Common use of Company Benefit Plans Clause in Contracts

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective Time.

Company Benefit Plans. (a) Parent shall, and shall or shall cause the Surviving Corporation to provide current and former employees of the Company and its Subsidiaries tosubsidiaries with the same employee benefits plan, honor in accordance with their terms all programs, and arrangements as are provided to similarly situated current and former employees of the Company Benefit Plans and Company Union ContractsParent. (b) Notwithstanding anything herein All service credited to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and each employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of by the Company or its subsidiaries through the Effective Time shall be recognized by Parent for all purposes, including for purposes of eligibility, vesting and benefit accruals (other than for purposes of benefit accruals under any defined benefit 44 pension plan) under any employee benefit plan provided by Parent for the benefit of the Company Subsidiaries immediately prior to the Effective Timeemployees; provided, however, that this Section 6.7(b) shall not apply that, to any negotiated labor agreementsthe extent necessary to avoid duplication of benefits, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall amounts payable under employee benefit plans provided by Parent may be required to be accrued reduced by amounts payable under the North Pittsburgh Telephone similar Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits Benefit Plans with respect to vacationthe same periods of service. In addition, paid time off and severance, under with respect to any employee welfare benefit plan, policy plan established or program maintained by Parent or its subsidiaries for the Surviving Corporation or any benefit of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoingCompany, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries relevant subsidiary to, pay severance benefits to persons who were salaried employees waive any pre-existing condition exclusions other than any pre-existing condition that was not waived by a Welfare Plan and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by any employee of the Company (or any covered dependent of such an employee) shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time in respect of such current plan year. (c) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume the severance policies, employment agreements, executive termination agreements and individual benefit arrangements disclosed in Schedule 3.10 of the Company Subsidiaries prior Disclosure Schedule to the Effective Time Parent, except for any such agreements or arrangements with Geaton X. XxXxxxxxx, Xx., Xxxxxx Xxxxxxxxx, Xxxxxxxxxxx Xxxxxxxx and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is Xxxxxxx Xxxxxx which shall be terminated within two (2) years following the Closing, in accordance with the terms as of the North Pittsburgh Systems, Inc. Severance Plan as Closing Date and replaced by the employment agreements referred to in effect immediately prior to the Effective TimeSection 7.02(d) hereof.

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all Schedule 4.11(a) of the Company Disclosure Letter sets forth a complete list of each Foreign Plan of a Group Company (each a “Company Benefit Plans and Plan”). Except as set forth on Schedule 4.11(a) of the Company Union ContractsDisclosure Letter, no Group Company maintains or contributes to (or has an obligation to contribute to) any Benefit Plan, whether or not subject to ERISA, which is not a Foreign Plan. (b) Notwithstanding anything herein With respect to each Company Benefit Plan, the contraryCompany has made available to SPAC accurate and complete copies, for at least one (1) year following if applicable, of the Closing, Parent shallcurrent plan documents and written descriptions of any material Company Benefit Plans which are not in writing, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, all material communications in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect past three (3) years with any Governmental Entity concerning any matter that is still pending or for such employees of the which a Group Company or has any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008outstanding material Liability. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, With respect to each Company Benefit Plan: (i) credit such Company Benefit Plan has been administered and enforced in all service material respects in accordance with its terms and the Company requirements of all Applicable Law, and has been maintained, where required, in good standing in all material respects with all competent public authorities and Governmental Entities and any other third party involved (e.g. insurance companies etc.); (ii) no breach of fiduciary duty that would result in material Liability to any Group Company has occurred; (iii) no Legal Proceeding that would result in a material Liability to the Group Companies is pending or, to the Knowledge of the Company Subsidiaries Company, threatened (other than routine claims for benefits arising in the ordinary course of administration); and (iv) all contributions, premiums and other payments (including service recognized by the Company any special contribution, interest or any of the Company Subsidiaries for service with other entitiespenalty) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits required to be made with respect to vacationa Company Benefit Plan have been timely made. No Group Company has incurred any material obligation in connection with the termination of, paid time off and severance, under or any employee benefit plandiscriminatory exclusion from or withdrawal from, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health planPlan. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees Except as set forth in Schedule 4.11(d) of the Company Disclosure Letter, the authorization, execution and delivery of this Agreement, or any the consummation of the Transactions will not: (i) entitle any individual to severance pay, unemployment compensation, bonus or other benefits or compensation under any Company Subsidiaries prior Benefit Plan or under any Applicable Law; (ii) accelerate the time of payment or vesting, or increase the amount of, any compensation or benefits in respect of any current or former director, employee or independent contractor of a Group Company; (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Company Benefit Plan; (iv) otherwise give rise to any material liability under any Company Benefit Plan; (v) limit or restrict the Effective Time and whose employment with right to merge, materially amend, terminate or transfer the Company, the Surviving Corporation assets of any Company Benefit Plan on or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective Time; (vi) require a “gross-up”, indemnification for, or payment to any individual for any taxes imposed under Section 409A or Section 4999 of the Code or any other tax; or (vii) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (e) No Company Benefit Plan is or has at any time been covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA, and no Group Company has ever maintained, established, participated in or contributed to, or is or has been obligated to contributed to, or has otherwise incurred any obligation or liability (including any contingent liability) under, any “multiemployer plans” within the meaning of Section 3(37) of ERISA. Except to the extent required by Applicable Law, no Group Company provides material health or life insurance benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

Company Benefit Plans. (a) Parent shallSchedule 4.13(a) sets forth a complete list of each material Company Benefit Plan and identifies each Company Benefit Plan that is an ADP Plan (as defined below). With respect to each Company Benefit Plan set forth on Schedule 4.13(a), the Company has provided to Buyer a copy of such Company Benefit Plan and, to the extent applicable, (i) any trust agreement relating to such Company Benefit Plan, (ii) the most recent summary plan description for such Company Benefit Plan, (iii) the most recent annual report on Form 5500 filed with the IRS with respect to such Company Benefit Plan and shall cause (iv) the Surviving Corporation most recent determination or opinion letter, if any, issued by the IRS with respect to such Company Benefit Plan. Pursuant to a contractual relationship between the Company and its Subsidiaries toADP TotalSource (“ADP”), honor certain employees of the Company participate in accordance with their terms all the certain Company Benefit Plans and Company Union Contractsmaintained or sponsored by ADP (collectively, the “ADP Plans”). (b) Notwithstanding anything herein The Company has provided a list of each individual who is an employee of the Company or any of its Subsidiaries (identified by title and location) as of the date that is two (2) Business Days prior to the contrarydate hereof, for at least one that includes each such individual’s base salary or wage rate, cash incentive opportunity and whether such individual is on a leave of absence and the expected date of return. (1c) year following Except as would not reasonably be expected to be material to the Closing, Parent shall, and shall cause the Surviving Corporation Company and its Subsidiaries toSubsidiaries, provide employees taken as a whole: (i) each Company Benefit Plan has been administered in accordance with its terms and all applicable Laws, including the applicable provisions of ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan have been made; and (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Surviving Corporation and it Subsidiaries with compensation and employee benefits whichCode has received a favorable determination or opinion letter as to its qualification and, in to the aggregateCompany’s knowledge, there are no less favorable existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such employees than plan (provided that the compensation and employee foregoing representations are, with respect to the ADP Plans, given only to the Company’s knowledge). (d) No Company Benefit Plan provides health or welfare benefits, including death or medical benefits in effect for such (whether or not insured), to current or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Company Subsidiaries immediately prior to the Effective Time; providedConsolidated Omnibus Budget Reconciliation Act of 1985, howeveras amended, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008comparable U.S. state Law. (ce) Parent shallNo Company Benefit Plan is, and shall cause neither the Surviving Corporation and Company nor any of its Subsidiaries has sponsored, maintained, contributed to, had or has any obligation to contribute to, had or has any liability with respect to, a multiemployer pension plan (ias defined in Section 3(37) credit all service with of ERISA) or other pension plan, in each case, that is subject to Title IV of ERISA. (f) No material actions, suits or claims (other than routine claims for benefits in the Company and any ordinary course) are pending or, to the knowledge of the Company, threatened against or relating to any Company Subsidiaries Benefit Plan. (including service recognized g) Schedule 4.13(g) sets forth the actions taken by the Company or any of the Company its Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacationemployees, paid time off compensation and severanceCompany Benefit Plans in response to the COVID-19 pandemic, under including employee terminations, furloughs, salary or other pay reductions, pay increases, deferrals of compensation, deferrals of employer funding contributions to or amendments to any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of Company Benefit Plan. (h) Except as would not reasonably be expected to be material to the Company after and its Subsidiaries, taken as a whole, with respect to any Company Benefit Plan that is subject to the Closinglaws of any jurisdiction outside the United States, (i) if intended to qualify for special tax treatment, such Company Benefit Plan meets all requirements for such treatment, and (ii) waive any preif intended to be funded and/or book-existing condition or limitation or exclusion reserved, such Company Benefit Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions (provided that the foregoing representations are, with respect to employees the ADP Plans, given only to the Company’s knowledge). (i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (i) result in any compensatory payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of the Company or any of the Company its Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and Plan or otherwise; (ii) materially increase any benefits otherwise payable under any Company Benefit Plan; (iii) recognize the dollar amount of all expenses incurred by employees result in any acceleration of the Company time of payment or vesting of any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits such benefits under any group health plan. Company Benefit Plan; (div) Without limiting require the foregoing, Parent shall, funding of any trust or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits other funding vehicle under or related to persons who were salaried employees of the any Company Benefit Plan; or any of the Company Subsidiaries prior to the Effective Time and whose employment with (v) limit or prohibit the Company’s or its Subsidiary’s ability to amend, the Surviving Corporation merge, terminate or receive a reversion of assets from any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Company Benefit Plan as in effect immediately prior to the Effective Timeor related trust.

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with With respect to employees of the Company or any and its Subsidiaries (and their dependents and beneficiaries where appropriate), (i) the Purchaser shall, at least through December 31, 2018, provide compensation and benefits on terms that are substantially comparable in the aggregate to the employee benefit plans, programs and arrangements of the Company Subsidiaries under any group health plan or other welfare benefit plan in effect immediately prior to the extent they were waived or would be waived under Closing; (ii) the Company Benefit Plans, Purchaser shall assume and continue to maintain the Change of Control Severance Plans and shall not amend such plans (other than to increase benefits) within the 12 month period following Closing; and (iii) the Purchaser shall as of the Closing (A) recognize the dollar amount of all expenses incurred by employees of such employees’ employment service with the Company or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for participation, vesting and benefit eligibility purposes under any of Employee Benefit Plan that the Company Subsidiaries and their dependents Purchaser may provide to such employees, (B) not require such employees, in the plan year in which the Closing occurs occurs, to satisfy any deductible, co-payment, out of pocket maximum or similar requirement under any Employee Benefit Plan that the Purchaser may provide to such employees to the extent of amounts previously credited for such purposes under the applicable plans of the Company and its Subsidiaries, (C) not apply to such employees any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any Employee Benefit Plan that the Purchaser may provide to such employees to the extent waiting periods, pre-existing conditions, exclusions and requirements were satisfied under the corresponding Company Benefit Plans and (D) honor in full all accrued but unused vacation accrued in accordance with Company policy and recognize pre-Closing and post-Closing service with the Company or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company’s Employee Benefit Plans) for purposes of deductibles, co-payments and maximum out-accrual of pocket limits under any group health planvacation following the Closing Date. (db) Without limiting The Company shall remain solely responsible for the foregoingsatisfaction of all claims for medical, Parent shalldental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date under the Company Benefit Plans. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (c) All provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective Parties and shall cause the Surviving Corporation and its Subsidiaries tonot create any right in any other Person, pay severance benefits to persons who were salaried employees including any employee or former employee of the Company or any of the Company its Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, participant or beneficiary in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as any Company Benefit Plan. Nothing contained in effect immediately prior this Agreement shall be deemed to the Effective Timeconstitute an amendment to any Employee Benefit Plan.

Company Benefit Plans. (a) Parent shallSchedule 3.12(a) of the Company Disclosure Letter sets forth a true and correct list of all Company Benefit Plans. True and correct copies of the following, as applicable, have been made available to SPAC: (i) the texts of the Company Benefit Plans and shall cause all amendments thereto; (ii) copies of all material correspondence since November 30, 2018 with any Governmental Entity relating to a Company Benefit Plan; (iii) the Surviving Corporation summary plan description or employee booklet for each Company Benefit Plan; (iv) all trust agreements, funding agreements, participation agreements or insurance contracts relating to a Company Benefit Plan; (v) the most recent actuarial report, if any; (vi) the most recent financial report, if any; and its Subsidiaries to(vii) the most recent determination letter from the IRS or evidence of registration under the Tax Act, honor if any. (b) All Company Benefit Plans are and have been established, registered (where required), administered and invested (where applicable) in all material respects: (A) in accordance with all Applicable Law; and (B) in accordance with their terms all and (C) in accordance with any applicable Collective Bargaining Agreement. No fact or circumstance exists which could adversely affect the tax-preferred or tax-exempt status of any Company Benefit Plan or any related trust entitled to such status. (c) All current obligations of the Company or any of its Subsidiaries regarding the Company Benefit Plans have been satisfied in all material respects. All material contributions, premiums, payments or Taxes required to be made or paid by the Company or any of its Subsidiaries, as the case may be, under the terms of each Company Benefit Plan, any applicable Collective Bargaining Agreement, or by Applicable Law in respect of Company Benefit Plans have been made and/or accrued in a timely fashion in accordance therewith and with IFRS. Except as set forth on Section 3.12(c) of the Company Union ContractsDisclosure Letter, neither the Company nor any of its Subsidiaries has any obligations in respect of any defined benefit pension plans or Multiemployer Plans. (bd) Notwithstanding anything herein to There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of the contrary, for at least one (1) year Company or any of its subsidiaries following the Closing. Without limiting the generality of the foregoing, Parent shallneither the Company nor any of its Subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (e) Except as set forth on Schedule 3.12(e) of the Company Disclosure Letter, no notice of under-funding, non-compliance, or failure to be in good standing has been received by the Company or any of its Subsidiaries from any Governmental Entity in respect of any Company Benefit Plan, and shall cause there is no actual, threatened, pending or, to the Surviving Corporation and its Subsidiaries to, provide employees Knowledge of the Surviving Corporation and it Subsidiaries with compensation and employee Company, anticipated action relating to a Company Benefit Plan. (f) Except as set forth on Schedule 3.12(f) of the Company Disclosure Letter, no Company Benefit Plan provides post-retirement or post-employment health or other welfare benefits which, to or in respect of either the aggregate, are no less favorable to such former employees than or beneficiaries of the compensation and employee benefits in effect for such former employees of the Company or any of its Subsidiaries, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008its Subsidiaries. (cg) Parent Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement shall, and shall cause either alone or in connection with any other event(s), give rise to any “excess parachute payment” as defined in Section 280G(b)(1) of the Surviving Corporation and its Subsidiaries to, Code or any excise tax owing under Section 4999 of the Code. (ih) credit all service with the Company and any Except as set forth on Schedule 3.12(h) of the Company Subsidiaries (including service recognized by Disclosure Letter, the Company maintains no obligations to gross-up, make-whole or reimburse any individual for any tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy Code or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health planotherwise. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective Time.

Company Benefit Plans. (a) Parent shallEffective as of the Closing Date, each Transferred Employee shall cease to participate in and accrue benefits under the Employee Benefit Plans, and each Transferred Employee shall cause commence participation in the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company’s employee benefit plans (“Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all Plans”). Where service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries is a relevant criterion for service with other entities) each Transferred Employee for purposes of determining vesting eligibility for membership in and eligibility, and for purposes of determining the level of entitlement to benefits with respect to vacation, paid time off and severance, under any employee (other than benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (iiaccrual) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or Benefit Plans shall recognize each Transferred Employee’s period of service with Seller to the same extent recognized by the applicable Employee Benefit Plan (except to the extent that it would result in any duplication of benefits for the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes same period of deductibles, co-payments and maximum out-of pocket limits under any group health planservice). (db) Without limiting the foregoing, Parent shall, or The Company shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closingbe responsible, in accordance with the terms of the North Pittsburgh Systemsapplicable Company Benefit Plans, Inc. Severance for any and all benefits accrued or claims incurred by the Transferred Employees (and their eligible spouses, beneficiaries and dependents) on and after the Closing Date, including any liabilities and obligations under an Employee Benefit Plan as that is a bonus plan or arrangement or any vacation plans, arrangements, or policies. (c) The Company will, using commercially reasonable efforts, waive, or cause to be waived, any pre-existing medical condition or other restriction that would prevent immediate and full participation of any Transferred Employee in effect immediately the Company Benefit Plans. In addition, where the benefits provided under a Company Benefit Plan are subject to a deductible in respect of the benefits provided to an individual during a certain period of time, the Company shall, using commercially reasonable efforts, take into account the amount of any corresponding deductible which has already been paid by the applicable Transferred Employee during such period and prior to the Effective TimeClosing Date under the corresponding Employee Benefit Plan to the same extent as such amounts had been recognized under such plan, for the purpose of determining the amount of the deductible to be paid by the Transferred Employee under the Company Benefit Plan after the Closing Date. (d) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-34 I.R.B. 320, (i) Buyer and Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller and its Subsidiaries will not be relieved from filing a W-2 with respect to any active Business Employees including the Transferred Employees, and (iii) the Company will undertake to file (or cause to be filed) a Form W-2 for each Transferred Employee with respect to the portion of the year during which such Transferred Employee is employed by the Company or an Affiliate thereof that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller or its Subsidiaries. (e) To the extent permitted by Applicable Law and contract, Seller and its Subsidiaries shall provide the Company with certain relevant information, as reasonably requested by the Company, with respect to the Transferred Employees to assist in effecting their employment by the Company or an Affiliate thereof following the Closing Date in an orderly fashion.

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with With respect to employees of the Company or any and its Subsidiaries who continues to be employed by the Purchaser (the “Continuing Employees”) (and their dependents and beneficiaries where appropriate), (a) the Purchaser shall provide coverage that is comparable, in the aggregate, to the Company Benefit Plans identified in Schedule 3.17 of the Company Disclosure Schedule (excluding any current equity incentive plan and employee stock purchase plan and provided that the Purchaser will establish a 401(k) plan for the Continuing Employees within 90 days following the Closing) through the date that is one (1) year after the Closing, and (b) the Purchaser shall as of the Closing (i) recognize such employees’ employment service with the Company and/or its Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for participation, vesting, eligibility and benefit accrual purposes (iiiother than for accruals under any defined benefit pension plan) recognize under any Employee Benefit Plan that the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents Purchaser may provide to such employees, (ii) use commercially reasonable efforts to not require such employees, in the plan year in which the Closing occurs for purposes of deductiblesoccurs, to satisfy any deductible, co-payments and maximum out-payment, out of pocket limits maximum or similar requirement under any group health plan. (d) Without limiting the foregoing, Parent shall, or shall cause Purchaser’s plans to the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees extent of amounts previously credited for such purposes under the applicable plans of the Company or and its Subsidiaries, (iii) use commercially reasonable efforts to not apply to such employees any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any of the Company Subsidiaries prior Purchaser’s plans to the Effective Time extent waiting periods, pre-existing conditions, exclusions and whose employment with requirements were satisfied under the Companycorresponding Company Benefit Plans, the Surviving Corporation or any of their respective Subsidiaries is terminated within two and (2iv) years following the Closing, honor in full all vacation accrued in accordance with the terms of Company policy that is not taken for the North Pittsburgh Systemscalendar year in which the Closing occurs, Inc. Severance Plan as in effect immediately prior each case to the Effective Timeextent the Company provides the Purchaser with sufficient information as requested by Purchaser to so credit such employees, and to the extent the Purchaser’s services providers for the Company Benefit Plans are able to so credit such employees. Nothing contained in this Agreement shall constitute or be deemed an amendment to any Employee Benefit Plan or any other compensation or benefit plan, program or arrangement.

Company Benefit Plans. (a) Parent shallWith respect to employees of the Company and its Subsidiaries who continue employment with Purchaser, and shall cause the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (and its Subsidiaries totheir dependents and beneficiaries where applicable) (collectively, honor the “Continuing Benefit Plan Participants” and each such individual, a “Continuing Benefit Plan Participant”), except to the extent any of the following would result in accordance with their a duplication of benefits, would not be permitted under the terms all of any applicable Employee Benefit Plan of the Purchaser, or for such time as the Company Benefit Plans providing similar benefits are continued following the Closing as provided below: (i) the Purchaser agrees to permit such employees to enroll in and Company Union Contracts. (b) Notwithstanding anything herein be eligible for all of the Purchaser’s Employee Benefit Plans, as in effect from time to time, to the contrarysame extent as similarly situated employees of the Purchaser; and (ii) for purposes of determining such employees’ eligibility to participate in such employee benefit plans, the Purchaser shall as of the Closing (A) recognize such employees’ employment service with the Company and/or its Subsidiaries (including credit for at least service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for participation, vesting, eligibility and benefit accrual purposes (other than for accruals under any defined benefit pension plan) under any Employee Benefit Plan that the Purchaser may provide to such employees, (B) use commercially reasonable efforts to not require such employees, in the calendar year in which the Closing occurs, to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirement under the Purchaser’s plans to the extent of amounts previously credited for such purposes under the applicable plans of the Company and its Subsidiaries (C) use commercially reasonable efforts to not apply to such employees any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any of the Purchaser’s plans to the extent waiting periods, pre-existing conditions, exclusions and requirements were satisfied under the corresponding Company Benefit Plans and (D) honor in full all vacation accrued in accordance with Company policy that is not taken for the calendar year in which the Closing occurs. The foregoing requirement shall be subject to: (i) any necessary transition period, (ii) any applicable Employee Benefit Plan provisions, (iii) requirements of applicable Laws, (iv) any election that Purchaser may make, in its sole discretion, to continue one or more of the Company Benefit Plans, through no later than the later of (1A) year December 31, 2012, or (B) ninety (90) days following the Closing, Parent shallin which case the terms of this Section 6.8(a) shall take effect once coverage under any such continued Company Benefit Plan ceases. Nothing contained in this Agreement shall constitute or be deemed an amendment to any Employee Benefit Plan or any other compensation or benefit plan, and program or arrangement. Nothing in this Section 6.8 shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and be construed to create a right in any employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the CompanyPurchaser, the Surviving Corporation or any of their respective Subsidiaries. (b) Notwithstanding anything in Section 6.8(a) to the contrary, once Purchaser ceases to continue the Company Benefit Plans providing medical, dental and vision benefits, Purchaser shall cause all waiting periods under Purchaser’s medical, dental and vision benefit plans to be waived for any Continuing Benefit Plan Participant. Once Purchaser ceases to continue the Company’s 401(k) Plan, Purchaser will recognize any employment service with the Company and/or its Subsidiaries is terminated within two (2including credit for service with predecessor employers to the extent currently recognized under the Company’s 401(k) years following Plan) for participation, vesting, eligibility and benefit accrual purposes under the Purchaser’s 401(k) Plan. (c) If requested by the Purchaser at least ten (10) days prior to the Closing, in accordance with the terms Company shall take each of the North Pittsburgh Systemsfollowing actions (i) adopt board resolutions in a form acceptable to the Purchaser, Inc. Severance Plan to terminate the Company’s 401(k) plan effective as in effect of immediately prior to the Effective TimeClosing, (ii) shall provide notices to the Company’s 401(k) Plan service providers and participants in a form acceptable to the Purchaser as necessary to facilitate such termination, and (iii) shall adopt any termination amendments specifically identified by Purchaser at least ten (10) days prior to Closing to the Company’s 401(k) Plan to the extent necessary to bring the 401(k) Plan into compliance with all applicable Laws (including ERISA and the Code) prior to its termination. If such termination of the Company’s 401(k) plan is required by the Purchaser pursuant to the preceding sentence, prior to the Closing, the Company shall have provided Purchaser with evidence satisfactory to Purchaser that the board of directors of the Company has (i) adopted such resolutions regarding the termination of the Company’s 401(k) plan effective immediately prior to the Closing, (ii) provided such notices to the Company’s 401(k) plan service providers and participants as necessary to facilitate such termination, and (iii) has adopted any termination amendments specifically identified by the Purchaser to the Company’s 401(k) Plan, if necessary, to bring the Company’s 401(k) Plan into compliance with all applicable Laws (including ERISA and the Code) prior to its termination. (d) If requested by the Purchaser at least ten (10) days prior to the Closing, the Company shall take each of the following actions (i) adopt board resolutions in a form acceptable to the Purchaser, to terminate any retiree health benefits provided under the Company Benefit Plans, except as may be required by COBRA or other applicable Laws (the “Retiree Health Benefits”), effective as of no later than immediately prior to the Closing, (ii) shall provide notices to any current employee or former Company employees or the dependents of any of them who are receiving Retiree Health Benefits or who as of the date hereof still have the right to elect Retiree Health Benefits, in a form acceptable to the Purchaser as necessary to facilitate such termination of Retiree Health Benefits. If such termination of the Company’s Retiree Health Benefits is required by the Purchaser pursuant to the preceding sentence, prior to the Closing, the Company shall have provided the Purchaser with evidence satisfactory to the Purchaser that the board of directors of the Company has (i) adopted such resolutions regarding the termination of the Company’s Retiree Health Benefits effective as of no later than immediately prior to the Closing, (ii) provided such notices to any current employees or former Company employees or their dependents who are receiving Retiree Health Benefits or who as of the date hereof still have the right to elect Retiree Health Benefits as necessary to facilitate such termination.

Company Benefit Plans. (a) Parent shall, covenants and shall agrees to cause the Surviving Corporation and any of its Subsidiaries toSubsidiaries, honor for a period of one year following the Closing Date (the “Benefits Continuation Period”), to pay or cause to be paid to each Company Employee who continues as an employee of the Surviving Corporation during the Benefits Continuation Period (the “Continuing Employees”) base salary, hourly wages, cash incentive opportunities, severance, medical benefits and other welfare benefit plans, programs and arrangements which are no less favorable in accordance with their terms all the Company aggregate to those provided prior to the Closing Date under the Employee Benefit Plans and Company Union ContractsPlans. (b) Notwithstanding anything herein to the contraryExcept as would result in a duplication of benefits, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining eligibility, vesting and eligibilityentitlement to benefits (other than benefit accruals under defined benefit pension plans), and for purposes including the determination of determining the level of benefits with respect to vacation, paid time off off, and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived severance pay benefits under the Company Benefit Plansbenefit and compensation plans, programs, agreements and (iii) recognize the dollar amount arrangements of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the CompanyParent, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years in which Continuing Employees are eligible to participate following the ClosingClosing (the “Parent Plans”), Parent and the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Company and any predecessor or other entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Employee Benefit Plan. The Parent Plans shall not deny Continuing Employees coverage on the basis of pre-existing conditions and Continuing Employees will be given credit for medical expense incurred under the Employee Benefit Plans for purposes of satisfying any deductible or out-of-pocket limits under the Parent Plans. Parent shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation § 54.4980B-9. Subject to the provisions of this Section 9.3, Parent reserves the right, in accordance its sole discretion, to terminate or amend any Parent Plan or to change or end contributions to any Parent Plan at any time, with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately or without notice. (c) At or prior to the Effective Time, if requested by Parent in writing, the Company shall cause the Employee Benefit Plans to be amended to the extent necessary to provide that no employees of Parent and its subsidiaries shall commence participation therein following the Effective Time unless the Surviving Corporation or such Subsidiary explicitly authorizes such participation. (d) The Parties hereto acknowledge and agree that all provisions contained in this Section 9.3 with respect to employees of the Company are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including without limitation, any employees, former employees, any participant or any beneficiary thereof in any Employee Benefit Plan or Parent Plan, or (ii) to continued employment with the Company, Parent or the Surviving Corporation. After the Effective Time, nothing contained in this Section 9.3 shall interfere with Parent’s right to amend, modify or terminate any Employee Benefit Plan (subject to the provisions of Sections 9.3(a) and 9.3(b) above) or to terminate the employment of any employee of the Company for any reason.

Company Benefit Plans. (a) Parent shallSchedule 3.19(a)(1) to the Company Disclosure Schedule contains a list of each compensation, consulting, employment, termination or collective bargaining agreement, and shall cause the Surviving Corporation each stock option, stock purchase, stock appreciation right, recognition and its Subsidiaries toretention, honor life, health, accident or other insurance, bonus, deferred or incentive compensation, severance or separation plan or any agreement providing any payment or benefit resulting from a change in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrarycontrol, for at least one (1) year following the Closingprofit sharing, Parent shallretirement, and shall cause the Surviving Corporation and its Subsidiaries toor other employee benefit plan, provide employees practice, policy or arrangement of the Surviving Corporation and it Subsidiaries with compensation and employee benefits whichany kind, in the aggregateoral or written, are no less favorable to such employees than the compensation and employee benefits in effect for such employees covering employees, former employees, directors or former directors of the Company or any Company Subsidiary or their respective beneficiaries, including, but not limited to, any employee benefit plans within the meaning of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b3(3) shall not apply to any negotiated labor agreementsof ERISA, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any Company Subsidiary maintains, to which the Company or any Company Subsidiary contributes, or under which any employee, former employee, director or former director of the Company Subsidiaries for service with or any Company Subsidiary is covered or has benefit rights and pursuant to which any liability of the Company or any Company Subsidiary exists or is reasonably likely to occur (the "Company Benefit Plans"). Except as set forth on Schedule 3.19(a)(2) to the Company Disclosure Schedule, neither the Company nor any Company Subsidiary maintains or has entered into any Company Benefit Plan or other entities) for purposes of determining vesting and eligibilitydocument, and for purposes of determining the level plan or agreement which contains any change in control provisions which would cause an increase or acceleration of benefits with respect or benefit entitlements to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after or any Company Subsidiary or their respective beneficiaries, or other provisions which would cause an increase in the Closingliability to the Company or any Company Subsidiary or to Purchaser as a result of the transactions contemplated by this Agreement or any related action thereafter including, but not limited to, termination of employment or directorship (iia "Change in Control Benefit"). Neither the execution of this Agreement or the Option Agreement constitutes a "change in control" for purposes of any Company Benefit Plan or any Change in Control Benefits. The term "Company Benefit Plans" as used herein refers to all plans contemplated under the preceding sentences of this Section 3.19, provided that the term "Plan" or "Plans" is used in this Agreement for convenience only and does not constitute an acknowledgment that a particular arrangement is an employee benefit plan within the meaning of Section 3(3) waive of ERISA. Except as disclosed in Schedule 3.19(a)(3) to the Company Disclosure Schedule, no Company Benefit Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor any pre-existing condition Company has since December 31, 1990 maintained, sponsored or limitation had an obligation to contribute to any such multiemployer plan. Except as disclosed on Schedule 3.19(a)(4) to the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has been notified by any Applicable Governmental Authority that any payments or exclusion with respect other compensation paid or payable by the Company or any Company Subsidiary under this Agreement, any Company Benefit Plan or otherwise, to employees or for the benefit of any employee or director of the Company or any of Company Subsidiary, is not in compliance with all applicable rules, regulations and bulletins promulgated by the Company Subsidiaries under any group health plan or other welfare benefit plan Applicable Governmental Authorities and, to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees best knowledge of the Company or any of Company Subsidiary, all such payments are in compliance with all applicable rules, regulations and bulletins promulgated by the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health planApplicable Governmental Authorities. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective Time.

Company Benefit Plans. Section 2.20(a) of the Company Disclosure Letter contains a complete list of all "employee benefit plans" as defined in Section 3(3) of ERISA (athe "COMPANY EMPLOYEE BENEFIT PLANS"), "employee pension benefit plans" as defined in Section 3(2) Parent shallof ERISA (the "COMPANY EMPLOYEE PENSION PLANS"), and shall cause "employee welfare benefit plans" as defined in Section 3(1) of ERISA (together with the Surviving Corporation Company Employee Benefit Plans and its Subsidiaries the Company Pension Plans, the "COMPANY BENEFIT PLANS"), sponsored, maintained or contributed to, honor or required to be contributed to, by the Company. All Company Benefit Plans have been administered in compliance in all material respects with their terms and the applicable provisions of ERISA and the Code. With respect to each such Company Benefit Plan, (i) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code operates in all material respects in accordance with their the requirements for such qualifications and is the subject of a favorable determination letter as to its qualification, and to the Company's Knowledge, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (ii) all contributions, premiums or other payments required under the terms all of the Company Benefit Plans or Other Plans (as defined below) or under applicable Law have been made within the time required by Law and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees terms of the Company Benefit Plans or any Other Plans; (iii) there have been no "prohibited transactions" (as described in Section 4975 of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(bCode or in Part 4 of Subtitle B of Title I of ERISA) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacationany Company Benefit Plan; and (iv) there are no inquiries, paid time off and severanceproceedings, under claims or suits pending or, to the Company's Knowledge, threatened by any employee benefit plan, policy Governmental Entity or program maintained by Parent any participant or the Surviving Corporation or beneficiary against any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount assets of all expenses incurred by employees any of the trusts under such Company Benefit Plans or the Company Benefit Plan sponsor or the Company Benefit Plan administrator, or against any fiduciary of any of such Company Benefit Plans with respect to the design or operation of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs Benefit Plans, other than routine claims for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health planbenefits. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective Time.

Company Benefit Plans. (a) Parent shallPrior to the date of this Agreement, the Seller shall have made all required contributions and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms paid all the premiums required under each Company Benefit Plans Plan, including any employer matching and Company Union Contractsprofit sharing contributions, which are due on or before the Closing Date. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company On or any of the Company Subsidiaries immediately prior to the Effective Time; provideddate of this Agreement, howeverwith respect to all of the Seller’s employees, that this Section 6.7(b) the Seller shall not apply contribute all contributions to any negotiated labor agreementsCompany Benefit Plan which is intended to meet the requirements of Section 401(k) of the Code, and which is sponsored, or contributed to, by the Surviving Corporation shall honor according to their terms; and providedSeller (each, further, that no further benefits shall be a “Seller 401(k) Plan”) (i) which are required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan made on or after April 1before the Closing Date under such Seller 401(k) Plan, 2008and (ii) which relate to service or employee salary deferral contributions on or prior to the Closing Date, whether or not required to be made on or prior to the Closing Date under such Seller 401(k) Plan. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, Except as specifically set forth in this Agreement: (i) credit all service with the Company and Purchaser shall not be obligated to assume, continue or maintain any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, (ii) except as set forth in Section 8.7(g), no assets or liabilities of the Company Benefit Plans shall be transferred to, or assumed by, the Purchaser or the Purchaser’s benefit plans, and (iii) recognize except as set forth in Section 8.7(g), the dollar amount of all expenses incurred by employees of the Company Seller shall be solely responsible for funding or paying any benefits under any of the Company Subsidiaries Benefit Plans, including any termination benefits and their dependents in other employee entitlements accrued under such plans by or attributable to employees of the plan year in which the Closing occurs for purposes Seller and any of deductibles, co-payments and maximum out-of pocket limits under any group health planits ERISA Affiliates. (d) Without limiting The Seller shall be responsible for administering the foregoingCompany Benefit Plans following the Closing Date and shall designate a person to whom the Transferred Employees may direct any questions about benefits due to them under the Company Benefit Plans after the Closing. (e) Nothing in this Agreement, Parent express or implied, shall: (i) confer upon any employee of the Seller, or shall cause the Surviving Corporation and its Subsidiaries toany representative of any such employee, pay severance benefits any rights or remedies, including any right to persons who were salaried employees of the Company employment or continued employment for any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation period or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of employment, for any nature whatsoever, or (ii) be interpreted to prevent or restrict the North Pittsburgh SystemsPurchaser from modifying or terminating the employment or terms of employment of any Transferred Employee, Inc. Severance Plan as in effect immediately prior to including the Effective Timeamendment or termination of any Company Benefit Plan, employee benefit or compensation plan, program or arrangement, after the Closing Date.

Company Benefit Plans. (a) The Company has previously made available to Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the material Company Benefit Plans Plans. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of each material Company Union ContractsBenefit Plan and certain material related documents. (b) Notwithstanding anything herein Except as would not have or reasonably be expected to result in a material liability to the contraryCompany: (i) each Company Benefit Plan has been maintained, for at least one funded and administered in compliance with its terms and with applicable Law; (1ii) year following the Closingwith respect to each Company Benefit Plan, Parent shallif such plan is required to be registered, such plan has been registered and maintained in good standing with applicable regulating authorities; (iii) no Company Benefit Plan provides, and shall cause neither the Surviving Corporation Company nor any of its Significant Subsidiaries has any liability or obligation for the provision of, medical or other welfare benefits with respect to current or former employees, directors, officers or consultants of the Company or its Significant Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable Law; (iv) all premiums and contributions or other amounts payable by the Company or its Significant Subsidiaries as of the date of this Agreement with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with IFRS (other than with respect to amounts not yet due); (v) there are no pending, or, to the Knowledge of the Company, threatened or anticipated Actions (other than routine claims for benefits) or audits by any Governmental Entity by, on behalf of, with respect to or against any of the Company Benefit Plans; and (vi) the Company and each of its Significant Subsidiaries has at all times complied in all material respects with each of the Company Benefit Plans. (c) Except as provided in this Agreement or as required by applicable Law, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event (including, but not limited to, provide employees a termination of the Surviving Corporation and it Subsidiaries with compensation and employee benefits whichemployment), in the aggregate(i) entitle any current or former employee, are no less favorable to such employees than the compensation and employee benefits in effect for such employees director, consultant or officer of the Company or any of the Company its Significant Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on additional compensation or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closingbenefits, (ii) waive accelerate the time of payment or vesting, cause the funding of (through a grantor trust or otherwise), or increase the amount of compensation or benefits due to any pre-existing condition such employee, director, consultant or limitation officer or exclusion (iii) limit or restrict the right of the Company to merge, amend or terminate any Company Benefit Plan. (d) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) has been operated and administered in all respects in compliance with Section 409A of the Code. (e) Except as set forth on Section 5.9(e) of the Company Disclosure Letter, no payment or benefit which could be made with respect to employees any current or former employee, officer, shareholder, director or service provider of the Company or any of its Significant Subsidiaries who is a “disqualified individual” (as defined in Section 280G of the Code and the regulations thereunder) could (individually or together with any other payment or benefit) be nondeductible pursuant to Section 280G of the Code or subject to an excise Tax under Section 4999 of the Code. The Company Subsidiaries has previously made available to Parent the approximate amount of each payment or benefit that could become payable to each such “disqualified individual” under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the a Company Benefit PlansPlan as a result of the transactions contemplated by this Agreement or a termination of employment or service, including as a result of accelerated vesting, and (iii) recognize the dollar approximate amount of all expenses incurred by employees the “excess parachute payments” within the meaning of Section 280G of the Code that could become payable to each such Company employee or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health planservice provider. (df) Without limiting Neither the foregoing, Parent shallCompany nor any of its Significant Subsidiaries is a party to, or shall cause is otherwise obligated under, any contract, agreement, plan or arrangement that provides for the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees gross-up of a Tax imposed by Section 409A or 4999 of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective TimeCode.

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with With respect to employees of the Company or any and its Subsidiaries (and their dependents and beneficiaries where appropriate), (i) the Surviving Table of Contents Entity shall continue on a plan-by-plan basis to provide coverage and make all payments (including all deferred and incentive compensation payments) required under each Company Benefit Plan identified on Section 4.15 of the Company Disclosure Schedule at least through December 31, 2013; (ii) the Surviving Entity from and after the Closing shall be responsible for providing health continuation benefits under COBRA to all individuals who are “M&A Qualified Beneficiaries” as defined in Treas. Reg. Section 54.4980B-9 through Employee Benefit Plans of the Company, its Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, Surviving Entity; and (iii) recognize the dollar amount of all expenses incurred by employees Surviving Entity shall as of the Company or any of Closing (A) recognize such employees’ employment service with the Company and/or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for participation, vesting and their dependents benefit eligibility purposes under any Employee Benefit Plan that the Surviving Entity may provide to such employees, (B) not require such employees, in the plan year in which the Closing occurs occurs, to satisfy any deductible, co-payment, out of pocket maximum or similar requirement under any Employee Benefit Plan that the Surviving Entity may provide to such employees to the extent of amounts previously credited for such purposes under the applicable plans of the Company and its Subsidiaries, (C) not apply to such employees any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any Employee Benefit Plan that the Surviving Entity may provide to such employees to the extent waiting periods, pre-existing conditions, exclusions and requirements were satisfied under the corresponding Company Benefit Plans and (D) honor in full all accrued but unused vacation accrued in accordance with Company policy and recognize service with the Company and/or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for purposes of deductibles, co-payments and maximum out-accrual of pocket limits under any group health plan. (d) Without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years vacation following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective TimeClosing Date.

Company Benefit Plans. (a) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with With respect to employees of the Company or any of and its Subsidiaries (excluding the Company Subsidiaries under any group health plan or other welfare benefit plan DMS Entities) (and their dependents and beneficiaries where appropriate), solely to the extent they were waived or would be waived permitted under applicable Laws, (i) the Purchaser shall continue on a plan-by-plan basis to provide coverage and make all payments (excluding any equity and equity based, change in control and transaction compensation payments and pension benefit plans subject to Title IV of ERISA) required under each Company Benefit Plan identified in Section 4.15 of the Disclosure Schedule (which, for the sake of clarity, shall not include any pension benefit plans subject to Title IV of ERISA) at least through December 31, 2017 or, with respect to “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, the end of the applicable plan year in which Closing occurs, if sooner and (ii) the Purchaser shall as of the Closing, to the extent permitted under the terms of Purchaser’s Employee Benefit Plans, (A) recognize such employees’ employment service with the Company or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for participation, vesting and benefit eligibility purposes (iiibut not benefit accruals) recognize under any Employee Benefit Plan that the dollar amount Purchaser may provide to such employees (excluding, for the sake of all expenses incurred by employees clarity, any pension benefit plan subject to Title IV of ERISA); provided that such service crediting will not result in the Company or any duplication of the Company Subsidiaries and their dependents benefits, (B) not require such employees, in the plan year in which the Closing occurs occurs, to satisfy any deductible, co-payment, out of pocket maximum or similar requirement under any Employee Benefit Plan that the Purchaser may provide to such employees to the extent of amounts previously credited for such purposes under the applicable plans of the Company and its Subsidiaries, (C) not apply to such employees, in the plan year in which the Closing occurs, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any Employee Benefit Plan that the Purchaser may provide to such employees to the extent waiting periods, pre-existing conditions, exclusions and requirements were satisfied under the corresponding Company Benefit Plans and (D) in the sole discretion of the Purchaser or as required by Law, either (x) honor in full all accrued but unused vacation accrued in accordance with Company policy and recognize pre- and post-Closing service with the Company or its Subsidiaries (including credit for service with predecessor employers as currently recognized under the applicable Company Benefit Plans) for purposes of deductibles, co-payments and maximum out-accrual of pocket limits under any group health planvacation following the Closing Date or (y) pay to the applicable employees the value of the benefits set forth in Section 6.5(a)(ii)(D)(x). (db) Without limiting Prior to the foregoingClosing and effective as of no later than the Closing Date, Parent shall, the Company shall take all actions necessary to cause it or shall cause the Surviving Corporation and one of its Subsidiaries toto accept the transfer from the DMS Entities of the Employee Benefit Plans set forth on Section 6.5(b) of the Disclosure Schedule and all other related agreements (the “Transferring Plans”), pay severance benefits and the Company shall assume all rights and obligations with respect to persons who were salaried employees such Transferring Plans. (c) All provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective Parties hereto and shall not create any right in any other Person, including any employee or former employee of the Company or any of the Company its Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, participant or beneficiary in accordance with the terms any Company Benefit Plan. Nothing contained in this Agreement shall be deemed to constitute an amendment to any Company Benefit Plan or any Employee Benefit Plan of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective TimePurchaser.

Company Benefit Plans. (a) For a period of at least two years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to continue to maintain the Company's existing compensation, severance, welfare and its Subsidiaries topension benefit plans, honor in accordance with their terms all the Company Benefit Plans programs and Company Union Contracts. arrangements (other than any stock- based plans, programs and arrangements for which alternative incentive compensation plans will be put into effect pursuant to paragraph (b) Notwithstanding anything herein to below) for the contrary, for at least one (1) year following the Closing, Parent shall, benefit of current and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such former employees of the Company and its subsidiaries (subject to such modification as may be required by applicable law or to maintain the tax exempt status of any such plan which is intended to be qualified under Section 401(a) of the Company Subsidiaries immediately prior to the Effective TimeCode); provided, however, that this Section 6.7(bnothing herein shall prohibit Parent from (i) shall replacing any such existing plan, program or arrangement with a plan, program or arrangement which provide such employees with benefits which are not apply less favorable in the aggregate than the benefits that would have been provided under such existing plan, program or arrangement to any negotiated labor agreementsthe extent such replacement is permitted under the terms of the applicable plan, which program or arrangement or (ii) including current employees of the Company in the plans, programs and arrangements generally available to employees of Parent and its subsidiaries other than the Surviving Corporation shall honor according to their terms; and providedin lieu of participation in any Company plan, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on program or after April 1, 2008arrangement. (cb) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all All service with the Company and any of the Company Subsidiaries (including service recognized credited to each employee by the Company or any of through the Company Subsidiaries Effective Time shall be recognized by Parent for service with other entities) all purposes, including for purposes of determining eligibility, vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, benefit accruals under any employee benefit plan, policy or program maintained plan provided by Parent or for the benefit of the employees; provided, however, that, to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent may be reduced by amounts payable under similar Company plans with respect to the same periods of service. Any benefits accrued by employees of the Company and its subsidiaries prior to the Effective Time under any of the Company's defined benefit pension plans that employ a final average pay formula shall be calculated based on such employees' final average pay with the Surviving Corporation or any successor to the Surviving Corporation or other affiliate of their respective Subsidiaries that cover employees Parent employing such employees. In addition, with respect to any welfare benefit plan established or former maintained by Parent or its subsidiaries for the benefit of employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoingCompany, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries relevant subsidiary to, pay severance benefits to persons who were salaried employees waive any pre-existing condition exclusions (other than any pre-existing condition that was not waived by a Company plan) and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by any employee of the Company (or any covered dependent of such an employee) shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time in respect of such current plan year. (c) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume the severance policies, employment agreements, executive termination agreements and individual benefit arrangements listed in Schedule 3.09 of the Company Subsidiaries prior Disclosure Schedule. (d) The provisions of this Section 6.06 shall not apply to any employee subject to the terms of a collective bargaining plan. (e) The Company may pay bonuses with respect to 1995 to participants in the Company's Key Employees Long-Term Compensation Plan (the "Long-Term Plan") in an amount per participant not to exceed 60% of base salary as in effect on January 1, 1995, and in an aggregate amount not to exceed $5.0 million. With respect to all other outstanding Contingent Incentive Awards granted under the Long-Term Plan (payable in respect of calendar years 1996 and 1997), such awards shall be cancelled as of the Effective Time in exchange for the amounts determined in accordance with, and whose employment with payable subject to the Companyterms of, this Section 6.06(e). As of the Effective Time, the Surviving Corporation or any value of their respective Subsidiaries is terminated within two each Contingent Incentive Award shall be (2i) years following determined using a price per share of Company Common Stock of $40 and (ii) otherwise limited to the Closing, portion of such award accrued as of the Effective Time by the Company for income statement purposes in accordance with generally accepted accounting principles and past practice. The amount determined in accordance with the terms immediately preceding sentence shall be paid to the holder of each cancelled Contingent Incentive Award on January 1, 1997; provided, however, that such amount shall be forfeited upon any termination of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately participant's employment prior to such date other than as a consequence of death, disability, retirement under the Effective TimeCompany's pension plans or involuntary termination under the severance policy applicable to the participant.

Company Benefit Plans. Prior to the Closing Date, the Company shall make, or cause to be made, all contributions and pay all premiums under each Company Benefit Plan and ERISA Affiliate Plan, other than a pension benefit plan within the meaning of ERISA § 3(2), with respect to periods ending on or prior to the Closing Date. Effective as of the Closing, the Company shall maintain all of the Company Benefit Plans, and, at the Excluded Subsidiaries’ sole cost and expense (awhich the Majority Shareholder shall cause the Excluded Subsidiaries to pay), shall allow all employees currently in each such Company Benefit Plan that effective as of the Closing will be employed by the Excluded Subsidiaries, to maintain coverage in such Company Benefit Plan through and including the last day of the calendar month during which the Closing occurs, but only to the extent permitted under the terms of such Company Benefit Plans and their underlying insurance policies and excluding the Company’s 401(k) Parent shallplan. Effective as of the first day of the calendar month immediately following the calendar month during which the Closing occurs, all employees of the Excluded Subsidiaries will be transferred to one or more Employee Benefit Plans sponsored or maintained by one or more of the Excluded Subsidiaries or an Affiliate thereof. The Company shall terminate its 401(k) plan no later than the day prior to the Closing Date and shall bear any expense of terminating such 401(k) plan; provided that such termination shall be cancelled if the Closing does not occur. The Purchaser shall bear any and all costs and expense in connection with the operating costs and the termination of any other Company Benefit Plans incurred after the Closing, including, in the event of any termination of tail reinsurance coverage, the amount of any claims that exceed the Company’s and the Subsidiaries’ “spec” limit of $75,000 and the plans aggregate claim costs. From and after the Closing Date, except as otherwise provided above with respect to employees that effective as of the Closing Date will be employed by the Excluded Subsidiaries, the Purchaser shall assume, and shall cause the Surviving Corporation Company and its the Subsidiaries to, honor in accordance to pay as and when due: (i) all amounts with their terms respect to any and all claims incurred prior to the Closing Date under the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein with respect to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and any current or former employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any Subsidiary or their covered dependents, including any and all tail liabilities for current claims in process as of the Company Subsidiaries immediately prior Closing Date, but only to the Effective Timeextent such amounts are reflected in the Final Working Capital Schedule; provided, however, that this Section 6.7(b(ii) shall not apply all amounts with respect to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan all claims incurred on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all service with Closing Date under the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits Benefit Plans with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any Subsidiary as of the Company Subsidiaries under any group health plan Closing Date or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, their covered dependents; and (iii) recognize the dollar amount of all expenses incurred by employees COBRA continuation coverage for any current or former employee of the Company or any Subsidiary as of the Company Subsidiaries and Closing Date or their dependents in covered dependents. For purposes of this paragraph, a claim shall be deemed to be incurred as of the plan year in which date the Closing occurs participant receives the services or goods that gave rise to such claim, regardless of when the claim was reported for purposes of deductiblesreceiving the benefit to which the claim relates. To the extent the amounts under clause (i) in this Section 7.8(a) are not reflected in the Final Working Capital Schedule, co-payments the Majority Shareholder shall indemnify and maximum out-of pocket limits under any group health plan. (d) Without limiting hold harmless the foregoingPurchaser, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay severance benefits to persons who were salaried employees of the Company or and the Subsidiaries from any of the Company Subsidiaries prior and all Losses relating to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, such amounts in accordance with the terms terms, conditions, procedures and limitations of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective TimeArticle XI of this Agreement.

Company Benefit Plans. (a) For a period of at least two years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to continue to maintain the Company's existing compensation, severance, welfare and its Subsidiaries topension benefit plans, honor in accordance with their terms all the Company Benefit Plans programs and Company Union Contracts. arrangements (other than any stock-based plans, programs and arrangements for which alternative incentive compensation plans will be put into effect pursuant to paragraph (b) Notwithstanding anything herein to below) for the contrary, for at least one (1) year following the Closing, Parent shall, benefit of current and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such former employees of the Company and its subsidiaries (subject to such modification as may be required by applicable law or to maintain the tax exempt status of any such plan which is intended to be qualified under Section 401(a) of the Company Subsidiaries immediately prior to the Effective TimeCode); provided, however, that this Section 6.7(bnothing herein shall prohibit Parent from (i) shall replacing any such existing plan, program or arrangement with a plan, program or arrangement which provide such employees with benefits which are not apply less favorable in the aggregate than the benefits that would have been provided under such existing plan, program or arrangement to any negotiated labor agreementsthe extent such replacement is permitted under the terms of the applicable plan, which program or arrangement or (ii) including current employees of the Company in the plans, programs and arrangements generally available to employees of Parent and its subsidiaries other than the Surviving Corporation shall honor according to their terms; and providedin lieu of participation in any Company plan, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on program or after April 1, 2008arrangement. (cb) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit all All service with the Company and any of the Company Subsidiaries (including service recognized credited to each employee by the Company or any of through the Company Subsidiaries Effective Time shall be recognized by Parent for service with other entities) all purposes, including for purposes of determining eligibility, vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, benefit accruals under any employee benefit plan, policy or program maintained plan provided by Parent or for the benefit of the employees; provided, however, that, to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent may be reduced by amounts payable under similar Company plans with respect to the same periods of service. Any benefits accrued by employees of the Company and its subsidiaries prior to the Effective Time under any of the Company's defined benefit pension plans that employ a final average pay formula shall be calculated based on such employees' final average pay with the Surviving Corporation or any successor to the Surviving Corporation or other affiliate of their respective Subsidiaries that cover employees Parent employing such employees. In addition, with respect to any welfare benefit plan established or former maintained by Parent or its subsidiaries for the benefit of employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived under the Company Benefit Plans, and (iii) recognize the dollar amount of all expenses incurred by employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibles, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoingCompany, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries relevant subsidiary to, pay severance benefits to persons who were salaried employees waive any pre-existing condition exclusions (other than any pre-existing condition that was not waived by a Company plan) and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by any employee of the Company (or any covered dependent of such an employee) shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time in respect of such current plan year. (c) Parent hereby agrees to cause the Surviving Corporation to honor (without modification) and assume the severance policies, employment agreements, executive termination agreements and individual benefit arrangements listed in Schedule 3.09 of the Company Subsidiaries prior Disclosure Schedule. (d) The provisions of this Section 6.06 shall not apply to any employee subject to the terms of a collective bargaining plan. (e) The Company may pay bonuses with respect to 1995 to participants in the Company's Key Employees Long-Term Compensation Plan (the "Long-Term Plan") in an amount per participant not to exceed 60% of base salary as in effect on January 1, 1995, and in an aggregate amount not to exceed $5.0 million. With respect to all other outstanding Contingent Incentive Awards granted under the Long-Term Plan (payable in respect of calendar years 1996 and 1997), such awards shall be cancelled as of the Effective Time in exchange for the amounts determined in accordance with, and whose employment with payable subject to the Companyterms of, this Section 6.06(e). As of the Effective Time, the Surviving Corporation or any value of their respective Subsidiaries is terminated within two each Contingent Incentive Award shall be (2i) years following determined using a price per share of Company Common Stock of $40 and (ii) otherwise limited to the Closing, portion of such award accrued as of the Effective Time by the Company for income statement purposes in accordance with generally accepted accounting principles and past practice. The amount determined in accordance with the terms immediately preceding sentence shall be paid to the holder of each cancelled Contingent Incentive Award on January 1, 1997; provided, however, that such amount shall be forfeited upon any termination of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately participant's employment prior to such date other than as a consequence of death, disability, retirement under the Effective TimeCompany's pension plans or involuntary termination under the severance policy applicable to the participant.

Company Benefit Plans. (a) Parent Acquiror hereby agrees to the following provisions: (i) Prior to the Effective Time, the Company will terminate the employment of each of the employees of the Company identified by Acquiror (unless such employee’s employment has previously been terminated for any reason). (ii) At the Effective Time, Acquiror shall offer employment with the Surviving Corporation or an Affiliate of Acquiror to all employees of the Company and the Company Subsidiaries (other than those terminated pursuant to clause (i) above). Any offer of employment shall be subject to Acquiror’s or such Affiliate’s policies and procedures on background checks and confirmation of immigration status of each such employee. Such employment shall be on an at-will basis. (iii) Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms all each applicable Affiliate of Acquiror who employs the Company Benefit Plans and Company Union Contracts. (b) Notwithstanding anything herein to the contrary, for at least one (1) year following the Closing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, provide employees of the Surviving Corporation and it Subsidiaries with compensation and employee benefits which, in the aggregate, are no less favorable to such employees than the compensation and employee benefits in effect for such employees of the Company or any of and the Company Subsidiaries immediately prior to the Effective Time; provided, however, that this Section 6.7(b) shall not apply to any negotiated labor agreements, which the Surviving Corporation shall honor according to their terms; and provided, further, that no further benefits shall be required to be accrued under the North Pittsburgh Telephone Company Retirement Income Restoration Plan on or after April 1, 2008. (c) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) credit assume all service with the Company and any of the Company Subsidiaries (including service recognized by the Company or any of the Company Subsidiaries for service with other entities) for purposes of determining vesting and eligibility, and for purposes of determining the level of benefits with respect to vacation, paid time off and severance, under any employee benefit plan, policy or program maintained by Parent or the Surviving Corporation or any of their respective Subsidiaries that cover employees or former employees of the Company after the Closing, (ii) waive any pre-existing condition or limitation or exclusion with respect to employees of the Company or any of the Company Subsidiaries under any group health plan or other welfare benefit plan to the extent they were waived or would be waived liabilities under the Company Benefit Plans, and under all policies, agreements, programs and plans described in Section 6.5(c) below. (iiiiv) recognize For a period of at least two years after the dollar amount Effective Time, Acquiror shall, or shall cause an Affiliate of the Acquiror to, provide to all expenses incurred individuals who are employees of the Company and the Company Subsidiaries as of immediately prior to the Effective Time and their eligible beneficiaries (the “Covered Persons”) with medical, dental and vision benefits (the “Covered Benefits”) on terms that are no less favorable in any respect to the medical, dental and vision benefits provided to such Covered Persons by the Company immediately prior to the Effective Time. The Covered Benefits shall be provided to the Covered Persons at Acquiror’s sole expense, and shall continue to be provided pursuant to this Section 6.5(a)(iv) regardless of whether such Covered Persons subsequently become eligible for medical, dental or vision insurance from another employer. Notwithstanding any provision of this Section 6.5(a)(iv) to the contrary, any Covered Person who becomes actively employed by the Acquiror or any Affiliate of the Acquiror (other than the Company) following the Effective Time (a “Transferred Employee”) shall no longer be entitled to the Covered Benefits as described in the preceding two sentences, but shall be entitled to participate in the medical, dental and vision plans, programs and arrangements (if any) of the Acquiror or any Affiliate of the Acquiror (other than the Company) (the “Acquiror Plans”) that actively employs such Transferred Employee pursuant to the terms of such Acquiror Plans. (b) All service credited to each employee by the Company through the Effective Time shall be recognized by Acquiror, the Surviving Corporation and the applicable Affiliate of Acquiror for all purposes, including for purposes of eligibility, vesting, benefit accruals (but excluding benefit accrual under any defined benefit plan) and level of benefits under any employee benefit plan provided by Acquiror or each applicable Affiliate of Acquiror for the benefit of such employees. With respect to any welfare benefit plan established or maintained by Acquiror or its Affiliates or Subsidiaries for the benefit of employees of the Company or any of the Company Subsidiaries and their dependents in the plan year in which the Closing occurs for purposes of deductibleseligible dependents, co-payments and maximum out-of pocket limits under any group health plan. (d) Without limiting the foregoing, Parent Acquiror shall, or shall cause the relevant Affiliate or Subsidiary to, waive any pre-existing condition exclusions, eligibility waiting periods, and evidence of insurability requirements (to the same extent such limitations, waiting periods, or evidence of insurability requirements would not have applied under the relevant Company Benefit Plan) and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by any employee of the Company (or any covered dependent of such an employee) shall be taken into account for purposes of satisfying applicable deductible, offset, coinsurance and maximum out-of-pocket provisions (or similar payments or limitations) after the Effective Time in respect of such current plan year. (c) Acquiror hereby agrees, and agrees to cause the Surviving Corporation and its Subsidiaries toeach applicable Affiliate of Acquiror, pay to honor (without modification) and assume the severance benefits to persons who were salaried employees policies, employment agreements, and retention agreements listed in Section 3.16 of the Company or any of the Company Subsidiaries prior to the Effective Time and whose employment with the Company, the Surviving Corporation or any of their respective Subsidiaries is terminated within two (2) years following the Closing, in accordance with the terms of the North Pittsburgh Systems, Inc. Severance Plan as in effect immediately prior to the Effective TimeDisclosure Schedule.