide that any expenses incurred on or before the date such service credit would result in a duplication of benefits for the same period of service. In addition, Parent plan was made available by any such individual or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and individual's covered dependents will be taken into account for purposes of applying annual satisfying applicable deductible, co-payment coinsurance and maximum out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planprovisions. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During the 12-month period commencing on Prior to the Closing Date, Parent shall, or Seller shall cause one of its Subsidiaries (including update the Surviving Corporation and its Subsidiaries) to, provide each employee list of the Company or any Subsidiary Employees as disclosed on Schedule 5.10(a) hereto to reflect new hires and terminations of employment between the Company who continues employment with Parent or any date of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Timethis Agreement and November 2, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)2012. (b) For purposes Prior to or on November 16, 2012, the Purchaser or an Affiliate thereof (each a “Purchaser Benefit Party,” and collectively, “Purchaser Benefit Parties”) shall make offers of eligibilityemployment in writing to the Employees who are set forth on the list described in Section 5.10(a), level of benefits and vesting and benefits accrual (including which offers shall be for employment with respect to vacation the Purchaser or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause a Purchaser Benefit Party commencing on the applicable plan sponsor toEmployee Commencement Effective Time and otherwise on the terms and conditions set forth in this Section 5.10. Each such Employee shall have five (5) Business Days from the receipt of such an offer to accept. Neither the Sellers nor any of its Affiliates (each a “Seller Benefit Party,” and collectively, credit each Continuing “Seller Benefit Parties”) shall induce or otherwise attempt to influence any such Employee with to resign or to not accept his or her years offer of service with employment from the CompanyPurchaser. Each Employee, any who shall have accepted the Purchaser’s offer of employment and who shall meet the Subsidiaries Purchaser Benefit Parties’ conditions of employment described in Schedule 5.10(b)(i) hereto (the Company and any of its or their predecessor entities“Purchaser Employment Conditions”) shall be hired by the applicable Purchaser Benefit Party, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent it being understood that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived Employee will thereafter become an employee of such Purchaser Benefit Party (“Purchaser Employee”) for purposes of this Section 5.10 effective as of the applicable Employee Commencement Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize the parties hereto and their Affiliates will cooperate in good faith to effect the hiring of any Employees set forth on the list described in Section 5.10(a), who (x) are absent from work due to short or long-term disability or an authorized leave of absence and return to work within ninety (90) days following the Closing Date, and (y) shall meet the Purchaser Employment Conditions (any such Employee, a “Leave Employee”). If any Employee requires a work permit or employment pass as disclosed on Schedule 5.10(b)(ii) hereto for each Continuing Employee and his or her spouseemployment with the Purchaser or any of the Purchaser Benefit Parties, domestic partner the Purchaser shall, and dependents for purposes of applying annual deductibleshall cause the Purchaser Benefit Parties to, co-payment use commercially reasonable efforts to cause any such permit or pass to be obtained and out-of-pocket maximums under such Parent Plan any deductiblein effect prior to the Employee Commencement Effective Time, co-payment and out-of-pocket expenses paid the Sellers shall, and shall cause the Seller Benefit Parties to, take all reasonably necessary or appropriate action at the Purchaser’s expense, as reasonably requested by the Continuing Purchaser, to assist in obtaining any such permit or pass prior to the Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Commencement Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanTime. (c) Pxxxxx agrees The Purchaser’s offers of employment to take each Employee shall provide for employment on the actions set forth on Section 4.11(cfollowing terms and conditions, which terms and conditions the Purchaser shall maintain or cause the applicable Purchaser Benefit Party to maintain for each Purchaser Employee for at least twelve (12) of months following the Company Disclosure Letter. Closing Date (d) If requested or such shorter period as a Purchaser Employee is employed by Parent not less than ten (10) Business Days before the Purchaser following the Closing Date, ): (i) employment in a comparable position to the Company Board (position such Employee held with the Sellers or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day their Affiliates immediately prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and same or greater base salary or rate of pay as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated effect immediately prior to the Closing Date, each Continuing (iii) other compensation and employee benefits that are substantially equivalent in the aggregate to the compensation and benefits that are provided by Sellers and its Affiliates to such Employee shall be eligible immediately prior to participate in Parent’s 401(k) plan on the Closing Date Date, and (subject iv) severance payments and benefits that are substantially equivalent to the terms of Parent’s 401(k) plan and giving effect severance benefits provided to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayedEmployees under Lafarge North America Inc. Severance Pay Plan; provided, however, that no such prior approval the terms and conditions of the Purchaser Employees who are covered by the Labor Agreements (the “Represented Employees”) shall be required as set out in the event (i) the other party has previously approved the information contained applicable Labor Agreement until such Labor Agreement’s expiration, modification or termination in such communication accordance with its terms or (ii) the information contained in such communication was previously publicly disclosedapplicable Law. (fd) Nothing Prior to the Closing, the Sellers and the Purchaser shall cooperate and the Purchaser shall take all action reasonably necessary in this Section 4.11 or elsewhere in this Agreementorder for the Purchaser to assume, expressed or impliedeffective for periods after the Closing, the Labor Agreements; provided, that the liabilities and obligations under the Labor Agreements shall be construed assumed only to create a right in any employee of the Company or any of its Subsidiaries extent that such liabilities and obligations arise, relate to employment with Parent, and are required to be performed during periods after the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit planClosing. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 no event shall create any third party rights, benefits the Purchaser Benefit Parties become responsible for liabilities or remedies of any nature whatsoever in any employee other obligations under the Labor Agreements that arise or otherwise relate to periods occurring prior to the Closing. The Purchaser shall give written notice to the counterparties to the Labor Agreements regarding Purchaser’s assumption of the Company or any Labor Agreements when and as required by the Labor Agreements. (e) As soon as practicable following the Closing, the Purchaser shall enter into arrangements with the Multiemployer Plans described in Schedule 5.10(e) hereto (“Covered Multiemployer Plans”) to become a new contributing employer therein with respect to the Business and effective for periods on and after the Closing. With respect to the Covered Multiemployer Plans, the parties acknowledge and agree that they do not intend for the transactions contemplated by this Agreement to constitute a withdrawal from the Covered Multiemployer Plans but instead intend to satisfy the conditions set forth in Section 4204 of its Subsidiaries ERISA in respect of the Covered Multiemployer Plans. In furtherance thereof, the parties agree that they will cooperate in supplying information, documents and communications with the Covered Multiemployer Plans involved, and that the Purchaser shall maintain, for a period of five (or any beneficiaries or dependents thereof5) or any other Person plan years commencing with the first (1st) plan year beginning after the Closing Date, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA or an amount held in escrow by a bank or similar financial institution, satisfactory to such Covered Multiemployer Plan (as applicable, “4204 Bond”), which bond or escrow will be paid to the applicable Covered Multiemployer Plan if the Purchaser withdraws from the Covered Multiemployer Plan or fails to make a contribution when due at any time during the first five (5) plan years beginning after the Closing Date, in an amount equal to the greater of: (i) the average annual contribution required to be made by the Sellers and Seller Benefit Parties to the Covered Multiemployer Plan with respect to the operations under the applicable Labor Agreement for the three (3) plan years preceding the plan year in which the Closing Date occurs; and (ii) the annual contribution that the Sellers and Seller Benefit Parties were required to make to the Covered Multiemployer Plan with respect to the operations under the applicable Labor Agreement for the last plan year prior to the plan year in which the Closing Date occurs. The Sellers acknowledge and agree that they will be secondarily liable to each Covered Multiemployer Plan for withdrawal liability if the Purchaser withdraws from either Covered Multiemployer Plan within five (5) years and does not a party to pay its withdrawal liability and any such withdrawal liability shall be considered an Assumed Liability under this AgreementAgreement and the Parent and the Purchaser shall indemnify the Sellers for any such amounts.

Certain Employee Matters. (a) During The Company covenants and agrees that it will maintain adequate staffing levels to effectively manage and operate the 12-month period commencing on Business until the Closing Date (it being understood that so long as the Company fulfills this covenant the failure of any employees offered employment by the Buyer in accordance with the provisions of this Section 1.5 to accept such offer of employment shall not constitute a Business Material Adverse Effect (as defined below)). On or prior to the Closing Date, Parent shall, or the Buyer shall cause one offer employment to a minimum of its Subsidiaries 90% of the individuals listed on Schedule 2.16 attached hereto (including the Surviving Corporation and its Subsidiaries"ERP List") to, provide each employee who are still employees of the Company at such time on terms and conditions which, taken as a whole, are substantially similar to the economic terms and conditions of such individuals' employment arrangements as of the date hereof. In the event that any individual on the ERP List is offered employment by the Buyer and declines such offer of employment, the Company shall not create or maintain any Subsidiary position (whether as an employee or consultant) for such individual in the Company's remaining operations for 12 months from and after the Closing Date. To the extent that any obligations arise as a result of the termination of any individual's employment with the Company, including severance payments, stay bonuses and accrued vacation and sick time, such obligations shall be and remain the liability of the Company who continues employment with Parent and shall be satisfied in full on or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Closing Date. (b) For purposes of eligibilityFrom and after the date hereof through the Closing Date, level of benefits and vesting and benefits accrual (including with respect the Buyer shall be entitled to vacation or paid time off, but excluding any defined benefit or retiree medical planscontact the individuals listed on Schedule 1.5(b) under the Parent Plans in which the Continuing Employees are eligible attached hereto to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service discuss possible employment with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to Buyer after the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanDate. (c) Pxxxxx agrees On or prior to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as pay a pro rata portion of the day prior bonuses payable under its current employee bonus program up to the Closing Date, but contingent Date to all eligible employees on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination ERP List who are still employees of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on at the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)"Employee Bonuses"). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (fd) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, implied herein shall be construed to create a right in confer upon any past or present employee of the Company Company, their representatives, beneficiaries, successors and assigns, nor upon any collective bargaining agent, any rights or remedies of any nature, including, without limitation, any rights to employment or continued employment with the Buyer, the Company, or any of its Subsidiaries to employment with Parent, successor or affiliate; nor shall the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of ParentBuyer, the Company or their respective Affiliates. Nothing herein shall affiliates be construed to limit the right of Parent, the Surviving Corporation precluded or prevented from terminating or amending any of their Subsidiaries to amend or terminate any Parent Plan, any Company Employee Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreementas defined below).

Certain Employee Matters. (a) During Seller and the 12-month period commencing on Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, Parent shallcease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) For a period of one (1) year following the Closing Date, Buyer shall provide or cause one of its Subsidiaries to be provided to Acquired Company Employees (including the Surviving Corporation other than Xxxxxxx Xxxxxx, Xxxxx Xxxxxx and their respective management direct reports) who remain employees with Buyer and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate compensation that is no less favorable comparable in the aggregate (without regard to such Continuing Employee than the annual base salary any equity or wage rate equity-based compensation) to that is provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such Continuing Employee Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Effective Time, Closing and (ii) employee benefits (including severance and long-term incentive opportunities benefits but excluding annual base salary or wage rateretiree health and life benefits) that are substantially comparable in the aggregate to those employee benefits that provided to similarly situated employees them immediately prior to Closing. (c) Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate (“Buyer’s Retirement Plan”). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code (“Seller’s Retirement Plan”) shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller’s Retirement Plans and Buyer’s Retirement Plans, any notes representing participant loans, from Seller’s Retirement Plans into Buyer’s Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan (“Seller’s Retiree Plans”) whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate (“Buyer’s Group Welfare Plans”). (e) For purposes of determining eligibility to participate and vesting (and for benefit accrual purposes in the case of vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibilitysubsidiaries, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are extent an Acquired Company Employee shall become eligible to participateparticipate therein), Parent shall, or Acquired Company Employees shall cause the applicable plan sponsor to, receive service credit each Continuing Employee with his or her years of for service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, Subsidiaries to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service was credited under any similar Company Planemployee benefit plans and arrangements of Seller and its Subsidiaries; provided, except however, that such service need not be credited to the extent that such service credit it would result in a duplication of benefits for benefits. (f) Parent, Buyer, the same period of service. In addition, Parent or the Acquired Companies and their respective Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Employees employees and that have not been satisfied or waived as of the Effective Time Closing Date under the analogous any welfare benefit plan maintained for the Continuing Acquired Company Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time provide each Acquired Company Employee with credit for any co-payments and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated deductibles paid prior to the Closing Date, each Continuing Employee shall be Date in respect of the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for such year that such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Date. (eg) Each No provision of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 4.6 shall create any third party rightsbeneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, benefits Parent or remedies their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any nature whatsoever in benefits that may be provided, directly or indirectly, under any employee of the Company Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its Subsidiaries sole discretion (subject to Buyer’s obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer’s offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any beneficiaries liability, obligation or dependents thereof) commitment of Seller, GAC or any other Person Subsidiary of Seller or GAC that is not relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a party to result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, severance or similar benefits that may be payable, if any, to Bank Channel Employees in respect of their termination of employment with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or any Acquired Company shall have any liability therefor.

Certain Employee Matters. (a) During the 12-month period commencing on On the Closing Date, Parent shall, the Purchasers shall or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee Entities or an Affiliate of the Company Purchasers, to continue the employment of or any Subsidiary offer employment, as applicable, to the employees of the Company Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser A to the Parent (any such employees who continues so continue or accept such offer of employment with being referred to herein as the "Hired Employees"). Such employment shall be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (including other than the Surviving Corporation Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any of its Subsidiaries) Parent's Employee Benefit Plans, programs, policies and arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this Section 5.18, on and after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable Closing Date, each Hired Employee shall be eligible to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior participate in, and be subject to the Effective Timeprovisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated applicable for employees of Parent and Alliance or its Subsidiaries Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (including severance and long-term incentive opportunities but excluding annual base salary or wage rateexcept as otherwise provided in this Section 5.18). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with With respect to vacation or paid time offthe Alliance Employee Benefit Plans, but excluding any defined benefit or retiree medical plans) under programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, Closing Date credit each Continuing Employee with his or her years of for all service with the Company, any of the Subsidiaries of the Company Entities and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to credit for such service under any similar Company Plan, except to provide that on the extent that such service credit would result in a duplication of benefits for Closing Date all Hired Employees and their spouses and dependents shall be immediately covered by the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, group health plan maintained by Alliance which shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and provide immediate coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and Closing Date without any waiting period, (ii) recognize waive any pre-existing condition exclusions or limitations, and (iii) provide that any amounts paid by Hired Employees through the Closing Date for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual medical expenses that are treated as deductible, co-payment insurance and out-of-pocket maximums payments under such Parent Plan the Parent's health plan shall reduce the amount of any deductible, co-payment and insurance or out-of-pocket expenses payments required to be paid by for a similar period under the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) Alliance health plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval the Sellers shall be required provide Alliance with a list of all current and former employees participating in the event Parent's health plan along with a listing of each employee's deductible and co-insurance payments through the Closing Date. (ic) Effective as of the other party has previously approved Closing, the information contained Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, personal holidays and vacation pay for Hired Employees, provided that the vacation pay costs as of the Latest Balance Sheet Date have been accrued and reflected on the Latest Balance Sheet. (d) Parent shall take such actions as are necessary to provide that the Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) Plan"). Parent shall also take such communication or actions as are necessary to provide that the Hired Employees will be eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for rollover to the Alliance "401(k)" plan. The Purchasers shall take such action as is necessary after the Closing Date to provide that the Alliance "401(k)" plan will allow rollovers of distributions from the ASHS 401(k) Plan. (iie) After the information contained in Closing Date, the Purchasers and the Sellers agree to take such communication was previously publicly disclosedactions as are necessary to provide for the transfer of the account balances of the flexible spending accounts of each Hired Employee from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall provide for the reimbursement from the Alliance "Section 125" plan of medical and childcare expenses incurred by Hired Employees during 1998. (f) Nothing in this Section 4.11 or elsewhere in this AgreementAfter the Closing Date, expressed or implied, the Purchasers shall be construed responsible for providing health care continuation coverage pursuant to create a right in any employee the requirements of the Company or any Consolidated Omnibus Budget Reconciliation Act of its Subsidiaries to employment with Parent1985, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reservedas amended ("COBRA"), to discharge or terminate the services extent required by COBRA, for all former employees of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing the Entities and/or their "qualified beneficiaries" (as such term is defined in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement Part 6 of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right Title I of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement ERISA) who were receiving health care continuation coverage under COBRA prior to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits Closing Date or remedies of any nature whatsoever in any employee who are or become eligible to receive such coverage on or after the Closing Date. As of the Company or any date hereof, there were 2 former employees of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not the Entities and/or their "qualified beneficiaries" who were receiving health care continuation coverage under COBRA and 8 former employees who experienced a party to this Agreement"qualifying event" under COBRA.

Certain Employee Matters. (a) During From and after the 12-month period commencing on Effective Time of the Closing DateS Merger, Parent shallHoldco will, or shall and will cause one of its Subsidiaries (including the S Surviving Corporation and its Subsidiaries) to, provide each employee honor in accordance with their terms, the employment, severance, indemnification or similar agreements disclosed in SCHEDULE 6.18 hereto between the Company and certain Employees of the Company or any Subsidiary of (the "EMPLOYEE AGREEMENTS") and all Company who continues employment with Parent Plans; PROVIDED, HOWEVER, that nothing herein shall preclude Holdco or any of its Subsidiaries (including affiliates from having the Surviving Corporation right to terminate the employment of any Company Employee, with or without cause, or amend or terminate any of its Subsidiaries) Company Plan after the Effective Time (a “Continuing Employee”) with of the S Merger. From and after the Effective Time of the S Merger, Holdco will, and will cause the Surviving Corporation to, (i) an annual base pay all salary or wage rate that is obligations (including any severance benefits measured by reference to salary) under the Employment Agreement dated September 15, 1995 between the Company, SFTP and Xxxxx Bouts (the "BOUTS AGREEMENT") a true, correct and complete copy of which has been delivered to Parent and (ii) provide medical and health benefits to Xxxxx Bouts no less favorable than those generally provided by Holdco and its affiliates to their senior executives. From and after the Effective Time of the S Merger, the Sellers will be responsible for and pay all other obligations (including, with limitation, any "Equity Termination Payment") under the Bouts Agreement, whether arising by reason of the S Merger or otherwise. Subject to compliance by Xxxxx Bouts with the terms of the Bouts Agreement up to the Effective Time of the S Merger, Holdco agrees that if Bouts resigns effective upon the Effective Time of the S Merger, Holdco will treat such Continuing Employee than resignation as a "Termination for Good Reason" under the annual base salary or wage rate that is provided Bouts Agreement. Following the Effective Time of the S Merger, Holdco and its Subsidiaries will provide benefits to such Continuing Employee those of its Employees who were employed by the Company and its Subsidiaries immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are Time of the S Merger substantially comparable in the aggregate to those employee benefits generally provided by Holdco and its affiliates to similarly situated employees of Parent Employees employed by Holdco and its affiliates; PROVIDED that such Employees shall be credited for service with the Company and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except respective predecessors to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid was recognized by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries) for all purposes, including eligibility, vesting and benefit levels (other than with respect to benefit accruals under any plans subject to Title IV of ERISA) with respect to all benefits provided by Holdco and its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreementsuch Employees.

Certain Employee Matters. (a) During The participation of any employees of the 12-month period commencing Company in the plans, programs and arrangements of the Purchaser and its Affiliates relating to compensation and employee benefits (each, a “Purchaser Benefit Plan”) shall be on the Closing Date, Parent shall, or shall cause one same terms as similarly situated employees of its Subsidiaries (including the Surviving Corporation Purchaser and its Subsidiaries) to, provide each Affiliates. Each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) shall be credited under the Parent Purchaser Benefit Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her all years of service with the Company, any of the Subsidiaries of the Company and the Seller (and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit Seller) for such service under any similar Company Planpurposes of eligibility and vesting, except but not for purposes of benefit accrual (but only to the extent that such service credit would result in was credited under a duplication of benefits for the same period of servicesimilar Plan). In addition, Parent or and without limiting the Subsidiaries generality of Parent (including the Surviving Corporation and its Subsidiaries)foregoing, as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive each employee of the Company shall be immediately eligible to participate, without any waiting time, in any and all limitations as Purchaser Benefit Plans to preexisting conditionsthe extent that coverage under such Purchaser Benefit Plans replaces coverage under comparable Plans in which such employee participated immediately before the Closing Date, and (ii) for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any employee of the Company, the Purchaser shall cause all pre-existing condition exclusions and waiting periods with respect of such Purchaser Benefit Plan to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to be waived for such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee employee and his or her spousecovered dependents (but solely to the extent waived or satisfied under the corresponding Plan) with respect to the plan year of the Plan in which participation in such Purchaser Benefit Plan begins, domestic partner and the Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Plan ending on the date such employee’s participation in the corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit Plan for purposes of applying annual satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums under requirements applicable to such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee employee and his or her spouse, domestic partner and covered dependents under an analogous Company Plan during for the applicable plan year of as if such plan amounts had been paid in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in accordance with such Parent Purchaser Benefit Plan. (cb) Pxxxxx agrees to take Without limiting the actions set forth on generality of Section 4.11(c) 5.3(a), all employees of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parenta tax-qualified defined contribution plan of the Purchaser or an Affiliate of the Purchaser (“Purchaser’s 401(k) plan on Plan”) effective upon the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Closing. Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company who has an account balance under the 401(k) Investment Plan of H-G Holding Inc. or any of its Subsidiaries subsidiaries shall be permitted (but not required) to employment with Parentcause the cash value of such account balance, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reservedincluding promissory notes evidencing outstanding plan loans, to discharge or terminate be rolled over into the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Purchaser’s 401(k) Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During The parties acknowledge that the 12-month period commencing on consummation of the Merger will not affect the status of any Employee employed by FDC or any of its Subsidiaries as of the Closing DateDate and the Surviving Corporation and each of its Subsidiaries shall honor all obligations to the Employees under Employee Plans and Contracts of FDC and its Subsidiaries. For a period of one year following the Closing, Parent the Surviving Corporation shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of Employees with compensation and benefits that in the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is aggregate are no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, compensation and (ii) employee benefits (including severance wages, salaries, bonuses and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time offcompensation provided under the Employee Plans, but excluding for this purpose any defined benefit stock option, stock purchase plans, Retirement Payments or retiree medical plansDeal Bonuses) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived provided as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on to such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayedEmployees; provided, however, that no such prior approval the foregoing sentence shall be required deemed to be satisfied with respect to health and disability benefit plans provided to the Employees if each Employee is offered by Acquiror health and disability benefit plans that, in the event (i) aggregate, are comparable to the other party has previously approved health and disability benefit plans offered to all similarly situated Employees. Acquiror agrees that to the information contained in such communication extent service is relevant for purposes of eligibility or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in vesting under any employee benefit plan for which any Employee is or becomes eligible, such plan will credit each Employee for service with FDC and its Subsidiaries, Affiliates and predecessors prior to the Effective Time of the Company Merger to the extent such service was recognized by FDC or any of its Subsidiaries to employment with Parentor Affiliates. (b) As of the Effective Time of the Merger and thereafter, the Surviving Corporation and its Subsidiaries will provide continuation coverage under one or any of their Subsidiaries more group health plans maintained by Acquiror or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any one of its Subsidiaries or FDC or one of its Subsidiaries to each qualified beneficiary with respect to any group health plan maintained or previously maintained by FDC or one of its Subsidiaries whose qualifying event occurs prior to, on or after the Effective Time of the Merger, in accordance with COBRA. The Surviving Corporation and its Subsidiaries shall retain, and shall be responsible and liable for paying, performing and discharging, all obligations to provide continuation coverage to any qualified beneficiary in accordance with COBRA (and any liabilities relating thereto). For purposes of this subsection 5.3(b), (i) "COBRA" shall mean Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA, as such provisions are amended from time to time, and the rules and the regulations promulgated thereunder, (ii) "group health plan," "qualified beneficiary" and "qualifying event" shall have their respective meanings under COBRA, and (iii) an "Affiliate" of any Person shall mean any entity which, at any relevant time on or any beneficiaries or dependents thereofafter the Closing Date, is required to be treated as a single employer with such Person, in accordance with Section 414(b), (c), (m) or any other Person that is not a party to this Agreement(o) of the Code.

Certain Employee Matters. (a) During Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to all of the 12persons who are employees of (i) the Subsidiaries with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals, (whether such employees are full time employees, part-month period commencing time employees, on short-term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law, but excluding those employees who have been granted long-term disability benefits) as of the Closing DateDate (the "Hospitals' Employees"). Notwithstanding the foregoing, Parent shallPurchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section (a) which individuals will remain employed by Seller or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee applicable affiliate as of the Company or any Subsidiary Effective Time (the "Retained Management Employees"). Any of the Company Hospitals' Employees who continues accept an offer of employment with Parent Purchaser as of or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time shall be referred to herein as the "Hired Employees". Purchaser covenants and agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller under WARN. Purchaser shall ensure that the terms and conditions of employment (including level of compensation and benefits, including without limitation health insurance plans containing a “Continuing Employee”waiver of pre-existing conditions clause) with (i) an annual base salary or wage rate of each of the Hired Employees after the Closing Date are substantially equivalent to that is no less favorable to such Continuing Employee than provided the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to Hospitals' Employees as of the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Date. (b) For purposes of eligibility, level of benefits Purchaser shall give all Hired Employees full credit for accumulated sick pay as reflected by the Sick Pay Amount and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any for all of the Subsidiaries accrued vacation and holiday pay of such employees, either by (i) crediting such employees the Company and any accrued time off reflected in the employment records of its or their predecessor entities, to the same extent Seller as such Continuing Employee was entitled immediately prior to of the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the making full account balance distributed payments to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company amounts which such employees would have received had they taken their accrued or its Subsidiaries regarding the impact of the Merger on such employee’s employmentaccumulated holiday or vacation time, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no payment to such prior approval employees shall be required with respect to accumulated sick time except to the extent required by Seller's policies with respect to accumulated sick time. (c) After the Closing Date, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with the Subsidiaries and Seller's affiliates, as applicable, on or prior to the Closing Date for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable on or prior to the Closing Date. In addition, if on or prior to the Closing Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's (or its affiliate's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the event current fiscal year of Purchaser's medical and health plan that covers Hired Employees following the Closing Date. (d) Within two (2) years after Closing, Purchaser's Plan shall (i) be amended to provide for a plan-to-plan transfer from Seller's (or its affiliate's) plan with respect to the Hospitals' Employees (other party has previously approved than the information contained in such communication or Retained Management Employees) that is qualified under Section 401(a) and 401(k) of the Code, (ii) accept a transfer of assets from the information contained in such communication was previously publicly disclosed. above plan, (fiii) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in file any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.36 41

Certain Employee Matters. (a) During Section 6.9(a) of the 12-month period commencing on Acquisition Agreement is amended and restated as follows: (a) Effective as of the Closing Date, Parent shall, or the Purchaser shall cause one employ each of its Subsidiaries (including and only) the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any its Subsidiaries set forth in Section 6.9 of its or their predecessor entitiesthe Company Disclosure Schedule (each a "Purchaser Employee"), and prior to the same extent Closing Date, shall send a notice to the Purchaser Employees in a form approved by the Shareholder informing them that the Purchaser shall be the sole employer of such employees as of the Closing. As of the Closing, the Purchaser shall provide Purchaser Employees, a total compensation package of salary, bonus opportunity and benefits that, in the aggregate, are substantially comparable to that provided to such Continuing Employee was entitled Purchaser Employees immediately prior to the Closing Date Date, provided, however, that the Shareholder acknowledges that the Purchaser does not presently have, and shall not be required to credit for such service under any create, a stock purchase or stock option or similar Company Planplan, except and provided, further, that the Purchaser Employees shall remain participants in the Shareholder medical, vision, and dental plans, to the extent that such service credit would result currently participating, through June 30, 2002. The benefit plans currently offered to the Purchaser Employees are set forth by the Company in a duplication Section 6.9(a) of benefits for the same period of serviceCompany Disclosure Schedule. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare Each employee benefit plan, within program, policy and arrangement of the meaning of Section 3(1) of ERISA to: Purchaser and its subsidiaries shall recognize, to the extent possible, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductiblesatisfying any deductibles, co-payment pays and out-of-pocket maximums under such Parent Plan during the coverage period that includes the Closing Date, any deductiblepayment made by any Purchaser Employee towards deductibles, co-payment pays and out-of-pocket expenses paid by the Continuing Employee and his maximums for such coverage period in any health or her spouse, domestic partner and dependents under an analogous Company Plan during the other insurance plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing DateShareholder, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Codefor all purposes, including for purposes of determining eligibility to participate, vesting, schedule of benefits and benefit accrual, all service with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan Shareholder and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any writtenSubsidiaries, broad-based communications including service with employees of predecessor employers that was recognized by the Shareholder, the Company or its Subsidiaries regarding and the impact of the Merger on Subsidiaries; provided that such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which service shall not be unreasonably withheld, conditioned or delayed; provided, however, that no recognized to the extent such prior approval shall be required recognition would result in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly discloseda duplication of benefits." (fb) Nothing in this A new Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are 6.9(f) is hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement added to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Acquisition Agreement.:

Certain Employee Matters. (a) During the 12-month period commencing on On the Closing Date, Parent shall, the Purchasers shall or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee Entities or an Affiliate of the Company Purchasers, to continue the employment of or any Subsidiary offer employment, as applicable, to the employees of the Company Entities and Parent to be identified by the Purchasers prior to the Closing Date in accordance with the terms of a letter, dated of even date herewith, delivered by Purchaser A to the Parent (any such employees who continues so continue or accept such offer of employment with being referred to herein as the "HIRED EMPLOYEES"). Such employment shall be in a substantially similar position as such Hired Employee held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (including other than the Surviving Corporation Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be entitled to participate in or accrue benefits under any of its Subsidiaries) Parent's Employee Benefit Plans, programs, policies and arrangements except to the extent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the provisions of this SECTION 5.18, on and after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable Closing Date, each Hired Employee shall be eligible to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior participate in, and be subject to the Effective Timeprovisions of, the Employee Benefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated applicable for employees of Parent and Alliance or its Subsidiaries Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (including severance and long-term incentive opportunities but excluding annual base salary or wage rateexcept as otherwise provided in this SECTION 5.18). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with With respect to vacation or paid time offthe Alliance Employee Benefit Plans, but excluding any defined benefit or retiree medical plans) under programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, Closing Date credit each Continuing Employee with his or her years of for all service with the Company, any of the Subsidiaries of the Company Entities and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to credit for such service under any similar Company Plan, except to provide that on the extent that such service credit would result in a duplication of benefits for Closing Date all Hired Employees and their spouses and dependents shall be immediately covered by the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, group health plan maintained by Alliance which shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and provide immediate coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and Closing Date without any waiting period, (ii) recognize waive any pre-existing condition exclusions or limitations, and (iii) provide that any amounts paid by Hired Employees through the Closing Date for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual medical expenses that are treated as deductible, co-payment insurance and out-of-pocket maximums payments under such Parent Plan the Parent's health plan shall reduce the amount of any deductible, co-payment and insurance or out-of-pocket expenses payments required to be paid by for a similar period under the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) Alliance health plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval the Sellers shall be required provide Alliance with a list of all current and former employees participating in the event Parent's health plan along with a listing of each employee's deductible and co-insurance payments through the Closing Date. (ic) Effective as of the other party has previously approved Closing, the information contained Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, personal holidays and vacation pay for Hired Employees, provided that the vacation pay costs as of the Latest Balance Sheet Date have been accrued and reflected on the Latest Balance Sheet. (d) (dm) Parent shall take such actions as are necessary to provide that the Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) PLAN"). Parent shall also take such communication or actions as are necessary to provide that the Hired Employees will be eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for rollover to the Alliance "401(k)" plan. The Purchasers shall take such action as is necessary after the Closing Date to provide that the Alliance "401(k)" plan will allow rollovers of distributions from the ASHS 401(k) Plan. (iie) After the information contained in Closing Date, the Purchasers and the Sellers agree to take such communication was previously publicly disclosedactions as are necessary to provide for the transfer of the account balances of the flexible spending accounts of each Hired Employee from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall provide for the reimbursement from the Alliance "Section 125" plan of medical and childcare expenses incurred by Hired Employees during 1998. (f) Nothing in this Section 4.11 or elsewhere in this AgreementAfter the Closing Date, expressed or implied, the Purchasers shall be construed responsible for providing health care continuation coverage pursuant to create a right in any employee the requirements of the Company or any Consolidated Omnibus Budget Reconciliation Act of its Subsidiaries to employment with Parent1985, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reservedas amended ("COBRA"), to discharge or terminate the services of any Continuing Employee at any time extent required by COBRA, for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee all former employees of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.Entities and/or their

Certain Employee Matters. (a) During the 12-month period commencing on the Closing DateSubject to Section 7.10(c) below, Parent shall------------------------ Buyer may extend offers of employment, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee effective as of the Company or any Subsidiary Closing, to certain employees of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to Stations in Buyer's sole discretion and each such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or offer shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to be at the same extent salary and with substantially the same medical and health insurance benefits as such Continuing Employee was entitled in effect immediately prior to the Closing Date to credit and such that no loss of employment would occur for any employee if such service under any similar Company Plan, except to employee accepted his or her respective offer. All employees who accept their respective offers of employment with Buyer shall immediately be and become employees of Buyer. To the extent that such service credit would result in a duplication is relevant for eligibility, vesting and benefit accruals under any retirement or employee benefit plan, program or arrangement established or maintained by Buyer or any of benefits its affiliates for the same period benefit of serviceemployees of any of the Stations, such plan, program or arrangement shall credit such employees for service on or prior to the Effective Time with the Company or any affiliate or predecessor thereof. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, Buyer shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive to be waived all limitations as on benefits relating to preexisting conditionsany pre-existing conditions and recognize, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment deductible and out-of-pocket maximums limits under such Parent Plan any deductibleits medical and dental plans, co-payment deductible and out-of-pocket expenses paid by the Continuing Employee employees and his or her spouse, domestic partner and their dependents under an analogous Company Plan during the plan year of such plan medical and dental plans in which occurs they participate in the later calendar year in which the Closing occurs. The Buyer shall not be responsible for any severance claims, costs or causes of action of employees of the Effective Time Stations to whom Buyer does not offer employment. Except as provided in this Agreement, nothing herein shall restrict Buyer's ability to change or terminate the benefits or benefit plans provided to any employees (including former employees of the Company), nor shall Buyer be required to provide any employee any of the terms and conditions of employment provided by the date on which the Continuing Employee begins participation in such Parent PlanCompany. (cb) Pxxxxx agrees The Buyer shall have no responsibility or liability for any medical, disability or other benefits owed under the Company's benefit plans to take its employees, including without limitation, expenses for health or dental benefits incurred but not submitted for reimbursement prior to the actions set forth on Section 4.11(c) Closing Date that are covered under the Company's benefit plans and any incentive bonuses offered to employees of the Company. The Buyer shall not be responsible for providing any medical, life and other insurance coverage and benefits, and disability benefits to which any employee of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, who retired or was terminated from service with the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees or who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated was disabled prior to the Closing Date, each Continuing Employee shall to which such employee may be eligible to participate in Parent’s 401(k) plan on entitled under the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Company's benefit plans. (ec) Each Buyer is not planning or contemplating, and has not made or taken, and shall not make or take, any decisions or actions concerning the Stations' employees that would require the service of notice under the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), or any employee notice provision of applicable state law, including, without limitation, any decision not to offer employment to any employees at the Stations which would cause a violation of the Company and Parent shall provide to the other party copies of WARN Act or any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedsimilar state law. (fd) Nothing in this This Section 4.11 or elsewhere in this Agreement, expressed or implied, 7.10 shall be construed to create a right in any employee operate exclusively for the benefit of the Company or any of its Subsidiaries parties to employment with Parent, this Agreement (and their permitted assigns) and not for the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services benefit of any Continuing Employee at any time for no reason other person or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreemententity.

Certain Employee Matters. (a) During The merger agreement contains certain agreements of the 12-month period commencing on parties with respect to various employee matters, which are described below. As soon as administratively practicable after the Closing Dateeffective time of the merger, Parent shall, or shall cause one TriCo will take all reasonable action so that employees of its Subsidiaries (including the Surviving Corporation FNBB and its Subsidiaries) to, provide each subsidiaries will be entitled to participate in the TriCo and Tri Counties Bank employee benefit plans of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior general applicability to the Effective Time, and (ii) employee benefits (including severance and longsame extent as similarly-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent TriCo and its Subsidiaries (including severance subsidiaries, provided that coverage shall be continued under the corresponding benefit plans of FNBB and long-term incentive opportunities but excluding annual base salary or wage rate). (b) its subsidiaries until such employees are permitted to participate in the TriCo benefit plans. TriCo and Tri Counties Bank, however, shall not be under any obligation to make any grants to any former employee of FNBB and its subsidiaries under any discretionary equity compensation plan of TriCo. For purposes of eligibilitydetermining eligibility to participate in, level the vesting of benefits and vesting and for all other purposes, other than for accrual of pension benefits accrual (including with respect to vacation or paid time offunder, but excluding any defined the TriCo employee benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her TriCo will recognize years of service with the Company, any of the Subsidiaries of the Company FNBB and any of its or their predecessor entitiessubsidiaries, to the same extent as such Continuing Employee service was entitled immediately prior to the Closing Date to credit credited for such service under any similar Company Planpurpose by FNBB and its subsidiaries, except where such recognition would result in duplication of benefits. Nothing contained in the merger agreement shall limit the ability of TriCo to amend or terminate any TriCo or FNBB benefit plan in accordance with their terms at any time. At the time the employees of FNBB and its subsidiaries become eligible to participate in a medical, dental, health, life or disability plan of TriCo and its subsidiaries, TriCo will cause each such plan to: • waive any preexisting condition limitations to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that conditions are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time covered under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Timeapplicable medical, health or dental plans of TriCo; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums • provide full credit under such Parent Plan medical, health or dental plans for any deductibledeductibles, co-payment and out-of-pocket expenses paid incurred by the Continuing Employee employees and his or her spouse, domestic partner and dependents under an analogous Company Plan their beneficiaries during the plan year of such plan in which occurs the later portion of the Effective Time calendar year prior to such participation; and • waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) effective time of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before merger to the Closing Dateextent such employee had satisfied any similar limitation or requirement under a corresponding FNBB plan prior to the effective time of the merger. At and following the effective time of the merger, the Company Board (or the appropriate committee thereof) TriCo shall adopt resolutions honor and take such corporate action as is necessary shall continue to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”)be obligated to perform, effective in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of FNBB and its subsidiaries and current and former directors of FNBB and its subsidiaries existing as of the day prior to the Closing Date, but contingent on the occurrence effective date of the Closingmerger, as well as all bonus, deferred compensation, supplemental retirement plan, salary continuation, severance, termination, change in control or other existing plans and policies of FNBB and its subsidiaries that were disclosed to TriCo. In the event TriCo has agreed that Parent requests that the Company 401(k) Plan be terminated, those employees of FNBB and its subsidiaries (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment who are not offered employment by Parent) not later than the day preceding the Closing Date and (ii) TriCo following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination effective date of the Company 401(k) Planmerger, the assets thereof shall be distributed who are not a party to the participantsan employment agreement or otherwise entitled to an existing severance package, change in control benefit or payments under any salary continuation plan, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” sign and deliver (within the meaning of Section 401(a)(31and do not revoke) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan a termination and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication release agreement or (ii) who are terminated by TriCo without cause prior to the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee first anniversary of the Company or any effective date of its Subsidiaries the merger and deliver (and do not revoke) a termination and release agreement, will be entitled to employment receive a single lump sum payment of severance in an amount and in accordance with Parentthe terms of a severance policy agreed to by the parties. Pursuant to the merger agreement, FNBB is required, prior to the Surviving Corporation or any closing of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reservedmerger, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other have made all discretionary employee benefit plan. Notwithstanding any provision in this Agreement contributions to the contraryFirst National Bank retirement plan, nothing in this Section 4.11 shall create any third party rightsto provide for full vesting of all non-elective contributions under such retirement plan for all participants, benefits or remedies of any nature whatsoever in any employee and to take all actions necessary to terminate such retirement plan effective no later than the business day preceding the closing date of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreementmerger.

Certain Employee Matters. (a) During Seller shall, and (with respect to employees located in Canada) shall cause Xxxxxx Canada to, terminate or cause the 12termination of all employees principally engaged in the Transferred Business (including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-month period commencing term disability or other unpaid leave) and set forth on Schedule 5.02(a) (the “Transferred Business Employees”) as of the Closing Date and thereafter timely pay all wages, withholding taxes and 401(k) contributions (including employer match), if any, of such employees which shall be prorated as of the end of the shift that ends on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including together with any employee bonuses payable in connection with the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)transactions contemplated herein. (b) For purposes of eligibilityBuyer shall, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plansemployees located in Canada) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor toThe Orthotic Group Inc. (“TOG”), credit to offer employment to each Continuing Transferred Business Employee with his or her years of service with the Company, any effective as of the Subsidiaries of the Company and any of its or their predecessor entitiesClosing Date, provide to all Transferred Business Employees not less than the same extent as such Continuing Employee was entitled wages and not less than substantially comparable benefits in the aggregate to what they had immediately prior to the Closing Date and ensure that a sufficient number of Transferred Business Employees are offered and provided employment for a sufficient period (but in no event less than ninety (90) days) after the Closing Date in order to avoid causing a mass layoff or plant closing by, or any liability to, the Seller under the WARN Act or similar law in the State of New York or by reason of the transactions contemplated to occur at Closing. Each of the Transferred Business Employees shall be given credit under the benefit plans of Buyer and TOG, as applicable (for such plan eligibility purposes) in respect of all service under any similar Company Plan, except performed for Seller or its Affiliates prior to the extent Closing. Buyer agrees that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation Buyer and its Subsidiaries)TOG, as applicable, shall cause each Parent Plan that is a welfare benefit planwill provide to all of the Transferred Business Employees all earned but untaken paid time off, within or payment in lieu thereof, credited to the meaning of Section 3(1) of ERISA to: (i) waive all limitations Transferred Business Employees by Seller and Xxxxxx Canada, as to preexisting conditionsapplicable, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Closing and disclosed on Schedule 5.02(b). The Transferred Business Employees immediately prior are not intended to the Effective Time; be third party beneficiaries of this Agreement or, in particular, any subsection of this Section 5.02, and (ii) recognize for each Continuing as such, no such Transferred Business Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan shall be entitled to enforce any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planprovisions of this Section 5.02 against Seller or Buyer. (c) Pxxxxx agrees to take Provided that Buyer complies with each of the actions covenants set forth on in this Section 4.11(c) 5.02, and except as set forth in this Section 5.02, Buyer will have no liability or obligation in connection with Seller's and Xxxxxx Canada’s employees or former employees and their beneficiaries (including former employees of the Company Disclosure Letter. Transferred Business who do not become employees of the Buyer) for (di) If requested by Parent not less than ten (10) Business Days before the Closing Datecontributions to or payments under any Plans of Seller or other employee benefit plans, the Company Board (stock options, programs, arrangements or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s understandings of Seller, including any 401(k) plan contributions, or (the “Company 401(kii) Plan”)claims, effective as demands, administrative proceedings or suits arising out of the day prior to the Closing Dateor in connection with alleged unlawful employment practices of Seller, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance all of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Excluded Liabilities. (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Seller and the 12-month period commencing on Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, Parent shallcease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) For a period of one (1) year following the Closing Date, Buyer shall provide or cause one of its Subsidiaries to be provided to Acquired Company Employees (including the Surviving Corporation other than Rxxxxxx Xxxxxx, Rxxxx Xxxxxx and their respective management direct reports) who remain employees with Buyer and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate compensation that is no less favorable comparable in the aggregate (without regard to such Continuing Employee than the annual base salary any equity or wage rate equity-based compensation) to that is provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such Continuing Employee Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Effective Time, Closing and (ii) employee benefits (including severance and long-term incentive opportunities benefits but excluding annual base salary or wage rateretiree health and life benefits) that are substantially comparable in the aggregate to those employee benefits that provided to similarly situated employees them immediately prior to Closing. (c) Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate (“Buyer’s Retirement Plan”). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code (“Seller’s Retirement Plan”) shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller’s Retirement Plans and Buyer’s Retirement Plans, any notes representing participant loans, from Seller’s Retirement Plans into Buyer’s Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan (“Seller’s Retiree Plans”) whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate (“Buyer’s Group Welfare Plans”). (e) For purposes of determining eligibility to participate and vesting (and for benefit accrual purposes in the case of vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibilitysubsidiaries, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are extent an Acquired Company Employee shall become eligible to participateparticipate therein), Parent shall, or Acquired Company Employees shall cause the applicable plan sponsor to, receive service credit each Continuing Employee with his or her years of for service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, Subsidiaries to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service was credited under any similar Company Planemployee benefit plans and arrangements of Seller and its Subsidiaries; provided, except however, that such service need not be credited to the extent that such service credit it would result in a duplication of benefits for benefits. (f) Parent, Buyer, the same period of service. In addition, Parent or the Acquired Companies and their respective Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Employees employees and that have not been satisfied or waived as of the Effective Time Closing Date under the analogous any welfare benefit plan maintained for the Continuing Acquired Company Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time provide each Acquired Company Employee with credit for any co-payments and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated deductibles paid prior to the Closing Date, each Continuing Employee shall be Date in respect of the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for such year that such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Date. (eg) Each No provision of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 4.6 shall create any third party rightsbeneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, benefits Parent or remedies their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any nature whatsoever in benefits that may be provided, directly or indirectly, under any employee of the Company Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its Subsidiaries sole discretion (subject to Buyer’s obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer’s offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any beneficiaries liability, obligation or dependents thereof) commitment of Seller, GAC or any other Person Subsidiary of Seller or GAC that is not relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a party to result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, severance or similar benefits that may be payable, if any, to Bank Channel Employees in respect of their termination of employment with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or any Acquired Company shall have any liability therefor.

Certain Employee Matters. (a) During Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions) to substantially all Deaconess Employees (whether such employees are full-time employees, part-time employees, on short-term or long- term disability or on leave of absence pursuant to Seller's policies, the 12Family and Medical Leave Act of 1993 or other similar local law) as of the Closing Date. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-month level Deaconess Employee who does not accept Purchaser's employment offer made under this Section 10.1(a), which individuals will remain employed by Seller as of the Closing Date (the "Retained Management Employees"). Any of the Deaconess Employees who accept an offer of employment with Purchaser as of or after the Closing Date shall be referred to in this Agreement as the "Hired Employees." Purchaser agrees that it shall continue to employ in comparable positions the Hired Employees for a period commencing on of no less than ninety (90) calendar days following the Closing Date, Parent shallunless Purchaser sooner terminates the employment of any Hired Employee for cause or any Hired Employee voluntarily resigns or retires. For a period of one year from the Closing Date, or Purchaser shall cause one ensure that the terms and conditions of its Subsidiaries employment (including the Surviving Corporation initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and its Subsidiariesretirement plans) to, provide of each employee of the Company or any Subsidiary Hired Employees on and after the Closing Date are, in the aggregate, substantially equivalent to that provided the Deaconess Employees as of the Company who continues employment with Parent or Closing Date, provided, however, that the entitlement of any of its Subsidiaries (including the Surviving Corporation or Deaconess Employees to retention bonuses as of the Closing Date shall not constitute a term and condition of employment of any of its Subsidiaries) after the Effective Time (Hired Employee as to which Purchaser must provide a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)equivalent benefit. (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Purchaser shall give all Hired Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to full credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent extended sick pay (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1Reserve Sick) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, and all other paid time off pay, either by (i) crediting such employees the Company Board (or time off reflected in the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as employment records of the day Seller immediately prior to the Closing Date, but contingent on the occurrence or (ii) by making full payments to such employees of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence amounts that such plan has been terminated employees would have received had they taken such paid time off. (the form and substance of which c) Hired Employees shall be subject eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller, as applicable, prior to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date for purposes of determining eligibility to participate and (ii) following the Effective Time and as soon as reasonably practicable following receipt vesting of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participantsbenefits in Purchaser's employee benefit plans, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including preexisting condition limitations will be waived with respect to loans) to Parent’s 401(k) planHired Employees and their covered dependents unless such preexisting conditions, in the form of cash, in an amount equal to the full account balance distributed extent required by law, were applicable prior to the Closing Date. (d) Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code section 4980B and Part 6 of Title I of ERISA ("COBRA Coverage") with respect to the Deaconess Employees (and their dependents) whose qualifying event occurred prior to the date on which the Deaconess Employees become Hired Employees. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which such Continuing Deaconess Employees from become Hired Employees. (e) After the Company 401(kClosing Date, Purchaser's human resources department will give reasonable assistance to Seller's human resources department with respect to Seller's post-Closing administration of Seller's pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Deaconess Employees (other than the Retained Management Employees). Within ten (10) Plan. If days after the Company 401(kClosing Date, Purchaser shall provide to Seller a list of all of the Deaconess Employees who were offered employment by Purchaser but refused such employment. (f) Plan is terminated With respect to all Deaconess Employees (including Hired Employees), Seller shall be responsible for and shall pay, on or prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(kall wages, bonuses, vacation pay, pay for other compensated absences and other remuneration (including mandatory or discretionary benefits) plan earned or accrued by such employees as of the close of business on the Closing Date Date, including any related payroll deductions (subject to such as FICA and any pension or other employee benefit plan contributions and employment Taxes) with respect thereto, regardless of whether such amounts have been accrued on the terms books of Parent’s 401(k) plan and giving effect to Seller at the service crediting provisions close of Section 4.11(b))business on the Closing Date. (eg) Each Seller shall have liability for and shall pay all severance payments (if any) due to any of the Company and Parent shall provide to the other party copies of Deaconess Employees (including any written, broad-based communications with employees Hired Employee) as a result of the Company or its Subsidiaries regarding the impact termination of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to their employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementSeller.

Certain Employee Matters. (a) During Immediately prior to the 12-month period commencing Closing, Purchaser shall offer to employ, on an "at will" basis, substantially all of the employees of the Seller as of the Closing Date, Parent shallincluding employees on military or other types of leave (excluding employees with employment agreements, or which Purchaser shall cause one of its Subsidiaries (including the Surviving Corporation assume) in positions and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment at compensation levels consistent with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is those being provided to such Continuing Employee by Seller immediately prior to Closing. All such employees who accept the Purchaser’s offer of employment shall be referred to herein as the "Hired Employees". The Purchaser will ensure that the level of benefits of each of the Hired Employees immediately following the Closing is comparable, in the aggregate, to those provided the Hired Employees immediately preceding the Closing. Schedule 12.1(a) provides a list of employees of Seller who are‌ on short-term or long-term disability or on leave of absence pursuant to the Seller's policies or Law (each, an "Inactive Employee" and collectively "Inactive Employees"), provides the date such absence began, and provides the date, if known, that the employee is expected to return to work. The list of Inactive Employees on Schedule 12.1(a) will be updated as of the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes Purchaser shall assume sponsorship of eligibilityeach of the Employee Benefit Plans set forth on Schedule 4.15 hereto and shall assume all assets, level of benefits liabilities, obligations and commitments arising thereunder. If, after Closing, Purchaser amends or replaces any such Employee Benefit Plan, Purchaser shall grant vesting and benefits accrual (including eligibility credit to Seller's employees with respect to vacation Purchaser's employee benefit plans. Any amounts which have been applied toward satisfaction of the calendar year 2014 co-payment, maximum out of pocket, or paid time offdeductible on behalf of any Hired Employee or dependent under any employee welfare benefit plan of the Seller shall be deemed to be so applied toward satisfaction of the calendar year 2014 co-payment, but excluding any defined benefit maximum out of pocket, or retiree medical plans) deductible under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or applicable employee welfare benefit plan of Purchaser. Purchaser shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a employee welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) plans to waive all any exclusions or limitations as to preexisting conditions, exclusions for pre-existing conditions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing conditions affecting any Hired Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately Time. The Purchaser shall take into account all prior service credited to the Effective Time; and (ii) recognize for each Continuing Hired Employee and his or her spouse, domestic partner and dependents by the Seller for purposes of applying annual deductibledetermining whether an employee has satisfied the service requirements for eligibility, co-payment participation and out-of-pocket maximums all other purposes (including without limitation vesting of benefits) under all of the employee welfare benefit plans of the Purchaser, but not for purposes of determining the amount of benefits under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planwelfare benefit plans. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision anything in this Agreement to the contrary, nothing from and after the Effective Time, Purchaser and each of its ERISA Affiliates will comply in all respects with the group health plan continuation coverage requirements of COBRA. Without limiting the generality of the foregoing, Purchaser and each of its ERISA Affiliates will comply with all COBRA requirements, including the provision of continuation coverage, that arise with respect to employees or former employees who are not Hired Employees and their respective spouses and dependents, of Seller or its ERISA Affiliates, as a result of the transactions contemplated by this Section 4.11 Agreement or that have arisen prior to this transaction (each a "qualified beneficiary"). Purchaser shall create any third party rightsprovide at its expense, less the applicable premium paid by the qualified beneficiary, COBRA continuation coverage under its group health plan to individuals who, as of the Closing Date, are COBRA qualified beneficiaries with respect to the Seller's or its ERISA Affiliates’ group health plans, each of whom is listed on Schedule 12.1(c), which such schedule shall be updated at Closing. (d) Purchaser shall give credit to all Hired Employees for their respective unused vacation, holiday and personal days accrued through the Effective Time. Purchaser shall also give credit to all Hired Employees for their respective sick leave and extended illness benefits accumulated through the Effective Time without adjustment to the Purchase Price, provided, however, that Purchaser shall have the right to amend, modify, or remedies eliminate the accrual of such benefits after the Effective Time. (e) After the Effective Time Purchaser shall continue to withhold funds from the wages of any nature whatsoever Hired Employees with respect to any garnishment agreements relating to the Hired Employees and remit to recipients such funds in accordance with the garnishment agreements, including any garnishment agreements between Seller and the Hired Employees. (f) Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment to any particular employee benefit plan of the Company Purchaser or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.Seller,

Certain Employee Matters. (a) During the 12-month period commencing on the Closing Date, Parent shall, On or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the fifth day prior to the Closing Date, but contingent on the occurrence Purchaser shall offer, or shall cause one or more of the ClosingInsurance Subsidiaries to offer, employment to any one or more of the individuals identified on Schedule 3.10(a) (the "Employees"), each such offer to be contingent upon the consummation of the transactions contemplated by this Agreement. In (Each Employee who accepts Purchaser's offer of employment on or prior to the event that Parent requests that Closing Date shall hereinafter be referred to as a "Transferred Employee" and collectively as "Transferred Employees"). Purchaser or the Company 401(k50 applicable Insurance Subsidiary shall be free to terminate the employment of any Transferred Employee so employed thereby at any time after the Closing Date. (b) Plan be terminatedEffective as of the Closing Date, the Purchaser shall assume the sponsorship (or liabilities, as the case may be) of, or shall cause one or more of the Insurance Subsidiaries to assume the sponsorship (or liabilities, as the case may be) of, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Arm Severance Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cashset forth on Annex A to Schedule 3.10(a), (ii) the Stay-Pay Incentive Arrangement in the form set forth on Annex B to Schedule 3.10(a) (iii) the Nonqualified Deferred Compensation Plan, in an amount equal the form set forth on Annex C to Schedule 3.10(a), and (iv) accrued and earned, but unused, vacation time (such plans to be referred to herein as the "Assumed Plans"). (c) Without limiting the foregoing, Purchaser shall credit each Transferred Employee with all of his or her service for Seller or either of the Insurance Subsidiaries under Purchaser's employee benefit plans, arrangements and policies for purposes of eligibility and vesting only (and not for purposes of benefit accrual, except for the purposes of benefit accrual under the Assumed Plans), but solely to the full account balance distributed to extent that such Continuing Employees from service was credited thereto under similar employee benefit plans, arrangements and policies of Seller or the Company 401(k) Plan. If the Company 401(k) Plan is terminated Insurance Subsidiaries immediately prior to the Closing Date. (d) Purchaser and its respective Subsidiaries will, or will cause the Insurance Subsidiaries to provide each Continuing Transferred Employee shall be with credit for any co-payments and deductibles paid thereby in the year 2000 under Seller's respective plans prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Date. (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Prior to the 12-month period commencing on Closing, ------------------------ the Purchaser intends to offer employment in comparable positions, effective simultaneously with the Closing, to all of the employees of the Sellers and of CPC of Texas and CRC San Antonio working at the Hospitals as of the Closing Date. All such employees who accept the Purchaser's offer of employment shall be referred to herein as the "Hired Employees." Also prior to Closing, Parent shallPurchaser will notify Sellers and CPC of Texas and CRC San Antonio of any employees to whom Purchaser does not intend to offer employment. In any event, or shall cause one Purchaser agrees to make a sufficient number of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee offers of employment such that Sellers' termination of all employees of the Company or any Subsidiary Hospitals prior to Closing under this Agreement and the Merger Agreement will not constitute a violation of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable WARN Act. Except as otherwise provided for in this Agreement, Purchaser shall be responsible for all costs and liabilities attendant to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)termination. (b) For purposes The Purchaser shall give all Hired Employees full credit for all of eligibilitythe accrued vacation, level holiday and sick pay of such employees, either by allowing such employees the accrued time off reflected in the employment records of the Seller or by making full payments to such employees of the amounts which such employees would have received had they taken their accrued or accumulated holiday, vacation time. Purchaser shall not be obligated to pay any Hired Employee for accrued sick time upon the termination, whether voluntary or involuntary, of such Hired Employee. (c) The Purchaser shall offer health insurance benefits to all Hired Employees and vesting their dependents (except those persons not having health insurance benefits with the Sellers immediately prior to the Closing), effective simultaneously with the Closing, and shall be responsible for all employee health claims resulting from occurrences before, on or after the Closing Date without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Closing Date will remain the responsibility of the Sellers until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall the Sellers be liable after Closing to Hired Employees or dependents who are in a hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits accrual (including beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any Hired Employee under any insured employee welfare benefit plan of the Sellers shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any employee welfare benefit plan of the Sellers shall be applied toward any such limitation under the applicable insured welfare benefit plan of the Purchaser, and the Purchaser shall cause its employee welfare benefit plans to waive any limitations for pre-existing conditions with respect to vacation or paid time off, but excluding conditions affecting any defined benefit or retiree medical plans) Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the Parent Plans in which employee welfare benefit plan of the Continuing Employees are eligible to participate, Parent shall, or Sellers. The Purchaser shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of take into account all service with the Company, Sellers or any affiliate or division of the Subsidiaries Sellers for purposes of determining whether an employee has satisfied the service requirements for eligibility, participation and all other purposes (including without limitation vesting of benefits) under all of the Company and any employee welfare benefit plans of its the Purchaser (whether or their predecessor entitiesnot insured). (d) Except as otherwise provided for in this Agreement, Hired Employees will be offered employee benefits to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any employees occupying similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods positions with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect similar experience with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanPurchaser. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. With respect to each employee of the Company whose employment is continued with the Company following the Closing Date (a) During the 12-month period commencing each, a “Covered Employee”), Buyer shall, on and after the Closing Date, Parent shallprovide, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) toto provide, provide to each Covered Employee under each employee of the Company benefit plan maintained or contributed to by Buyer or any Subsidiary of the Company who continues employment with Parent or any of Buyer for its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For employees, credit for purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible eligibility to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her vesting and benefit accrual for full and partial years of service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately Affiliates performed prior to the Closing Date to credit for Date; provided, that no such prior service under any similar Company Plan, except shall be taken into account to the extent that such service credit it would result in a the duplication of benefits for the same period of servicebenefits. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, Buyer shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) subject to obtaining any required consent of any insurer, waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Covered Employees and their eligible dependents under any health, medical, disability and life insurance plans offered by Buyer or its Subsidiaries, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Covered Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective TimeClosing Date; and (ii) recognize use commercially reasonable efforts to provide or cause to be provided to each Covered Employee credit for each Continuing any co-payments and deductibles paid by such Covered Employee and his or her spouse, domestic partner and respective dependents prior to the Closing Date for purposes of applying annual deductible, co-payment and satisfying any applicable deductible or out-of-pocket maximums requirements under such Parent Plan any deductible, co-payment the analogous benefit plan of Buyer or its Subsidiaries. From and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before after the Closing Date, the Company Board (Buyer shall, or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate cause the Company’s 401(k) plan (the “Company 401(k) Plan”), effective to honor any accrued vacation or paid time off to which a Covered Employee is entitled as of the day immediately prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence provided that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, accrued vacation or paid time off is accrued in the form calculation of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) PlanNet Working Capital. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreementsection, expressed express or implied, is intended to be, shall constitute or shall be construed as an amendment to create a right in or modification of any employee benefit plan or arrangement of the Company or any of its Subsidiaries to employment with ParentBuyer, the Surviving Corporation Seller, or any of their Subsidiaries Affiliates or shall interfere with or restrict limit in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of ParentBuyer, the Surviving Corporation Seller, or any of their Subsidiaries respective Affiliates to amend amend, modify or terminate any Parent Plan, any Company Plan or any other of their respective employee benefit planplans or arrangements. Notwithstanding any provision in this Agreement to the contraryFurther, nothing in this Section 4.11 section, express or implied, shall create any third party rights, benefits or remedies beneficiary rights in favor of any nature whatsoever in employee, or create any employee of the Company third party beneficiary or other rights to continued employment with Buyer, Seller, or any of its Subsidiaries (their respective Affiliates and nothing herein shall limit the right of Buyer, Seller or any beneficiaries of their Affiliates to terminate the employment of any Covered Employee, at any time for any or dependents thereof) or any other Person that is not no reason in a party to this Agreementmanner consistent with applicable contractual obligations, if any.

Certain Employee Matters. (a) During Parent shall provide each Company Employee as of the 12Effective Time with health and welfare, retirement and similar Employee Plans (expressly excluding awards of equity and any other equity-month period commencing on based plans) that are substantially similar, in the Closing Dateaggregate, to the health and welfare, retirement and similar Employee Plans provided to the Company Employees immediately preceding the Effective Time. From the Effective Time, Parent shallshall provide, or shall cause one to be provided, to each Company Employee who is covered by a collective bargaining agreement, compensation and benefits in accordance with the terms and conditions of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)collective bargaining agreement. (b) For all purposes (including purposes of eligibilityvesting, eligibility to participate and level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plansbenefits) under the Parent health and welfare, retirement and similar Employee Plans in which (expressly excluding awards of equity and any other equity-based plans) to be provided for Company Employees after the Continuing Employees are eligible to participateEffective Time, Parent each Company Employee shall, or shall cause the subject to applicable plan sponsor tolaw and applicable tax qualification requirements, credit each Continuing Employee be credited with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or Subsidiaries and their predecessor entitiesrespective predecessors before the Effective Time, to the same extent as such Continuing Company Employee was entitled immediately prior to entitled, before the Closing Date Effective Time, to credit for such service under any similar health and welfare, retirement and similar Employee Plan of the Company Planor its Subsidiaries in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, except provided, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that such service credit its application would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planbenefits. (c) Pxxxxx agrees to take For the actions set forth on Section 4.11(c) avoidance of the Company Disclosure Letter. (d) If requested by doubt, Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions may offer participation in equity-based plans at Parent’s sole discretion and take at such corporate action time and under such terms and conditions as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment determined by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. 6.1 BOC shall determine, in its sole discretion, prior to November 30, 2002 (a) During the 12-month period commencing "Offer Date"), which employees of FPLEOSI listed on Schedule II it shall make offers of employment to (so long as such employees are employeed by FPLEOSI on the Closing Offer Date) and shall notify NEA of such names as well as the anticipated terms and conditions of such offers. FPLEOSI shall provide reasonable assistance to BOC in developing and communicating such offers. Subject to Sections 6.2 through 6.5 below, Parent shall, or such offers of employment shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with for (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Timeemployment commencement date with BOC of January 1, and 2003; (ii) salaries equivalent to their current wages and (iii) benefits commensurate with similarly classified BOC employees as outlined in Exhibit B. BOC shall give each employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and who accepts its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, offer credit each Continuing Employee with his or her for such employee's years of service with the Company, FPLEOSI for vesting eligibility and benefit levels purposes but not for purposes of benefit accruals under BOC's Pension Plan and Savings Investment Plan or any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of serviceother tax-qualified plan sponsored by BOC. In addition, Parent or the Subsidiaries such years of Parent (service with FPLEOSI shall not be credited by BOC under its retiree medical plan. 6.2 NEA agrees that FPLEOSI will be solely responsible for reaching any employment decisions, including the Surviving Corporation and its Subsidiaries)payment of any severance thereof, as if applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: regarding (i) waive all limitations as to preexisting conditionsthose FPLEOSI employees not offered employment by BOC, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 those employees who are offered but do not accept employment with BOC, and BOC does not and shall not assume or elsewhere in this Agreement, expressed be responsible for any obligations or implied, shall be construed to create a right in liabilities arising out of any employment relationship between FPLEOSI and any employee or former employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or FPLEOSI. BOC shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services provide NEA and/or FPLEOSI prompt written notice of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person offer that is not accepted by a party FPLEOSI employee. BOC shall reimburse NEA for any severance payments made to an employee offered employment with BOC not in compliance with Section 6.1 of this Agreement. 6.3 BOC agrees that for any acquired employees whose employment is terminated for reasons other than cause, disability, death or voluntary resignation within the twelve (12) month period following such employee's employment date with BOC, BOC will pay the affected employee's severance payments in a lump sum payment in accordance with Section 6.5 below. 6.4 During the three year period commencing from the Offer Date, if BOC should offer any person listed on Schedule I or II, without FPLEOSI's prior consent, such consent not to be unreasonably withheld or denied , an offer of employment who (i) did not receive an offer of employment by BOC by the Offer Date or (ii) was offered employment with BOC by the Offer Date and refused such offer of employment, and such person accepts BOC's offer of employment, then BOC shall pay to NEA a lump sum payment of fifty percent (50%) of the severance benefits that such person received or would have received from NEA under Section 6.5 of this Agreement upon BOC's hiring of such employee and fifty percent (50%) of the severance benefits that such employee received or would have received from NEA under Section 6.5 of this Agreement on such employee's one year anniversary with BOC. 6.5 Employees listed on Schedule II who do not receive an offer of employment in compliance with Section 6.1 shall receive payment, following the receipt of a signed separation agreement, equal to the greater of (A) three weeks of pay for each year of the employee's service with FPLEOSI and its affiliates, or (B) ten weeks of pay, up to a maximum of 52 weeks. Employees accepting a BOC offer of employment not in compliance with Section 6.1 will not be entitled to receive a severance benefit. 7.

Certain Employee Matters. (a) During This transaction involves the 12-month period commencing on sale of assets only and does not involve the Closing Date, Parent shall, transfer of any Employees from Seller to any operation of Buyer or its Affiliates and thus nothing herein shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee be construed as obligating Buyer to offer employment to or hire any of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Seller’s Employees. (b) For purposes At any time prior to or after the Closing (but if prior to the Closing, contingent upon the Closing), Buyer may offer employment, in its sole discretion and in accordance with its particular staffing needs, to any Employees, including CBA Employees subject to the Collective Bargaining Agreement, other than the Employee set forth on Section 7.08 of eligibilitythe Seller Disclosure Schedule. (c) If Buyer or its Affiliates hire any such CBA Employees, level Buyer shall, but only if and then to the extent required by Law, (i) become a successor employer under the Collective Bargaining Agreement and (ii) assume its terms and conditions as required by the Collective Bargaining Agreement, provided that Seller shall remain responsible, as provided elsewhere in this Agreement, for any liabilities related to such CBA Employees which were owed or accrued through but not including the Closing Date. (d) Neither Buyer nor any of benefits and vesting and benefits accrual its Affiliates shall take any action (including with respect to vacation the CBA Employees) which Buyer reasonably believes is likely to have the effect of (or paid time offthat does have the effect of) causing Seller or its Affiliates to suffer liabilities or Damages (excluding, but excluding any defined benefit or retiree medical plansfor purposes of this subparagraph only, attorneys fees) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions for obligations arising after the Closing under or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior pursuant to the Effective Time; and Collective Bargaining Agreement or applicable Law related thereto or (ii) recognize for each Continuing Employee and his because of any offers of employment or her spousesimilar status to any CBA Employees before or after the Closing or (iii) any binding findings (by settlement or otherwise) that any actions of Buyer or its Affiliates, domestic partner and dependents for purposes of applying annual deductiblebefore or after the Closing, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan resulted in which occurs the later a breach of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested Collective Bargaining Agreement or applicable Law by Parent not less than ten (10) Business Days before the Closing DateBuyer, the Company Board (Seller or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))their respective Affiliates. (e) Each In the event Seller becomes a party to an unfair labor practice charge, an arbitration or other proceeding which relates in any way to the rights of CBA Employees under the Collective Bargaining Agreement arising out of the Company and Parent Transaction, Seller shall provide to the other party copies promptly notify Buyer of any written, broad-based communications such proceeding and consult with employees of the Company or its Subsidiaries Buyer regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval same. Seller shall be required precluded, without Buyer’s specific consent, from resolving any such proceeding in the event (i) the other party has previously approved the information contained in such communication a manner that would be deemed binding upon Buyer or (ii) the information contained in such communication was previously publicly disclosedthat would be reasonably likely to cause liabilities or obligations to Buyer. (f) Nothing Should any Other Employee wish to accept an offer of employment extended by Buyer, the Other Employee must voluntarily sever his/her employment relationship with Seller before commencing employment with Buyer. Should that occur, Seller will be responsible for any obligation owed to the Other Employee pursuant to the terms of Seller’s plans and agreements, including any of Seller’s benefit plans. (g) Buyer may not offer employment to the Employee set forth on Section 7.08 of the Seller Disclosure Schedule, and, for a period ending two (2) years after the Closing Date, neither Buyer not any of its Affiliates shall hire, induce, solicit or encourage, or attempt to induce, solicit or encourage, whether directly or indirectly, the Employee set forth on Section 7.08 of the Seller Disclosure Schedule; provided that a general advertisement or other disclosure of a general search that is not targeted or directed to such individual will not violate the covenants contained in this Section 4.11 or elsewhere in this Agreement, expressed or implied, 7.08(g). (h) Seller shall be construed responsible for the payment of all wages, accrued but unused vacation, paid time off and other remuneration or compensation due to create a right in any employee all Other Employees, with respect to their services as employees of Seller through the Company or any of its Subsidiaries to employment with ParentClosing Date, including (i) the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services payment of any Continuing Employee at termination, severance or similar payments under applicable Law or pursuant to the terms of any time for no reason applicable severance plan, policy, agreement or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of ParentSeller to any Other Employees and (ii) the cost of workers’ compensation claims, both medical and disability, for any Other Employee that relate to loss events occurring on or before the Company or their respective AffiliatesClosing Date. Nothing herein Buyer shall assume and be construed responsible for all obligations, liabilities and commitments with respect to limit employment, employee benefits, and related matters with respect to all Other Employees hired by Buyer that are accrued and owing from and after the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementClosing Date.

Certain Employee Matters. (a) During the 12-month period (the "Transition Period") commencing on at the Closing DateEffective Time and ending immediately prior to the Transition Time, Parent shall, or each Hospital Employee shall cause one remain an employee of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee employer as of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee other than the annual base salary CEO) shall be leased to Purchaser from Seller or wage rate that is provided the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to such Continuing Employee participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in subject to the aggregate to those employee benefits provided to similarly situated employees terms of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)the Employee Leasing Agreement. (b) For purposes Purchaser covenants and agrees that it shall make offers of eligibility, level employment effective as of benefits and vesting and benefits accrual the Transition Time (including in substantially equivalent positions) to all of the persons who are employees of (i) Seller with respect to vacation the operation of the Hospital or paid (ii) any affiliate of Seller which employs individuals at the Hospital, (whether such employees are full time offemployees, but excluding any defined benefit part-time employees, on short-term or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible long-term disability or on leave of absence pursuant to participate, Parent shallSeller's policies, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his Family and Medical Leave Act of 1993 or her years of service with other similar local law (such laws being collectively referred to herein as the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled "FMLA")) immediately prior to the Closing Date to credit for such service under Transition Time (the "Hospital Employees"), provided, however, (A) that no Hospital Employee who is on any similar Company Plan, except disability or leave of absence at the Transition Time other than Hospital Employees on leave of absence to the extent that required pursuant to the FMLA shall become a Hired Employee unless and until such service credit would result Hospital Employee reports back to work in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation accordance with Seller's and its Subsidiariesaffiliates' practices at such time and (B) Purchaser shall not be required to make an offer of employment to the CEO. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions which individuals will remain employed by Seller or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived its applicable affiliate as of the Effective Transition Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”"Retained Management Employees"), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval beginning on the Effective Date, Seller shall not solicit management level Hospital Employees (other than the CEO) or otherwise interfere with Purchaser's attempt to employ same until the fifteenth (15th) day following the Transition Time. Any of the Hospital Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be required referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance and retirement plans) of each of the Hired Employees on and after the Transition Time are no less favorable in the event aggregate than those provided the Hospital Employees immediately prior to the Transition Time. (c) Purchaser shall give all Hired Employees full credit for accumulated sick pay and extended sick pay as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the other party has previously approved time off reflected in the information contained in such communication employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the information contained in amounts which such communication was previously publicly disclosedemployees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date. (fd) Nothing in this Section 4.11 or elsewhere in this AgreementOn and after the Transition Time, expressed or implied, Hired Employees shall be construed eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to create the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a right Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in any employee Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the Company deductible or any out-of-pocket maximum in the current fiscal year of its Subsidiaries Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. (e) Within thirty (30) days after the Hospital Employees (other than the Retained Management Employees) cease to employment with Parentbe employees of Seller and Seller's affiliates (as described in Section 4.9), the Surviving Corporation or any such persons will be entitled to a distribution of their Subsidiaries or shall interfere with or restrict in any way accounts under the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Xxxxx Healthcare Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.401(k)

Certain Employee Matters. (a) During the 12-month period commencing on the Closing Date, Parent The Company shall, at or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary terminate all Plans providing for the granting of options or wage rate) that are substantially comparable in any securities of the aggregate Company to those employee benefits provided to similarly situated employees any employee, director or consultant of Parent and the Company or any of its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Subsidiaries. (b) Subject to any written agreement among Parent, Holding, the Company and a payee executed prior to the Closing, Parent and Holding shall cause the Surviving Corporation and its subsidiaries to honor all employment and severance agreements of employees of the Company and its Subsidiaries set forth on Schedule 5.9(b). Parent and Holding acknowledge that consummation of the transactions contemplated by this Agreement will constitute a change in control of the Company (to the extent such concept is applicable) for the purpose of all the Plans. (c) Subject to any written agreement among Parent, Holding, the Company and a payee executed prior to the Closing, Parent, Holding and the Company agree that payments calculated pursuant to the Life Re Corporation Long-Term Incentive Plan (the "LTIP") and related arrangements shall be made at the Closing (by wire transfer as directed by the respective payees) in the amounts indicated and to the employees listed on Schedule 5.9(c). The Company shall cause the LTIP to be terminated at the Effective Time, subject to the making of such payments. (d) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible determining eligibility to participate, Parent shall, vesting and accrual or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years entitlement to benefits where length of service with the Company, is relevant under any employee benefit plan or arrangement of the Surviving Corporation and its subsidiaries (or of Parent, Holding and their subsidiaries, to the extent an employee of the Company or its Subsidiaries shall become eligible to participate therein), employees of the Company and its Subsidiaries immediately prior to the Effective Time ("Affected Employees") shall receive service credit for service with the Company and any of its or their predecessor entities, Subsidiaries to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service was credited under any similar employee benefit plans and arrangements of the Company Planand its Subsidiaries; provided, except however, that such service need not be credited to the extent that such service credit it would result in a duplication of benefits for the same period of service. In additionbenefits. (e) Parent, Parent Holding and their respective subsidiaries will, or the Subsidiaries of Parent (including will cause the Surviving Corporation and its Subsidiaries)subsidiaries to, as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Employees employees and that have not been satisfied or waived as of the Effective Time Closing Date under the analogous any welfare benefit plan maintained for the Continuing Affected Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time provide each Affected Employee with credit for any co-payments and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated deductibles paid prior to the Closing Date, each Continuing Employee shall be Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedDate. (f) Nothing in this Agreement (other than the first sentence of Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed 5.9(b)) is intended to create a any right in of employment for any employee of the Company person or to create any of its Subsidiaries to employment with obligation for Parent, Holding, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed subsidiaries to limit continue any Plan following the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementEffective Time.

Certain Employee Matters. (a) During the 12-month period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the Closing Datecalendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, Parent shallthe "Transition Time"), or each Hospital Employee shall cause one remain an employee of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee employer as of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) whether such employer is Seller or an annual base salary affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or wage rate that is no less favorable until such earlier time as any such Hospital Employee ceases to be an employee of such Continuing employer, each such Hospital Employee than shall be leased to Purchaser from Seller or the annual base salary or wage rate that is provided employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to such Continuing Employee participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in subject to the aggregate to those employee benefits provided to similarly situated employees terms of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)the Employee Leasing Agreement. (b) For purposes Purchaser covenants and agrees that it shall make offers of eligibility, level of benefits and vesting and benefits accrual employment (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiariessubstantially equivalent positions), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(kthe labor union agreements described on Schedule 2.13(b) plan and giving effect Section 5.15, to all of the persons who are employees of (i) Seller with respect to the service crediting provisions of Section 4.11(b)). (e) Each operation of the Company and Parent shall provide to the other party copies Hospitals or (ii) any affiliate of Seller which employs individuals at any written, broad-based communications with employees of the Company Hospitals (whether such employees are full time employees, part-time employees or its Subsidiaries regarding the impact on leave of absence) as of the Merger on such employee’s employment, compensation or benefits for Parent’s or Transition Time (the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed"Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such prior approval laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be required referred to in this Agreement as the event "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees. (c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the other party has previously approved time off reflected in the information contained in such communication employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the information contained in amounts which such communication was previously publicly disclosedemployees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date. (fd) Nothing On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this Section 4.11 or elsewhere in this Agreementsection differs from eligibility described by the collective bargaining agreement, expressed or implied, shall be construed to create a right in any employee the eligibility descriptions of the Company or any collective bargaining agreement shall prevail. (e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of its Subsidiaries Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to employment with Parent, the Surviving Corporation or any a distribution of their Subsidiaries or shall interfere with or restrict in any way accounts under the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Tenet Healthcare Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.400(x)

Certain Employee Matters. (a) During Set forth on Section 1.01(f) of the 12Sellers Disclosure Schedule is a list of all Business Employees. No later than five (5) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers (1) an updated list of Business Employees reflecting any changes from the date hereof and (2) with respect to any Business Employees who are on short-term or long-term disability leave (including any Business Employee who (x) has notified his or her manager, supervisor, or human resources in writing that he or she will be applying for short-term or long-term disability or (y) has a pending application for short-term or long-term disability) (each such individual, a “Business Employee on Leave”), the estimated monthly Employee Costs for each such Business Employee (the “Estimated Employee Costs”). No later than forty-five (45) Business Days prior to an anticipated Closing Date that has been established in good faith by the Parties (but in no event shall any Employment Offer be issued earlier than sixty (60) days following the date hereof without the mutual consent of the Parties), Purchasers or one of their subsidiaries shall make an offer of employment (an “Employment Offer”) to all Business Employees with such employment to commence as of the Closing Date; provided, and except as required under the terms of any Collective Bargaining Agreement or Applicable Law, that Purchasers’ offer of employment to any Business Employee on Leave shall be effective upon such employee properly presenting himself or herself to South Central Seller or an Acquired Company for active employment and such employee’s subsequent return from approved leave; provided, further, that (except as otherwise provided pursuant to a Collective Bargaining Agreement or Applicable Law) such leave does not extend for a period greater than one hundred eighty (180) days (counting periods both before and after the Closing Date) or such later time as may be required by applicable Law or the terms of any Collective Bargaining Agreement. Sellers and Purchasers shall work reasonably and in good faith to enter into a services agreement (the “Designated Services Agreement”) which would be effective as of the Closing, with respect to any such Business Employee on Leave as of the Closing Date that will, among other terms include the following terms: (i) Purchasers shall pre-fund all Estimated Employee Costs (as such amounts may be increased or decreased by South Central Seller during the Employee Payment Period by providing at least ten (10) days’ prior notice to Purchasers) at least five (5) Business Days prior to the first calendar day of each month period commencing (or any applicable portion thereof) with the payment for the first month (or applicable portion thereof) being due on the Closing Date until the earlier of (x) one hundred and eighty (180) days (counting periods both before and after the Closing Date) following the commencement of such Business Employee’s leave (or any later date as required by the applicable Collective Bargaining Agreement), Parent shall(y) the date on which such Business Employee commences employment with the Purchasers or one of the Acquired Companies, as applicable, and (z) the date such Business Employee has indicated that he/she will not accept an offer of employment from Purchasers (with respect to each such Business Employee, the “Employee Payment Period”). (ii) At the end of each month during the Employee Payment Period, Sellers shall calculate a rolling true-up of any adjustments to Estimated Employee Costs attributable to non-fixed variable compensation (e.g., overtime, bonus payments, reimbursable expenses, etc.). Within fifteen (15) Business Days after the end of the applicable Employee Payment Period, South Central Seller shall notify the Purchasers of the amount of the difference between the Estimated Employee Costs and actual Employee Costs. If the foregoing reconciliation notice shows either an underpayment or an overpayment between the Parties, the Party owing the payment to the other Party shall pay (or, with respect to South Central Seller in regards to any period prior to the conclusion of the Employee Payment Period, credit as an offset against the next payment owed to South Central Seller, in each case, in respect of any prior overpayment to South Central Seller) the amount of the difference to the other Party within ten (10) Business Days after the date of delivery of such notice. Purchasers agree that, effective as of the Closing Date (or with respect to Business Employees on Leave, immediately when such Business Employee returns from such leave and commences employment with the Purchaser or an Acquired Company) and continuing for one-year following the Closing Date (or the termination of the relevant Continuing Employee if sooner), Purchasers or one of their respective subsidiaries shall provide, or shall cause one of its Subsidiaries the Acquired Companies to provide, to each Business Employee who accepts an Employment Offer (including the Surviving Corporation and its Subsidiaries) toeach, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with ): (i) an annual base salary or base wage rate rate, as applicable, that is no less favorable to such Continuing Employee than the annual base salary or base wage rate that is rate, as applicable, provided to such the Continuing Employee immediately prior to the Effective TimeClosing, (ii) annual cash incentive target bonus opportunities (excluding equity-based compensation) that are, in each case, no less favorable in the aggregate than those provided to the Continuing Employee immediately prior to the Closing, and (iiiii) other employee benefits (including severance and long-term incentive opportunities but excluding annual base salary defined benefit pension, non-qualified deferred compensation, transaction bonus, retention bonus, retiree medical, welfare, or wage rateother post-termination health or welfare benefits, and any other special or non-recurring payments) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) such Continuing Employee under the Parent Company Benefit Plans in which immediately prior to the Continuing Employees are eligible to participateClosing. From and after the Closing Date, Parent Purchasers or one of their respective subsidiaries shall, or shall cause the applicable plan sponsor Acquired Companies to, credit each Continuing Employee with his or her years of service with honor the Company, any obligations set forth in the retention agreements identified on Section 7.05(a)(iii) of the Subsidiaries Sellers Disclosure Schedule in respect of the Company and any of its or applicable Continuing Employees, each in accordance with their predecessor entities, to the same extent terms as such Continuing Employee was entitled in effect immediately prior to the Closing Date to credit for such service under any similar Company PlanDate, except in each case, to the extent such obligations are consistent with the obligations contained in the Form of Retention Agreement set forth on Exhibit H attached hereto, and with respect to monetary obligations, to the extent such obligations are included in the calculation of Net Working Capital Amount, Company Transaction Expenses or Indebtedness Amount. Nothing in this Section 7.05 shall be considered or deemed to establish, amend or modify any Benefit Plan or to confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties to this Agreement. Notwithstanding anything to the contrary contained in this Section 7.05, with respect to any Business Employee covered by a Collective Bargaining Agreement (A) who is on short-term or long-term disability leave as of the Closing Date, but who is expected to return to work within one hundred and eighty (180) days (counting periods before and after the Closing Date), Sellers and Purchasers shall, following mutual agreement as between Sellers and the applicable union counterparties under the Collective Bargaining Agreements, work together, reasonably and in good faith following the date of this Agreement until Closing to obtain consent from the applicable labor union, trade union or labor organization for such Business Employee to remain employed by South Central Seller or its applicable W-2 employing Affiliate after Closing until such time as such Business Employee is hired by Purchaser or an Acquired Company in accordance with this Section 7.05(a); and (B) who has qualified for long-term disability as of the Closing Date (or any time after the Closing Date if such Business Employee was on short-term or long-term disability leave as of the Closing Date), Sellers and Purchasers shall work together, reasonably and in good faith following the date of this Agreement until Closing to obtain consent from the applicable labor union, trade union or labor organization for such Business Employee to remain employed by South Central Seller or its applicable W-2 employing Affiliate after Closing, but to have Purchasers be responsible for, and pre-fund all Employee Costs (including, without limitation long term disability insurance) at least five (5) Business Days prior to the first calendar day of each month (or any applicable portion thereof) with the payment for the first month (or applicable portion thereof) being due on the Closing Date (or such date when such employee qualifies for long term disability), in each case subject to a Designated Services Agreement. For the avoidance of doubt, following the Closing, South Central Seller’s obligations to Purchasers in respect of Business Employees on Leave shall be solely as set forth in the Designated Services Agreement. No Seller shall be required to take any action to the extent not permissible by the Collective Bargaining Agreements and/or to the extent not consented to by the applicable union counterparties to the Collective Bargaining Agreements. Each Purchaser acknowledges that, subject to Sellers’ compliance with the express terms of this Section 7.05, no representation, warranty or covenant of any Seller contained herein shall be breached or deemed inaccurate, and no condition hereunder shall be deemed not satisfied, as a result of (x) the failure to consummate any of the Designated Employment Matters or (y) any lawsuit, Actions or Proceedings, or termination or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Designated Employment Matters, in each case, in and of itself. (b) Purchasers shall recognize the years of service for each Continuing Employee with the Acquired Companies and their respective predecessors before the Closing Date for all purposes; provided, however, that such service credit will not be recognized to the extent (x) that such recognition would result in a duplication of benefits for or (y) such service was not recognized under the same period of servicecorresponding Company Benefit Plan immediately prior to the Closing Date. In addition, Parent and without limiting the generality of the foregoing, Purchasers shall use, or the Subsidiaries shall direct any of Parent (including the Surviving Corporation and its Subsidiaries)applicable subsidiaries to use, as applicable, shall commercially reasonable efforts to cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive each Continuing Employee to be immediately eligible to participate, without any waiting time, in the Benefit Plans of Purchasers to the same extent no waiting period was applicable under the corresponding Company Benefit Plan immediately prior to the Closing Date, (ii) all limitations as to preexisting conditions, pre-existing condition exclusions and waiting periods actively-at-work requirements of such Benefit Plan of Purchasers to be waived for such employee and his or her covered dependents to the same extent waived under the corresponding Company Benefit Plan immediately prior to the Closing Date, and (iii) any eligible expenses incurred by such employee and his or her covered dependents to be taken into account under any Benefit Plans of Purchaser 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 plan year which includes the Closing Date to the same extent as under the corresponding Company Benefit Plan immediately prior to the Closing Date. (c) Promptly following the date hereof and in any event prior to the Closing Date, Purchasers shall take, or cause to be taken, any actions required under or with respect to participation any Collective Bargaining Agreement covering any Continuing Employee (collectively, the “Continuing Union Employees”) to (i) recognize each applicable labor union as the representative for the applicable Continuing Union Employees, and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already (ii) assume such Collective Bargaining Agreements and abide by the terms and conditions of such Collective Bargaining Agreements while they remain in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure LetterUnion Employees. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed treated as an amendment of, or undertaking to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Planamend, any Company Benefit Plan or any other employee benefit plan, program, agreement or arrangement. Notwithstanding any provision in The provisions of this Agreement to Section 7.05 are solely for the contrarybenefit of the Parties, and nothing in this Section 4.11 7.05, express or implied, shall create confer upon any third party rightscurrent or former director, officer, employee or natural person service provider of the Acquired Companies or legal representative or beneficiary thereof, or any other Person, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits or remedies of any nature whatsoever in any employee of the Company or kind whatsoever, under this Agreement or any of its Subsidiaries (rights or remedies under any beneficiaries Benefit Plan that such employee, representative, beneficiary or dependents thereof) or any other Person would not otherwise have under the terms of that is not a party to this AgreementBenefit Plan.

Certain Employee Matters. (a) During the 12-month period commencing on the Closing Date, Parent shallPurchaser and/or HHC Pennsylvania shall make offers of employment to all, or shall cause one substantially all, of its Subsidiaries (including the Surviving Corporation employees of Seller and its Subsidiaries) to, provide each employee Affiliates employed in connection with the operation of the Company or any Subsidiary Hospital. Any of the Company such employees who continues accepts an offer of employment with Parent Purchaser and/or HHC Pennsylvania as of or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a shall be referred to in this Agreement as the “Continuing EmployeeHired Employees.”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes Purchaser shall be responsible to provide continuation coverage pursuant to the requirements of eligibility, level Code Section 4980B and Treasury regulations thereunder and Part 6 of benefits Title I of ERISA (“COBRA Coverage”) to any qualified beneficiaries under any Plan required to provide COBRA Coverage. Purchaser and/or HHC Pennsylvania shall be responsible in accordance with the requirements of Code Section 4980B and vesting Treasury regulations thereunder and benefits accrual (including Article 6 of Title I of ERISA to provide COBRA Coverage with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company Hired Employees (and any of its their dependents) whose qualifying event occurs on or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and after the date on which the Continuing Employee begins participation in such Parent PlanHospital’s employees become Hired Employees and who become qualified beneficiaries of a Purchaser health plan subject to COBRA Coverage. (c) Pxxxxx agrees To the extent consistent with any lawful agreement between Seller and a Hired Employee entered into before the Closing Date in connection with a participant loan to take the actions set forth on Section 4.11(cHired Employee under Seller’s 403(b) Program and not inconsistent with any lawful action of the Company Disclosure LetterHired Employee taken before or after the Closing Date, Purchaser or HHC Pennsylvania, as the case may be, shall withhold from the wages of any Hired Employee after the Closing Date the periodic repayments required under the terms of any participant loan received by such employee from his or her 403(b) Account, until such loan is repaid or the Hired Employee’s service with Purchaser or HHC Pennsylvania, as the case may be, is terminated. (d) If requested Neither Seller, Purchaser, HHC Pennsylvania nor any of their Affiliates shall permit any new participant loan to be received by Parent not less than ten (10a Hired Employee from his or her 403(b) Business Days before Account after the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Buyer presently intends that all employees of the 12-month Company immediately prior to the Closing shall continue in their current positions immediately after the Closing; provided, however, that this Section shall not be deemed to create any obligation on the part of Buyer to continue the employment of any such employee for any period commencing on following the Closing Date, Parent shall, . Nothing in this Section or otherwise in this Agreement shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each confer upon any employee of the Company any individual rights or remedies as a third party beneficiary or otherwise, including any Subsidiary right to employment, or continued employment for any specified period, of any nature whatsoever under or by reason of the Company who continues Agreement. (b) As set forth in Section 7.2 hereof, except for compensation and benefits accrued in the ordinary course of business consistent with past practice, Bxxxx shall be responsible to indemnify and hold Buyer harmless from and against, and pay or reimburse the Buyer for, any employment related liabilities or obligations with Parent or any of its Subsidiaries (including respect to the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately period prior to the Effective Time, upon the terms and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, subject to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result conditions set forth in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanArticle 7 hereof. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of Each Company employee who continues their employment with the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before and Buyer immediately after the Closing Date, shall receive credit for service with the Company Board (or the appropriate committee thereof) shall adopt resolutions for vesting and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s eligibility purposes under Buyer's 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company extent permitted by Buyer's 401(k) Planplan. If the Company 401(k) Plan is terminated Effective immediately prior to the Closing DateClosing, each Continuing Employee the Company shall be eligible to participate fully vest all accounts of such employees in Parent’s its 401(k) plan on the Closing Date (subject to in accordance with the terms of Parent’s that plan. In addition, effective immediately prior to the Closing, the Company shall terminate its 401(k) plan and giving effect and, upon the Closing, Buyer agrees to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on accept each such employee’s employment, compensation or benefits for Parent’s or 's account balance in the Company’s prior approval, 's 401(k) plan as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (ia plan-to-plan transfer into Buyer's 401(k) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedplan. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During the 12-month period commencing on On or immediately after the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee Purchaser agrees to offer employment to all of the Company or any Subsidiary Selling Companies' senior employees identified on Schedule 3.8 (collectively, "Senior Management Employees"). The Purchaser agrees on behalf (a) the amount due such person pursuant to the "Change in Control" provisions of his employment agreement as set forth on Schedule 3.8(a) ("Change in Control Payment") less applicable withholding and payroll taxes as determined by the Shareholder, which latter amount shall be paid to the Company who continues employment for deposit by it with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable applicable taxing authorities. All such payments to be made directly to such Continuing Employee than persons shall be conditioned at the annual base salary Shareholder's or wage rate that is provided to Purchaser's request upon the delivery of a release by such Continuing Employee immediately prior persons to the Effective TimeShareholder, the Selling Companies and (ii) employee benefits (including severance the Purchaser in form and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable substance reasonably satisfactory to them, failing which such Change in Control Payment shall be paid instead to the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Shareholder. (b) For purposes The Purchaser shall offer continued employment to at least ninety (90%) per cent of eligibilityall of the employees of the Selling Companies including the Senior Management Employees employed on the Closing Date. The Purchaser shall pay to the Shareholder on the Payment Adjustment Date the aggregate amount of severance due employees who are not offered employment by the Purchaser calculated in accordance with the Selling Companies' severance policy as set forth in Schedule 3.8(b). (c) If and to the extent permitted by the terms of its employee benefit plans, level the Purchaser shall offer to all of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees Selling Companies' employees that are eligible to participate, Parent shall, or shall cause the applicable plan sponsor tohired by it, credit each Continuing Employee with his or her for their years of service with the Company, any of the Subsidiaries of the Company Selling Companies for eligibility and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time vesting purposes under the analogous welfare Purchaser's employee benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letterplans. (d) If requested The Shareholder shall cause the Selling Companies to give all appropriate notices to its employees by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as reason of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of their employment by the Company 401(k) PlanCompanies which are required under Federal, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, state or local law including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))notices under COBRA. (e) Each of The Selling Companies shall pay at Closing all bonuses due their employees through the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosedClosing Date. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Seller and the 12-month period commencing on Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, Parent shallcease being "participating employers" and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law ("COBRA") to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) For a period of one (1) year following the Closing Date, Buyer shall provide or cause one of its Subsidiaries to be provided to Acquired Company Employees (including the Surviving Corporation other than Randall Talbot, Roger Harbix xxx xxxxx xxspexxxxx xxxxxement direct reports) who remain employees with Buyer and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate compensation that is no less favorable comparable in the aggregate (without regard to such Continuing Employee than the annual base salary any equity or wage rate equity-based compensation) to that is provided to them immediately prior to Closing , provided that equity or equity-based compensation provided to such Continuing Employee Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Effective Time, Closing and (ii) employee benefits (including severance and long-term incentive opportunities benefits but excluding annual base salary or wage rateretiree health and life benefits) that are substantially comparable in the aggregate to those employee benefits that provided to similarly situated employees them immediately prior to Closing. (c) Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate ("Buyer's Retirement Plan"). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code ("Seller's Retirement Plan") shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller's Retirement Plans and Buyer's Retirement Plans, any notes representing participant loans, from Seller's Retirement Plans into Buyer's Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan ("Seller's Retiree Plans") whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate ("Buyer's Group Welfare Plans"). (e) For purposes of determining eligibility to participate and vesting (and for benefit accrual purposes in the case of vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibilitysubsidiaries, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are extent an Acquired Company Employee shall become eligible to participateparticipate therein), Parent shall, or Acquired Company Employees shall cause the applicable plan sponsor to, receive service credit each Continuing Employee with his or her years of for service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, Subsidiaries to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service was credited under any similar Company Planemployee benefit plans and arrangements of Seller and its Subsidiaries; provided, except however, that such service need not be credited to the extent that such service credit it would result in a duplication of benefits for benefits. (f) Parent, Buyer, the same period of service. In addition, Parent or the Acquired Companies and their respective Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Employees employees and that have not been satisfied or waived as of the Effective Time Closing Date under the analogous any welfare benefit plan maintained for the Continuing Acquired Company Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time provide each Acquired Company Employee with credit for any co-payments and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated deductibles paid prior to the Closing Date, each Continuing Employee shall be Date in respect of the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for such year that such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Date. (eg) Each No provision of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 4.6 shall create any third party rightsbeneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, benefits Parent or remedies their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any nature whatsoever in benefits that may be provided, directly or indirectly, under any employee of the Company Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its Subsidiaries sole discretion (subject to Buyer's obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer's offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any beneficiaries liability, obligation or dependents thereof) commitment of Seller, GAC or any other Person Subsidiary of Seller or GAC that is not relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a party to result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, severance or similar benefits that may be payable, if any, to Bank Channel Employees in respect of their termination of employment with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or any Acquired Company shall have any liability therefor.

Certain Employee Matters. (a) During the 12-month period (the "Transition Period") commencing on at the Closing Effective Time and ending immediately prior to January 1, 2000 (such date being the "Transition Date"), Parent shall, or each Hospital Employee (as defined in paragraph (b) of this Section 5.3) shall cause one remain an employee of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee employer as of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) whether such employer is Seller, one of the Subsidiaries or an annual base salary affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business. During the Transition Period, or wage rate that is no less favorable until such earlier time as any such Hospital Employee ceases to be an employee of such Continuing employer, each such Hospital Employee than shall be leased to Purchaser from Seller or the annual base salary employing Subsidiary or wage rate that is provided affiliate, on substantially the terms and conditions as are set forth in the Employee Leasing Agreements. During the Transition Period, each leased Hospital Employee shall continue to such Continuing Employee participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in subject to the aggregate to those employee benefits provided to similarly situated employees terms of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)the Employee Leasing Agreements. (b) For purposes Purchaser covenants and agrees that it shall make offers of eligibility, level employment effective as of benefits and vesting and benefits accrual the Transition Date (including in substantially equivalent positions) to all of the persons who are employees of (i) the Subsidiaries with respect to vacation the operation of the Hospitals or paid (ii) any affiliate of Seller which employs individuals at any of the Hospitals as of the Transition Time (whether such employees are full time offemployees, part-time employees, on short-term disability or on leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any those employees who have been granted long-term disability benefits as of the Subsidiaries Closing) (the "Hospitals' Employees"). Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospital Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Company Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to herein as the "Hired Employees." Purchaser covenants and agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller or any of its or their predecessor entities, to affiliates under WARN. Purchaser shall ensure that the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication terms and conditions of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent employment (including the Surviving Corporation level of compensation and its Subsidiaries)benefits, as applicable, shall cause each Parent Plan that is including without limitation health insurance plans containing a welfare benefit plan, within the meaning waiver of Section 3(1pre-existing conditions clause) of ERISA to: (i) waive all limitations as each of the Hired Employees on and after the Transition Date are substantially equivalent to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing provided the Hospitals' Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanDate. (c) Pxxxxx agrees to take Purchaser shall give all Hired Employees full credit for accumulated sick pay as reflected by the actions set forth on Section 4.11(c) Sick Pay Amount and for all of the Company Disclosure Letter. accrued vacation and holiday pay of such employees, either by (di) If requested by Parent not less than ten (10) Business Days before crediting such employees the Closing Date, accrued time off reflected in the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective employment records of Seller as of the day immediately prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Transition Date and or (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the by making full account balance distributed payments to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company amounts which such employees would have received had they taken their accrued or its Subsidiaries regarding the impact of the Merger on such employee’s employmentaccumulated holiday or vacation time, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no payment to such prior approval employees shall be required with respect to accumulated sick time except to the extent required by Seller's policies with respect to accumulated sick time. (d) On and after the Transition Date, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with the Subsidiaries and Seller's affiliates, as applicable, on or prior to the Transition Date for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents unless such preexisting condition limitations were applicable prior to the Transition Date. In addition, if prior to the Transition Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's (or its affiliate's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the event current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and following the Transition Date. (e) Within two (2) years after Closing, Purchaser's Plan shall (i) be amended to provide for a plan-to-plan transfer from Seller's (or its affiliate's) plan with respect to the Hospitals' Employees (other party has previously approved than the information contained in such communication or Retained Management Employees) that is qualified under Section 401(a) and 401(k) of the Code, (ii) accept a transfer of assets from the information contained above plan, (iii) file any required returns relating to the transfer with the Internal Revenue Service, and (iv) be amended to provide protected withdrawal and distribution rights relating to the transferred assets in such communication was previously publicly disclosed. (faccordance with Section 411(d)(6) Nothing in this Section 4.11 or elsewhere in of the Code. For purposes of this Agreement, expressed or implied, "Purchaser's Plan" shall be construed to create mean a right in any employee retirement plan qualified under Section 401(a) of the Company Code that is sponsored by Purchaser or any one of its Subsidiaries to employment with Parentcontrolled group or affiliated service group members, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict as defined in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee 414 of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementCode.

Certain Employee Matters. Parent shall, or shall cause one of its Affiliates to, offer to employ all of the Employees and, effective as of the Closing Date, employ all Employees who accept such offers. Each such offer of employment by Parent or its designated Affiliate shall be for a position: (ai) During that is consistent with the 12-month period commencing on nature of such individual's position as an Employee, (ii) with a salary or other current cash compensation at a level comparable to what the individual received as an Employee immediately prior to Closing, and (iii) with benefits comparable to other employees of Parent and its Affiliates (not including Planco, Incorporated) with similar duties. Fortis shall not, directly or indirectly, take any action designed or intended to influence an individual's decision to accept such offer. Each Employee who accepts such an offer by Parent or its designated Affiliate shall be referred to as a "Buyer Employee." If Parent or its designated Affiliate terminates any Buyer Employee's employment without Cause within twelve months after the Closing Date, Parent shall, or shall cause its designated Affiliate to, pay to such Buyer Employee at least the amount of severance pay and additional benefits described on SCHEDULE 5.11 and, for such purpose, giving each Buyer Employee credit for such Buyer Employee's prior service with the Seller Parties or any Affiliate thereof (including any amount of service credit given to a Buyer Employee by the Seller Parties or their Affiliates for periods of time prior to such Buyer Employee's becoming employed by the Seller Parties or their Affiliates). Any Employee (including any individual employed by Fortis Advisers or Fortis Investors) who does not accept such offer of employment by Parent or its designated Affiliate shall either, in the discretion of Fortis, remain an employee of the Seller Parties or one of their Affiliates, or be severed from employment with the Seller Parties and their Affiliates, and in each instance the Seller Parties shall be responsible for all costs associated with such continued employment. Notwithstanding the foregoing, in the event that Parent or one of its Subsidiaries (including Affiliates, within twelve months after the Surviving Corporation and its Subsidiaries) toClosing Date, provide each employee of the Company or any Subsidiary of the Company hires an Employee who continues is severed from employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, Seller Parties and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable their Affiliates as described in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participateimmediately preceding sentence, Parent shall, or shall cause one of its Affiliates to, reimburse the applicable plan sponsor to, credit each Continuing Employee with his Seller Party or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits Affiliate for the same period amount of service. In addition, Parent cash severance pay actually paid by such Seller Party or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect Affiliate to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under in connection with such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Planseverance. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During Purchaser intends to ------------------------ offer employment in comparable positions to all of the 12-month period commencing on employees working at the Hospitals as of the Closing Date. All such employees who accept Purchaser's offer of employment shall be referred to herein as the "Hired Employees." Also prior to Closing, Parent shallPurchaser will notify Sellers of any employees to whom Purchaser does not intend to offer employment. In any event, or shall cause one Purchaser agrees to make a sufficient number of its Subsidiaries (including offers of employment such that Sellers' termination of employees under the Surviving Corporation Asset Purchase Agreement prior to Closing and its Subsidiaries) to, provide each employee any employees not hired under this Agreement will not constitute a violation of the Company or WARN Act. Except as otherwise provided for in this Agreement, Purchaser shall be responsible for all costs and liabilities attendant to the termination of any Subsidiary employees of the Company who continues employment with Parent Hospitals at or any of its Subsidiaries (including following the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)Closing. (b) For purposes Purchaser shall give all Hired Employees full credit for all of eligibilitythe accrued vacation, level holiday and sick pay of such employees, either by allowing such employees the accrued time off reflected in the employment records of the Seller or by making full payments to such employees of the amounts which such employees would have received had they taken their accrued or accumulated holiday or vacation time. Purchaser shall not be obligated to pay any Hired Employee for accrued sick time upon the termination, whether voluntary or involuntary, of such Hired Employee. (c) Purchaser shall offer health insurance benefits to all Hired Employees and vesting their dependents (except those persons not having health insurance benefits with the Seller immediately prior to the Closing), effective simultaneously with the Closing, and shall be responsible for all employee health claims resulting from occurrences beginning before, on or after the Closing Date without regard to whether a Hired Employee is actively at work on said date, except those Hired Employees who are hospitalized on the Closing Date who will remain the responsibility of Seller until they are discharged from the hospital. Notwithstanding the foregoing sentence, in no event shall Seller be liable after Closing to Hired Employees or dependents who are in a hospital receiving healthcare services on the Closing Date for continuation of healthcare benefits accrual (including beyond the period required pursuant to the healthcare continuation provisions of Section 4980B of the Code and of Sections 601 through 609 of ERISA. Any amounts which have been applied toward satisfaction of the calendar year 1996 deductible on behalf of any Hired Employee under any insured employee welfare benefit plan of Seller shall be deemed to be so applied toward satisfaction of the calendar year 1996 deductible under the applicable insured employee welfare benefit plan of the Purchaser. Any amounts which have accumulated towards any Hired Employee's satisfaction of a limitation on benefit payments or coverage under any employee welfare benefit plan of Seller shall be applied toward any such limitation under the applicable insured welfare benefit plan of Purchaser, and Purchaser shall cause its employee welfare benefit plans to waive any limitations for pre-existing conditions with respect to vacation conditions affecting any Hired Employees as of the date of hire by Purchaser other than conditions affecting such Hired Employees which were excluded with respect to such Hired Employees as pre-existing conditions under the employee welfare benefit plan of Seller. Purchaser shall take into account all service with Seller or paid time offany affiliate or division of Seller for purposes of determining whether an employee has satisfied the service requirements for eligibility, but excluding any defined benefit or retiree medical plansparticipation and all other purposes (including without limitation vesting of benefits) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any all of the Subsidiaries employee welfare benefit plans of the Company and any of its Purchaser (whether or their predecessor entitiesnot insured). (d) Except as otherwise provided for in this Agreement, Hired Employees will be offered employee benefits to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any employees occupying similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods positions with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect similar experience with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanPurchaser. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During As of the 12Effective Date, Sellers and Purchasers shall have caused the transfer of employment to Purchasers of all Hospital and Hospital-month based employees of the Sellers and the Sellers’ affiliates, and certain agreed-upon employees of the Sellers or affiliates of the Sellers whose primary responsibilities are to support the Hospitals, the River Forest Facilities, the Related Businesses and/or other Facilities, subject to such each such employee's acceptance of such employment, for an initial employment period commencing of at least sixty (60) days after Closing (the “Transition Period”). All such employment arrangements will be upon substantially the same terms and conditions with respect to base salaries or wages, job duties, titles and responsibilities provided by the Sellers or affiliates of the Sellers before Closing (subject to employee background checks to the extent required by law and applicable collective bargaining agreements). All employees who accept an offer of employment by the Purchasers shall be referred to collectively in this Agreement as the “Hired Employees.” The Purchasers do not expect to offer employment on the Closing DateEffective Date to those employees of the Hospitals or other Sellers who as of such date are on short-term disability, Parent shalluntil they return to work, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and employees on long-term incentive opportunities but excluding annual base salary disability. The Purchasers and the Sellers acknowledge those employees of the Sellers or wage rate) that are substantially comparable the Sellers’ affiliates working at the Facilities specified on Schedule 7.3 may be retained by such affiliates (the “Retained Employees”). After the Transition Period, the Purchasers shall continue to employ the Hired Employees as it reasonably deems necessary and appropriate to support the operations of the Facilities. The Purchasers will give all Hired Employees credit for their Accrued Paid Time Off and for their years of service with the Sellers for purposes of determining eligibility to participate and vesting percentages in the aggregate Purchasers’ employee pension benefit plans. If the Purchasers terminate any of the Hired Employees following the Transition Period but before one hundred twenty (120) days after Closing, the Purchasers will provide severance to those employee benefits all such terminated employees at least the same extent as would be provided to similarly situated employees of Parent and its Subsidiaries (including under the Sellers’ current severance and long-term incentive opportunities but excluding annual base salary or wage ratepractice, as set forth in Schedule 7.3(a). (b) For On and after the Effective Date, the Hired Employees shall be eligible for a health plan sponsored by the Purchasers or their affiliates. The Hired Employees shall be given credit for periods of employment with the Sellers or the Sellers’ affiliates prior to the Effective Date for purposes of eligibility, level determining eligibility to participate and amount of benefits and vesting and benefits accrual (including without limitation vesting of benefits), and preexisting condition limitations will be waived with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Hired Employees are eligible to participate, Parent shall, or shall cause the and their covered dependents unless such preexisting condition limitations were applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of serviceEffective Date. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately if prior to the Effective Time; and (ii) recognize for each Continuing Date a Hired Employee and or his covered dependents paid any amounts towards a deductible or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under maximum in the Sellers’ or the Sellers’ affiliates’ medical and health plan’s current fiscal year, such Parent Plan any deductible, co-payment and amounts shall be applied toward satisfaction of the deductible or out-of-pocket expenses paid by maximum in the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan current fiscal year of such the Purchasers’ or the Purchasers’ affiliates’ medical and health plan in which occurs that covers the later of Hired Employees on and after the Effective Time and the date on which the Continuing Employee begins participation in such Parent PlanDate. (c) Pxxxxx agrees The Purchasers shall be responsible to take provide continuation coverage pursuant to the actions set forth on Section 4.11(c) requirements of section 4980B of the Company Disclosure LetterInternal Revenue Code of 1986, as amended, and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA coverage) with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on or after the Effective Date or later date (with respect to employees on disability) on which such employees become Hired Employees. (d) If requested by Parent not less than ten (10) Business Days before After the Closing Date, the Company Board (or Purchasers’ human resources department will give reasonable assistance to the appropriate committee thereof) shall adopt resolutions Sellers’ and take such corporate action as is necessary their affiliates’ human resources department with respect to terminate the Company’s 401(k) plan (Sellers’ and the “Company 401(k) Plan”), effective as Sellers’ affiliates’ post-Closing administration of the day prior to Sellers’ and the Sellers’ affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Hired Employees. Within ten (10) days after the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent Purchasers shall provide to the other party copies Sellers a list of any written, broad-based communications with all the employees of who were offered employment by the Company or its Subsidiaries regarding the impact of the Merger on Purchasers but refused such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement anything to the contrary, nothing in the provisions of this Section 4.11 7.3 shall not create any third party rightslegal or other rights or interests in the Sellers, benefits or remedies of any nature whatsoever in any employee of the Company Sellers’ affiliates or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a third-party to this Agreementbeneficiaries.

Certain Employee Matters. (a) During Effective as of the 12-month Effective Date and for a period commencing on the Closing Dateof one (1) year thereafter, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its SubsidiariesSubsidiaries shall provide benefit plans to the Continuing Employees that are no less favorable in the aggregate with respect to the Continuing Employees in the aggregate than the benefit plans provided to them on the Agreement Date and which are listed on Schedule 2.13(a) to, provide each employee of to the Company Disclosure Schedule; provided that (i) for this purpose, benefit plans do not include any equity plans or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) grants made after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective TimeDate, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are any substitution of a benefit plan maintained for other, substantially comparable employees of the Acquiror or its affiliates in the aggregate same country in lieu of a plan providing the same or similar type of benefits maintained for the Continuing Employees as of the Agreement Date shall be deemed not to those employee be a breach of this provision. With respect to all benefits provided to similarly situated employees of Parent Company Continuing Employees following the Effective Date, Surviving Corporation and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect shall provide credit to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of such employees for prior service with the Company, any of the Subsidiaries of the Company and any its Subsidiaries for purposes of its or their predecessor entities, eligibility to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to participate and vesting of benefits. To the extent that such service credit would result in a duplication of benefits for the same period of service. In additionany Company Employee Plan shall be substituted, Parent replaced or terminated by Acquiror or the Subsidiaries of Parent (including Surviving Corporation following the Effective Time, then Acquiror shall use its reasonable commercial efforts to cause Acquiror, the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: Subsidiaries to (i) waive all limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect applicable to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately under any welfare plan in which such employees are eligible to participate after the Effective Time, to the extent that such conditions, exclusions and waiting periods would not apply under a similar Company Employee Plan in which such employees participated prior to the Effective Time; , and (ii) recognize for provide each Continuing Employee and his or her spouse, domestic partner and dependents with credit for amounts paid under a corresponding Company Employee Plan during the same plan year for purposes of applying annual deductibledeductibles, co-payment payments and out-of-pocket maximums under as though such Parent Plan any deductible, co-payment amounts had been paid in accordance with the terms and out-of-pocket expenses paid by conditions of the comparable employee benefit plan in which such Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during Employees participate but solely with respect to the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan.Closing Date occurs (cb) Pxxxxx agrees to take the actions set forth on Section 4.11(cWithin three (3) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before business days from the Closing Date, Acquiror shall provide each Retention and Incentive Plan Participant with a letter (the "RETENTION AND INCENTIVE PLAN LETTER") notifying such Retention and Incentive Plan Participant of his or her interest in the Retention and Incentive Plan and the amounts payable under such Retention and Incentive Plan (which amounts shall equal the amounts previously agreed by the Company Board (or and Acquiror). Each Retention and Incentive Plan Letter for each Retention and Incentive Plan Participant shall be in the appropriate committee thereof) shall adopt resolutions amount agreed by Acquiror and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent . For the purpose of this section "business day" shall mean a day on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who commercial banks are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, open for business in the form of cash, in an amount equal to applicable jurisdiction where the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) relevant Retention and Incentive Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Participants are employed. (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Certain Employee Matters. (a) During the 12-month period commencing on The Purchaser and GDS shall indemnify, defend and hold CD&L and Seller harmless from any and all liabilities due or which may become due to, or in respect of, any Seller Employee, (except for liabilities under ERISA at the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its SubsidiariesDate which arise from CD&L's 401(k) plan) whether arising prior to, provide each employee of the Company at or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary Closing, including but not limited to any liability arising from or wage rate that is no less favorable related to such Continuing his termination of employment by Seller or Purchaser of any Seller Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable and/or any reduction in the aggregate to those employee benefits provided to similarly situated employees compensation, benefits, terms or conditions of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate)his employment. (b) For purposes of eligibilityFrom and after the Closing, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Purchaser shall credit Seller Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of for all service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately Affiliates prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductibleeligibility and vesting under all employee benefit plans, co-payment programs, policies, and out-of-pocket maximums under such Parent Plan fringe benefits of the Purchaser in which they become participants on or after the Closing. With respect to any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his medical or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such dental benefit plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of Seller Employees participate after the Closing. In the event that Parent requests that the Company 401(k) Plan , Purchaser shall waive or cause to be terminatedwaived any waiting periods, pre-existing condition exclusions and actively-at-work requirements (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval waiver shall apply to a pre-existing condition of any Seller Employee who was, as of the Closing, excluded from participation in the Seller's medical and/or dental plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Closing by a Seller Employee or a Seller Employee's covered dependent shall be required taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Purchaser. (c) As of the Closing, all Seller Employees shall cease active participation in the event all employee benefit plans and arrangements of Seller or its Affiliates. (i) Effective upon the other party has previously approved Closing, the information contained Purchaser shall be solely responsible and liable for providing "COBRA" coverage to all Seller Employees and their qualifying beneficiaries who experience a "qualifying event" on or after the Closing and for providing (or continuing to provide) COBRA coverage with respect to any former employee of the Seller and their qualifying beneficiaries who experience or experienced a "qualifying event" before, on or after the Closing. For purposes of this paragraph, COBRA coverage refers to continued health coverage in accordance with the provisions of Section 4980B of the Code and Section 601 et. seq. of ERISA and the term "qualifying event" shall have the meaning given such communication or term under such Sections. (ii) If the information contained Purchaser is unable to cause the Seller Employees to have COBRA coverage on reasonable financial terms, such Seller Employees shall remain on the Seller's plan if (x) the Seller's plan so permits and (y) the Purchaser pays to CD&L the full cost of having any Seller Employee on Seller's plan prior to such Seller Employee being put on Seller's plan. The Purchaser and GDS shall indemnify, defend and hold CD&L and the Seller harmless from any and all liabilities due or that may become due to, or in respect of, any Seller Employee in connection with COBRA. (e) Without limitation of any other provision of this Agreement: (i) Purchaser assumes liability for any earned and unused vacation time of each Seller Employee accrued as of the Closing, and shall pay such communication was previously publicly disclosedaccrued unused vacation pay or provide such accrued unused vacation days following the Closing on the same terms as were in effect under Seller's vacation policy with respect to such Seller Employees prior to the Closing; and (ii) Purchaser assumes liability for any and all disability benefits payable on or after the Closing with respect to any former employee of Seller who terminated employment prior to the Closing (as set forth on Schedule 5.2(e) which may be updated at the Closing). (f) Nothing The Purchaser agrees to assume the employment agreements between the Seller and Xxxx XxXxxxx and Xxxxxxx Xxxxxxx, (copies of which are set forth in this Section 4.11 Schedule 5.2(f))and to indemnify, defend, and hold Seller and CD&L harmless with respect to any claims by such individuals (including but not limited to claims under any employment contract) and to indemnify, defend and hold harmless CD&L and the Seller for any liabilities due to or elsewhere incurred in this Agreement, expressed or implied, shall be construed to create a right in any employee favor of the Company Seller Employees or any of its Subsidiaries to employment with Parentsuch individuals from events occurring prior to, on or after the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this AgreementClosing.

Certain Employee Matters. (a) During The Surviving Corporation, in its sole discretion, shall either continue the 12-month period commencing on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each current employee benefits of the Company and its subsidiaries or any Subsidiary shall provide the employees of the Company who continues employment with Parent or any of and its Subsidiaries subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (each, a “Continuing "Company Employee”") with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries Purchaser (including severance and longwith similar situations to be determined in light of the Company Employee's new post-term incentive opportunities but excluding annual base salary Merger responsibilities). In furtherance of the foregoing, Purchaser agrees either to maintain existing Company employee benefits or wage rate)arrange for the Company Employees to become participants in Purchaser's existing employee benefit plans after the Effective Time. (b) For purposes of eligibilityWith respect to the benefits provided pursuant to this Section 6.04, level of benefits (i) service accrued by Company Employees during employment with the Company and vesting and benefits accrual its subsidiaries (including any predecessor entity) prior to the Effective Time shall be recognized for all purposes, except for benefit accruals with respect to vacation or paid time off, but excluding any defined benefit or retiree medical pension plans, (ii) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except all pre-existing condition limitations (to the extent that such service credit would result in limitations did not apply to a duplication of benefits for pre-existing condition under the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation applicable Company Benefit Plan) and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and eligibility waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect under any group health plan shall be waived with respect to such Continuing Company Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; their eligible dependents, and (iiiii) recognize Company Employees shall be given credit for each Continuing Employee and his or her spouse, domestic partner and dependents amounts paid under a Company Benefit Plan during the applicable period for purposes of applying annual deductibledeductibles, co-payment payments and out-of-pocket maximums under as though such Parent Plan any deductible, co-payment amounts had been paid in accordance with the terms and out-of-pocket expenses paid by conditions of the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan employee welfare plans in which occurs the later of the Effective Time and the date on which the Continuing any Company Employee begins participation in such Parent Planbecomes entitled to participate. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Within 10 Business Days before prior to the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary will use commercially reasonable efforts to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective provide to Purchaser in writing a list of all former Employees eligible as of such date for continuation coverage under any Benefit Plan pursuant to COBRA. (d) Notwithstanding anything herein to the day contrary, upon written request of Purchaser delivered to the Company at least thirty days prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated use commercially reasonable efforts to terminate or amend the Ramsay Youth Services Deferred Compensation and Retirement Plan (the form and substance of which shall be subject to reasonable prior review and comment by Parent"401K Plan") not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated date prior to the Closing Date. In connection with any termination of the 401K Plan, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject Company shall, to the terms of Parent’s 401(k) extent legally required, fully vest all employees in their account balances in the Plan and the Purchaser shall permit each Employee to rollover his or her accrued benefit under the 401K Plan, including any promissory notes attributable to loans under the 401K Plan, to a qualified retirement plan and giving effect maintained by Purchaser, to the service crediting provisions of Section 4.11(b))extent such rollovers constitute, in the Purchaser's sole discretion, valid eligible rollover distributions. (e) Each This Section 6.04 is for the sole and exclusive benefit of the Company Company, the Purchaser and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Subsidiary. No Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding person is intended to be a third-party beneficiary hereof, and no Company Employee shall have any rights as the result of any provision in this Agreement to the contrary, nothing in of this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement6.04.

Certain Employee Matters. (a) During Seller and the 12-month period commencing on Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, Parent shallcease being "participating employers" and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; PROVIDED, HOWEVER, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law ("COBRA") to each "qualified beneficiary" as that term is defined in COBRA whose first "qualifying event" (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date. (b) For a period of one (1) year following the Closing Date, Buyer shall provide or cause one of its Subsidiaries to be provided to Acquired Company Employees (including the Surviving Corporation other than Xxxxxxx Xxxxxx, Xxxxx Xxxxxx and their respective management direct reports) who remain employees with Buyer and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate compensation that is no less favorable comparable in the aggregate (without regard to such Continuing Employee than the annual base salary any equity or wage rate equity-based compensation) to that is provided to them immediately prior to Closing, PROVIDED that equity or equity-based compensation provided to such Continuing Employee Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; PROVIDED, FURTHER, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); PROVIDED, FURTHER, that during such one (1) year period the base salary of such Acquired Company Employees shall not be less than that in effect immediately prior to the Effective Time, Closing and (ii) employee benefits (including severance and long-term incentive opportunities benefits but excluding annual base salary or wage rateretiree health and life benefits) that are substantially comparable in the aggregate to those employee benefits that provided to similarly situated employees them immediately prior to Closing. (c) Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate ("BUYER'S RETIREMENT PLAN"). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code ("SELLER'S RETIREMENT PLAN") shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller's Retirement Plans and Buyer's Retirement Plans, any notes representing participant loans, from Seller's Retirement Plans into Buyer's Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan. (d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan ("SELLER'S RETIREE PLANS") whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate ("BUYER'S GROUP WELFARE PLANS"). (e) For purposes of determining eligibility to participate and vesting (and for benefit accrual purposes in the case of vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (or of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibilitysubsidiaries, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are extent an Acquired Company Employee shall become eligible to participateparticipate therein), Parent shall, or Acquired Company Employees shall cause the applicable plan sponsor to, receive service credit each Continuing Employee with his or her years of for service with the Company, any of the Subsidiaries of the Company Seller and any of its or their predecessor entities, Subsidiaries to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service was credited under any similar Company Planemployee benefit plans and arrangements of Seller and its Subsidiaries; PROVIDED, except HOWEVER, that such service need not be credited to the extent that such service credit it would result in a duplication of benefits for benefits. (f) Parent, Buyer, the same period of service. In addition, Parent or the Acquired Companies and their respective Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to self-insured benefits, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than preexisting condition limitations, exclusions limitations or waiting periods that are already in effect with respect to such Continuing Employees employees and that have not been satisfied or waived as of the Effective Time Closing Date under the analogous any welfare benefit plan maintained for the Continuing Acquired Company Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time provide each Acquired Company Employee with credit for any co-payments and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated deductibles paid prior to the Closing Date, each Continuing Employee shall be Date in respect of the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans for such year that such employees are eligible to participate in Parent’s 401(k) plan on after the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b))Date. (eg) Each No provision of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 4.6 shall create any third party rightsbeneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, benefits Parent or remedies their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any nature whatsoever in benefits that may be provided, directly or indirectly, under any employee of the Company Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of their respective subsidiaries for Acquired Company Employees. (h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its Subsidiaries sole discretion (subject to Buyer's obligations under the other provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer's offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any beneficiaries liability, obligation or dependents thereof) commitment of Seller, GAC or any other Person Subsidiary of Seller or GAC that is not relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as a party to result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, severance or similar benefits that may be payable, if any, to Bank Channel Employees in respect of their termination of employment with Seller and its Affiliates as of the Closing) and none of Parent, Buyer or any Acquired Company shall have any liability therefor.