Common use of Compensation and Benefits Comparability Clause in Contracts

Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Employee, for so long as such Company Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), and other employee benefits specifically required pursuant to this Article ‎VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take into account such Company Employee’s service with Seller or an Affiliate of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a), and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent Buyer will, or will cause the O&M Provider to, provide to each Company Transferring Employee, for so long as such Company Transferring Employee remains employed during the Continuation Period, (iA) base pay and annual incentive compensation opportunity opportunities that are not less than such Company Transferring Employee’s base pay and annual incentive compensation opportunity opportunities immediately prior to the Closing and (iiB) a total value of employee benefits that are no less favorable are, in the aggregate than aggregate, at least as favorable as the employee benefits provided to the Transferring Employees by Seller (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c)retiree health benefits, retiree life benefits, pension, medical costs, 401(k) matching, life insurance, long term disability and other employee benefits specifically required pursuant to this Article ‎VI) provided to such Company Employee immediately prior to the ClosingSection 6.07, but specifically excluding voluntary benefits), it being understood that the provisions of this sentence shall cease to apply with respect to a Company Transferring Employee upon termination of such Company Transferring Employee’s employment with Parent Buyer, the O&M Provider and its their Affiliates, as applicable, and that Parent Buyer or the O&M Provider, as applicable, need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. Provided that Buyer makes contributions to each Transferring Employee’s account under Buyer’s 401(k) Plan (as defined below) and/or provides cash bonuses to such Transferring Employee that, in the aggregate, equal or exceed the value indicated on the Employee List for each such Transferring Employee related to lost pension, retiree health, retiree life and equity-based compensation benefits during the Continuation Period, Seller agrees that Buyer shall have met Buyer’s obligations specifically for the value of lost pension, retiree health, retiree life and equity-based compensation benefits under clause (B) of this Section 6.07(c)(i). For the avoidance of doubt, nothing in this Agreement shall be construed to require Buyer or the O&M Provider to offer (i) retiree health or retiree life benefits, (ii) defined benefit pension benefits, (iii) voluntary benefits, or (iv) equity-based compensation to any Transferred Employees. If any Company Transferring Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Transferring Employee’s execution and non-revocation of a release of claimsclaims against Seller and, Parent as applicable, Buyer or the O&M Provider, Buyer will, or will cause the O&M Provider to, provide such Company Transferring Employee with the severance benefits pursuant to the terms of ParentSeller’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Planset forth on Schedule 6.07(b); provided, however, that the calculation of any such severance benefits shall take into account such Company Transferring Employee’s service with Seller or an Affiliate of Sellerits Affiliate. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Transferring Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a)whose employment is terminated by Buyer or the O&M Provider, and Purchaser Buyer shall, or shall be obligated to cause the O&M Provider to, pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Transferring Employee for any severance benefits that are alleged to be payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a)by Buyer or the O&M Provider. The form and terms of any particular benefit plan offered by Parent (a “New Plan”) Buyer or the O&M Provider, as applicable, shall be as determined by ParentBuyer or the O&M Provider, as applicable, subject to the foregoing and the other provisions of this Article ‎VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law6.

Compensation and Benefits Comparability. For Except as otherwise required by applicable Law, for a period commencing on of twelve (12) months following the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Protected Period”), Parent will Purchaser shall, or shall cause its Affiliates to, provide to each Company Transferred Employee, for so long as such Company Employee remains employed during the Continuation Period, : (i) base pay rates of hourly wages and annual incentive compensation opportunity that base salaries which are not no less favorable than such Company Employee’s base pay and annual incentive compensation opportunity those the Transferred Employees received immediately prior to the Closing and Date; (ii) with respect to any bonus performance cycle under Purchaser’s annual cash bonus program that begins after the Closing but during the Protected Period, annual cash bonus and cash incentive opportunities which are no less favorable with respect to target bonus as a percentage of salary than the potential target amount provided to the Transferred Employees under the Annual Bonus Plan immediately prior to the Closing Date; (iii) annual long-term incentive opportunities (which may be delivered in the form of cash, equity or a combination thereof) as set forth in Section 6.2(a) of the Seller Disclosure Schedules; (iv) a primary work location that is not greater than thirty (30) miles from the Business Employee’s primary work location as of immediately prior to the Closing (which for the avoidance of doubt may be deemed either to be the Business Employee’s primary residence, if such Business Employee is working remotely, or the Business Employee’s designated Business office workplace location); and (v) employee benefits that are substantially comparable, in the aggregate (specifically including an employer matching percentage and vesting schedule applicable to same under the Purchaser DC Plans, that are no less favorable than those provided under the Seller DC Plans as of the date of this Agreement, and those other benefits set forth in Section 6.2(a) of the Seller Disclosure Schedules, but specifically excluding equity compensation and employee stock purchase plan benefits), to those provided to such Transferred Employees immediately prior to the Closing Date. In addition, if, during the Protected Period, a Transferred Employee’s employment is terminated under circumstances which would have entitled such employee to severance benefits under the Seller Severance Policy identified in Section 3.15(a) of the Seller Disclosure Schedules (the “Seller Severance Policy”), Purchaser shall provide to such Transferred Employee severance benefits that are no less favorable in the aggregate than the employee greater of (A) the severance benefits (including equity-based compensation, severance benefits, that would have been payable to each such Business Employee under the non-qualified deferred compensation benefits identified in Section ‎6.3(c)Seller Severance Policy, and other employee (B) the severance benefits specifically required pursuant applicable to this Article ‎VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions similarly situated employees of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and Purchaser or its Affiliates, in the case of clauses (A) and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period(B), subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take taking into account such Company Business Employee’s additional period of service with Seller and increases in compensation following the Closing. The employment compensation, benefits and terms required to be provided by Purchaser or an Affiliate one of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations Affiliates under this Section ‎6.1(a), and 6.2(a) in their totality shall constitute a “Comparable Offer”. The offers of employment from Purchaser shall be obligated to pay maintain the benefit Business Employee’s then-current titles. In addition, during the Protected Period, for each Business Employee who has accepted an offer of employment from Purchaser, Purchaser shall maintain the title and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf substantially similar scope of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and terms responsibilities of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parenteach such Transferred Employee, subject in each case to the foregoing and extent specified in such Transferred Employee’s offer, at the other provisions of this Article ‎VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Lawsame or higher levels.

Compensation and Benefits Comparability. For Except as otherwise required by applicable Law, for a period commencing on of twelve (12) months following the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Protected Period”), Parent will Purchaser shall, or shall cause its Affiliates to, provide to each Company Transferred Employee, for so long as such Company Employee remains employed during the Continuation Period, : (i) base pay rates of hourly wages and annual base salaries which are no less favorable than those the Transferred Employees received immediately prior to the Closing; (ii) annual target cash bonus and target cash incentive compensation opportunity opportunities (including commissions) which are no less favorable than those provided to the Transferred Employees immediately prior to the Closing; (iii) a primary work location that are is not less greater than such Company thirty (30) miles from the Transferred Employee’s base pay and annual incentive compensation opportunity primary work location as of immediately prior to the Closing (which, for the avoidance of doubt, may be deemed either to be the Transferred Employee’s primary residence, if such Transferred Employee is working remotely, or the Transferred Employee’s designated Business office workplace location); (iv) employee benefits (including with respect to employer matching contributions under the Purchaser 401(k) Plan (as defined below)) that are substantially comparable, in the aggregate, to those provided to such Transferred Employees immediately prior to the Closing; and (iiv) a title that is the same or of the same status level, and scope of responsibilities that are the same as, substantially similar to, or that require the same skill set, in any such case that are in effect immediately prior to the Closing. In addition, if, during the Protected Period, a Transferred Employee’s employment is terminated under circumstances which would have entitled such employee to severance benefits under the Seller Severance Policy identified in Section 3.7(a) of the Seller Disclosure Schedule (the “Seller Severance Policy”), Purchaser shall provide to such Transferred Employee severance benefits that are no less favorable in the aggregate than the employee greater of (A) the severance benefits (including equity-based compensation, severance benefits, that would have been payable to each such Business Employee under the non-qualified deferred compensation benefits identified in Section ‎6.3(c)Seller Severance Policy, and other employee (B) the severance benefits specifically required pursuant payable to this Article ‎VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions similarly situated employees of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and Purchaser or its Affiliates, in the case of clause (A) and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Periodclause (B), subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take taking into account such Company Business Employee’s additional period of service with Seller and increases in compensation following the Closing. The employment compensation, benefits and terms required to be provided by Purchaser or an Affiliate one of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations Affiliates under this Section ‎6.1(a), and Purchaser 9.3(a) in their totality shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and terms of any particular benefit plan offered by Parent (constitute a “New PlanComparable Offer.”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. Prior to the Closing Date, Seller and its Affiliates shall take such actions as are necessary to ensure that, as of the Closing Date, no individual who is not a Business Employee is employed by the Company. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Business Employee, for so long as such Company Business Employee remains employed during the Continuation Period, Period (i) base pay and annual incentive compensation opportunity that are not less than such Company Business Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c6.3(d), and other employee benefits specifically required pursuant to this Article ‎VI‎Article VI) provided to such Company Business Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Business Employee upon termination of such Company Business Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Business Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Business Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Business Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Business Employee pursuant to the Gulf Power Southern Company 2017 Separation Pay Gas Severance Plan or the Southern Company Gas Officer Severance Plan, as applicable); provided, however, that the calculation of any such severance benefits shall take into account such Company Business Employee’s service with the Seller or an Affiliate of the Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Business Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a6.1(a), and Purchaser Parent shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Business Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a6.1(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VI‎Article VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Business Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. Prior to the Closing Date, and subject to Section 6.5, Seller and its Affiliates shall take such actions as are necessary to ensure that, as of the Closing Date all current Business Employees are employed by the Company and only individuals whose primary work functions are in support of the Business are employed by the Company. For a period commencing on the Closing Date and expiring at on the end earlier of (i) the first full calendar year following the year in which anniversary of the Closing Date occurs and (ii) December 31, 2024 (the “Continuation Period”), Parent Purchaser will provide to each Business Employee who becomes an employee of Purchaser or its Affiliates (including through continued employment with the Company after Closing) (a “Continuing Employee”), for so long as such Company Continuing Employee remains employed with Purchaser and its Affiliates during the Continuation Period, : (ix) base pay and annual that is no less than what was provided to such Continuing Employee immediately prior to the Closing, (y) target incentive compensation opportunity range that are not less than such Company Employee’s base pay and annual is substantially comparable to the target incentive compensation opportunity range that was provided to the Continuing Employee immediately prior to the Closing and (iiz) employee benefits (excluding severance, retention, change in control, defined benefit pension plan benefits and retiree health and welfare benefits) that are no less favorable substantially comparable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), and other employee benefits specifically required pursuant to this Article ‎VI) those provided to such Company Continuing Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Continuing Employee upon termination of such Company Continuing Employee’s employment with Parent Purchaser and its Affiliates, and that Parent Purchaser need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Continuing Employee’s employment is involuntarily terminated without cause during the Continuation Period, subject to such Company Continuing Employee’s execution and non-revocation of a release of claims, Parent Purchaser will provide such Company Continuing Employee with severance benefits pursuant to the terms of ParentPurchaser’s applicable severance plan or policy (which shall provide benefits with a cash severance amount that is at least as favorable as those that available to the Company Business Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); providedNextEra Energy, however, that the calculation of any such severance benefits shall take Inc. Employee Severance Plan taking into account such Company Business Employee’s service with as recognized by Seller or an Affiliate of Sellerfor benefits purposes. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Business Employees arising out of Parentterminations after Closing due to Purchaser’s failure to comply with its obligations under this Section ‎6.1(a), and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a6.1(a). The form and terms of any particular benefit plan offered by Parent Purchaser (a “New Plan”) shall be as determined by ParentPurchaser, subject to the foregoing and the other provisions of this Article ‎VIVI. Notwithstanding This Section 6.1(a) (other than the foregoing, this Section ‎6.1(afirst sentence hereof) shall not apply to any Company Continuing Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. For a With respect to Transferred Employees, for the period commencing immediately following the Closing and ending on the Closing Date and expiring at the end of the first full calendar year date that is twelve (12) months following the year in which Closing or the Closing Date occurs Delayed Closing, as applicable (the “Continuation Period”), Parent will the Purchaser shall, or shall cause its Affiliates to, provide to each Company EmployeeTransferred Employee solely during the period of his or her employment with the Purchaser and its Affiliates (and, with respect to any compensation or benefits that apply following a termination of employment, the applicable period thereafter) (A) base salary or base hourly wage rates that are no less favorable than those in effect for so long each such Transferred Employee immediately prior to the Closing or the applicable Delayed Closing, as applicable, (B) target annual cash bonus opportunities or bonus opportunity ranges, as applicable, that are no less favorable than those in effect for each such Company Transferred Employee remains employed immediately prior to the Closing or the applicable Delayed Closing, as applicable, and (C) other compensation and benefits (including retirement benefits, but excluding any defined benefit pension plans) that, in the aggregate, are substantially comparable to those in effect for similarly situated employees of the Purchaser or its applicable Affiliate. With respect to terminations that occur during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior the Purchaser shall or shall cause its Affiliate to the Closing and (ii) employee provide to each Transferred Employee severance benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), and other employee benefits specifically required pursuant substantially comparable to this Article ‎VI) those that would have been provided to each such Company Transferred Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply in connection with respect to a Company Employee upon an involuntary termination of such Company Employee’s employment with Parent and by the Purchaser or one of its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to Affiliates under the terms of Parent’s Seller Benefit Plans as in existence on the date of this Agreement, as applicable (excluding, for the avoidance of doubt, any severance plan or policy (which shall provide benefits at least under the Automile Holdings, LLC Transaction Bonus Plan, as favorable as those available to amended, and any employment agreement set forth in Section 4.12(f) of the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay PlanDisclosure Letter); provided, however, that the calculation of any such severance benefits shall take into account such Company be subject to the applicable Transferred Employee’s service timely execution and return of a release of claims in a form reasonably acceptable to the Purchaser or its Affiliate. Notwithstanding the foregoing, with Seller respect to Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date or an Affiliate of Seller. Following the applicable Delayed Closing Date, Seller as applicable, the Purchaser or its applicable Affiliate shall have no liability comply with applicable Law concerning such Collective Bargaining Agreement and the Purchaser’s or its applicable Affiliate’s obligations with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a)the compensation, benefits, and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and other terms of employment applicable to Transferred Employees covered by any particular benefit plan offered by Parent (a “New Plan”) Collective Bargaining Agreement shall be as set forth in the applicable Collective Bargaining Agreement or as otherwise determined by Parent, subject pursuant to the foregoing and the other provisions of this Article ‎VIapplicable collective bargaining relationship. Notwithstanding the foregoing, this Section ‎6.1(a7.06(c)(i) shall not apply to Executive Employees and to the extent that any Company Employee covered by a Labor Agreementoffers are made to Executive Employees, the terms of their compensation and conditions of whose employment benefits shall be as set out in governed by the applicable Labor Agreement (as it may be amended from time to time) and applicable Lawprovisions of offer letters or other individual agreements.

Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Business - 49 - Employee, for so long as such Company Business Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Business Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), 6.4 and other employee benefits specifically required pursuant to this Article ‎VIVI) provided to such Company Business Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Business Employee upon termination of such Company Business Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Business Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Business Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Business Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to if the Company Business Employee pursuant to was covered by that certain Stock Purchase Agreement by and among The Southern Company, Purchaser and Parent, dated as of the Gulf Power Company 2017 Separation Pay Plandate hereof); provided, however, that the calculation of any such severance benefits shall take into account such Company Business Employee’s service with the Seller or an Affiliate of the Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Business Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a6.2(a), and Purchaser Parent shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Business Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a6.2(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VIVI. Notwithstanding the foregoing, this Section ‎6.1(a6.2(a) shall not apply to any Company Business Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. For a With respect to Transferred Employees, for the period commencing immediately following the Closing and ending on the Closing Date and expiring at the end of the first full calendar year date that is twelve (12) months following the year in which Closing or the Closing Date occurs Delayed Closing, as applicable (the “Continuation Period”), Parent will the Purchaser shall, or shall cause its Affiliates to, provide to each Company EmployeeTransferred Employee solely during the period of his or her employment with the Purchaser and its Affiliates (and, with respect to any compensation or benefits that apply following a termination of employment, the applicable period thereafter) base salary or base hourly wage rates that are no less favorable than those in effect for so long each such Transferred Employee immediately prior to the Closing or the applicable Delayed Closing, as applicable, target annual cash bonus opportunities or bonus opportunity ranges, as applicable, that are no less favorable than those in effect for each such Company Transferred Employee remains employed immediately prior to the Closing or the applicable Delayed Closing, as applicable, and other compensation and benefits (including retirement benefits, but excluding any defined benefit pension plans) that, in the aggregate, are substantially comparable to those in effect for similarly situated employees of the Purchaser or its applicable Affiliate. With respect to terminations that occur during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior the Purchaser shall or shall cause its Affiliate to the Closing and (ii) employee provide to each Transferred Employee severance benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), and other employee benefits specifically required pursuant substantially comparable to this Article ‎VI) those that would have been provided to each such Company Transferred Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply in connection with respect to a Company Employee upon an involuntary termination of such Company Employee’s employment with Parent and by the Purchaser or one of its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to Affiliates under the terms of Parent’s Seller Benefit Plans as in existence on the date of this Agreement, as applicable (excluding, for the avoidance of doubt, any severance plan or policy (which shall provide benefits at least under the Automile Holdings, LLC Transaction Bonus Plan, as favorable as those available to amended, and any employment agreement set forth in Section 4.12(f) of the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay PlanDisclosure Letter); provided, however, that the calculation of any such severance benefits shall take into account such Company be subject to the applicable Transferred Employee’s service timely execution and return of a release of claims in a form reasonably acceptable to the Purchaser or its Affiliate. Notwithstanding the foregoing, with Seller respect to Transferred Employees covered by any Collective Bargaining Agreement, effective from and after the Closing Date or an Affiliate of Seller. Following the applicable Delayed Closing Date, Seller as applicable, the Purchaser or its applicable Affiliate shall have no liability comply with applicable Law concerning such Collective Bargaining Agreement and the Purchaser’s or its applicable Affiliate’s obligations with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a)the compensation, benefits, and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and other terms of employment applicable to Transferred Employees covered by any particular benefit plan offered by Parent (a “New Plan”) Collective Bargaining Agreement shall be as set forth in the applicable Collective Bargaining Agreement or as otherwise determined by Parent, subject pursuant to the foregoing and the other provisions of this Article ‎VIapplicable collective bargaining relationship. Notwithstanding the foregoing, this Section ‎6.1(a7.06(c)(i) shall not apply to Executive Employees and to the extent that any Company Employee covered by a Labor Agreementoffers are made to Executive Employees, the terms of their compensation and conditions of whose employment benefits shall be as set out in governed by the applicable Labor Agreement (as it may be amended from time to time) and applicable Lawprovisions of offer letters or other individual agreements.

Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Business Employee, for so long as such Company Business Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Business Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), 6.4 and other employee benefits specifically required pursuant to this Article ‎VIVI) provided to such Company Business Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Business Employee upon termination of such Company Business Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Business Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Business Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Business Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to if the Company Business Employee pursuant to was covered by that certain Stock Purchase Agreement by and among The Southern Company, Purchaser and Parent, dated as of the Gulf Power Company 2017 Separation Pay Plandate hereof); provided, however, that the calculation of any such severance benefits shall take into account such Company Business Employee’s service with the Seller or an Affiliate of the Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Business Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a6.2(a), and Purchaser Parent shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Business Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a6.2(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VIVI. Notwithstanding the foregoing, this Section ‎6.1(a6.2(a) shall not apply to any Company Business Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Employee, for so long as such Company Employee remains employed during the Continuation Period, (i) base pay and annual incentive compensation opportunity that are not less than such Company Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c), and other employee benefits specifically required pursuant to this Article ‎VI) provided to such Company Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Employee upon termination of such Company Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall provide benefits at least as favorable as those available to the Company Employee pursuant to the Gulf Power Company 2017 Separation Pay Plan); provided, however, that the calculation of any such severance benefits shall take into account such Company Employee’s service with Seller or an Affiliate of Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a), and Purchaser shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the - 56 - foregoing and the other provisions of this Article ‎VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.

Compensation and Benefits Comparability. Prior to the Closing Date, Seller and its Affiliates shall take such actions as are necessary to ensure that, as of the Closing Date, no individual who is not a Business Employee is employed by the Company. For a period commencing on the Closing Date and expiring at the end of the first full calendar year following the year in which the Closing Date occurs (the “Continuation Period”), Parent will provide to each Company Business Employee, for so long as such Company Business Employee remains employed during the Continuation Period, Period (i) base pay and annual incentive compensation opportunity that are not less than such Company Business Employee’s base pay and annual incentive compensation opportunity immediately prior to the Closing and (ii) employee benefits that are no less favorable in the aggregate than the employee benefits (including equity-based compensation, severance benefits, the non-qualified deferred compensation benefits identified in Section ‎6.3(c6.3(d), and other employee benefits specifically required pursuant to this Article ‎VI‎Article VI) provided to such Company Business Employee immediately prior to the Closing, it being understood that the provisions of this sentence shall cease to apply with respect to a Company Business Employee upon termination of such Company Business Employee’s employment with Parent and its Affiliates, and that Parent need not replicate specific items of compensation and employee benefits and may satisfy its obligations through a different combination of compensation and employee benefits than are provided prior to the Closing Date. If any Company Business Employee’s employment is terminated without cause during the Continuation Period, subject to such Company Business Employee’s execution and non-revocation of a release of claims, Parent will provide such Company Business Employee with severance benefits pursuant to the terms of Parent’s applicable severance plan or policy (which shall - 45 - provide benefits at least as favorable as those available to the Company Business Employee pursuant to the Gulf Power Southern Company 2017 Separation Pay Gas Severance Plan or the Southern Company Gas Officer Severance Plan, as applicable); provided, however, that the calculation of any such severance benefits shall take into account such Company Business Employee’s service with the Seller or an Affiliate of the Seller. Following the Closing Date, Seller shall have no liability with respect to severance benefits for Company Business Employees arising out of Parent’s failure to comply with its obligations under this Section ‎6.1(a6.1(a), and Purchaser Parent shall be obligated to pay the benefit for and indemnify and hold harmless Seller and its Affiliates from any claim by or on behalf of any Company Business Employee for any severance benefits that are payable due to Parent’s failure to comply with its obligations under this Section ‎6.1(a6.1(a). The form and terms of any particular benefit plan offered by Parent (a “New Plan”) shall be as determined by Parent, subject to the foregoing and the other provisions of this Article ‎VI‎Article VI. Notwithstanding the foregoing, this Section ‎6.1(a) shall not apply to any Company Business Employee covered by a Labor Agreement, the terms and conditions of whose employment shall be as set out in the applicable Labor Agreement (as it may be amended from time to time) and applicable Law.