Common use of Compensation and Benefits Comparability Clause in Contracts

Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Parent shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Parent and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) the same base salary or wage rate as in effect for such Business Employee immediately prior to the Closing, (ii) equity and annual cash incentive compensation opportunities (including a holiday bonus in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorable, in the aggregate, than those in effect for such Business Employee immediately prior to the Closing, (iii) employee benefits that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for such Business Employee immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), (iv) severance benefits that are no less favorable than those outlined in Section 6.2(a)(iv) of the Seller Disclosure Schedules and as in effect with at the execution of this Agreement, and as applicable to the particular groups of Scheduled Business Employees, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to any Business Employee covered by a Collective Bargaining Agreement, Parent shall provide for such compensation and benefits as are required to be provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement.

Compensation and Benefits Comparability. For a period of one (1) year following commencing on the ClosingClosing Date and ending on December 31, 2018, or such longer period as required by applicable Law, Parent Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Parent Purchaser and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) the same base salary or wage rate as rates that are not less than those in effect for each such Business Transferred Employee immediately prior to the Closing, (ii) equity and annual cash incentive compensation opportunities (including a holiday bonus that, in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15each case, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorable, in the aggregate, favorable than those in effect for each such Business Transferred Employee immediately prior to the ClosingClosing (excluding for this purpose any one-time or otherwise special or non-ordinary course incentive compensation opportunities), (iii) employee benefits (other than defined benefit pension benefits) that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to no less favorable than those in effect for each such Business Employee immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), (iv) defined benefit pension benefits that are no less favorable than those provided to similarly situated employees of Purchaser and its Affiliates, and (v) severance benefits that are no less favorable than those outlined in Section 6.2(a)(ivthe greater of (A) of the severance benefits that would have been payable to each such Transferred Employee under the Seller Disclosure Schedules and as Benefit Plan in effect with at which such Transferred Employee participated or was eligible for benefits immediately prior to the execution of this AgreementClosing, and as (B) the severance benefits applicable to similarly situated employees of Purchaser or its Affiliates, in the particular groups case of Scheduled Business Employeesclauses (A) and (B), taking into account such Business Transferred Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to any Business Employee covered by a Collective Bargaining Agreement, Parent shall provide for such compensation and benefits as are required to be provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement.

Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Parent Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Business Employee (other than any Business Employee who is covered by a Collective Bargaining Agreement) during his or her employment with Parent Purchaser and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) the same base salary or wage rate as rates that are not less than those in effect for each such Business Employee immediately prior to the Closing, (ii) equity and annual short-term cash incentive compensation opportunities (including a holiday bonus at target level that, in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15each case, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorable, in the aggregate, favorable than those in effect for each such Business Employee immediately prior to the Closing (excluding for this purpose any one-time or otherwise special or non-ordinary course incentive compensation opportunities) (it being understood that in lieu of equity compensation awards to those Business Employees who as of immediately prior to the Closing were eligible for Seller equity compensation awards, Purchaser may (A) provide long-term incentive awards that are settled in cash or (B) increase the base salary and/or short-term cash incentive compensation opportunity, in either case, in an amount sufficient to replace the grant date value of the Business Employee’s equity compensation opportunity prior to the Closing), (iii) employee benefits that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for each such Business Employee immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), and (iv) subject to any applicable release of claims requirements, severance benefits that are no less favorable than those outlined the severance benefits that would have been payable to each such Business Employee under the Seller Benefit Plan in which such Business Employee participated, or was eligible for, immediately prior to the Closing, as set forth on Section 6.2(a)(iv6.2(a) of the Seller Disclosure Schedules and as in effect with at the execution of this Agreement, and as applicable to the particular groups of Scheduled Business EmployeesSchedules, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to the terms and conditions of employment for any Business Employee Transferred Employees who are covered by a Collective Bargaining Agreement, Parent Agreement shall provide for be governed by such compensation and benefits as are required to be provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement.

Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period Except as otherwise required by applicable Law, Parent for a period of twelve (12) months following the Closing (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Parent and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) Employee: (i) the same base salary or wage rate as in effect for such Business Employee immediately prior to the Closing, (ii) equity rates of hourly wages and annual cash incentive compensation opportunities (including a holiday bonus in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that salaries which are no less favorable, in the aggregate, favorable than those in effect for such Business Employee immediately prior to the Closing, (iii) employee benefits that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for such Business Employee Transferred Employees received immediately prior to the Closing; provided(ii) annual target cash bonus and target cash incentive 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 is not greater than thirty (30) miles from the Transferred Employee’s primary work location as of immediately prior to the Closing (which, howeverfor the avoidance of doubt, that Parent (may be deemed either to be the Transferred Employee’s primary residence, if such Transferred Employee is working remotely, or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iiithe 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 (v) 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 than those outlined in Section 6.2(a)(ivthe greater of (A) of the severance benefits that would have been payable to each such Business Employee under the Seller Disclosure Schedules and as in effect with at the execution of this AgreementSeverance Policy, and as applicable (B) the severance benefits payable to similarly situated employees of Purchaser or its Affiliates, in the particular groups case of Scheduled Business Employeesclause (A) and clause (B), taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. The employment compensation, benefits and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to any Business Employee covered by a Collective Bargaining Agreement, Parent shall provide for such compensation and benefits as are terms required to be provided to such Business Employee pursuant to the terms by Purchaser or one of the applicable Collective Bargaining Agreement. Parent covenants in its Affiliates under this Section 6.2(a9.3(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreementtheir totality shall constitute a “Comparable Offer.”

Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period Except as otherwise required by applicable Law, Parent for a period of twelve (12) months following the Closing (the “Protected Period”), Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Parent Employee: (i) rates of hourly wages and its Affiliates within such applicable period annual base salaries which are no less favorable than those the Transferred Employees received immediately prior to the Closing Date; (and, ii) with respect to any Parent or Affiliate compensation or benefits bonus performance cycle under Purchaser’s annual cash bonus program that apply following 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 termination percentage of employment, salary than the applicable period thereafter) (i) potential target amount provided to the same base salary or wage rate as in effect for such Business Employee Transferred Employees under the Annual Bonus Plan immediately prior to the Closing, Closing Date; (iiiii) equity and annual cash long-term incentive compensation opportunities (including a holiday bonus which may be delivered in the amount form of two percent (2%cash, equity or a combination thereof) as set forth in Section 6.2(a) of annualized base salary or wage rate as in effect 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 November 15immediately prior to the Closing (which for the avoidance of doubt may be deemed either to be the Business Employee’s primary residence, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awardsif such Business Employee is working remotely, or special or “spot” bonusesthe 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 not accounting for vesting schedule applicable to same under the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) Purchaser DC Plans, that are no less favorable, in the aggregate, favorable than those provided under the Seller DC Plans as of the date of this Agreement, and those other benefits set forth in effect for 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 Business Employee Transferred Employees immediately prior to the ClosingClosing Date. In addition, (iii) employee benefits thatif, in during the aggregateProtected Period, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for such Business Employee immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement a Transferred Employee’s employment is terminated under circumstances which would have entitled such employee to severance benefits with cash compensation, at its discretion, to satisfy this under the Seller Severance Policy identified in Section 6.2(a)(iii3.15(a) of the Seller Disclosure Schedules (the “Seller Severance Policy”), (iv) Purchaser shall provide to such Transferred Employee severance benefits that are no less favorable than those outlined in Section 6.2(a)(ivthe greater of (A) of the severance benefits that would have been payable to each such Business Employee under the Seller Disclosure Schedules and as in effect with at the execution of this AgreementSeverance Policy, and as (B) the severance benefits applicable to similarly situated employees of Purchaser or its Affiliates, in the particular groups case of Scheduled Business Employeesclauses (A) and (B), taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. The employment compensation, benefits and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to any Business Employee covered by a Collective Bargaining Agreement, Parent shall provide for such compensation and benefits as are terms required to be provided to such Business Employee pursuant to the terms by Purchaser or one of the applicable Collective Bargaining Agreement. Parent covenants in its Affiliates under this Section 6.2(a) are subject in their totality shall constitute a “Comparable Offer”. The offers of employment from Purchaser shall maintain the 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 substantially similar scope of responsibilities of each such Transferred Employee, in each case to the information provided extent specified in Section 3.19(b) of such Transferred Employee’s offer, at the Seller Disclosure Schedules as disclosed as of the execution of this Agreementsame or higher levels.

Compensation and Benefits Comparability. For a period of one (1) year following the Closing, or such longer period as required by applicable Law, Parent Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Business Employee during his or her employment with Parent Purchaser and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employment, the applicable period thereafter) (i) the same base salary or wage rate as rates that are not less than those in effect for each such Business Employee immediately prior to the Closing, (ii) equity short and annual cash long-term incentive compensation opportunities (including a holiday bonus in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorabletargets that, in the aggregate, are no less favorable than those in effect for each such Business Employee immediately prior to the Closing (it being understood that in lieu of equity compensation awards, Purchaser may provide long-term incentive awards that are settled in cash in an amount sufficient to replace the grant date value of the Business Employee’s equity incentive compensation opportunity prior to the Closing), (iii) other compensation and employee benefits that, in the aggregate, are no less favorable than those in effect for each such Business Employee immediately prior to the Closing, (iii) employee benefits that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for such Business Employee immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), and (iv) severance benefits in case of termination without cause that are no less favorable than those outlined in Section 6.2(a)(ivthe greater of (A) of the severance benefits that would have been payable to each such Business Employee under the Seller Disclosure Schedules and as Benefit Plan in effect with at which such Business Employee participated, or was eligible for, immediately prior to the execution of this AgreementClosing, and as (B) the severance benefits applicable to similarly situated employees of Purchaser or its Affiliates, in the particular groups case of Scheduled Business Employeesclauses (A) and (B), taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing. Purchaser and its Affiliates (including the Purchased Entities) shall, and (v) Parent-required in addition to meeting the applicable requirements of this Section 6.2, comply with any additional obligations or Parent Affiliate-required work standards arising under applicable Laws or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoing, with respect to any Business Employee covered by a Collective Bargaining Agreement, Parent shall provide for such compensation and benefits as are required to be provided to such Business Employee pursuant to Contracts governing the terms and conditions of employment or termination of employment of the applicable Collective Bargaining AgreementBusiness Employees. Parent covenants in For the avoidance of doubt, any amounts payable under the Retention Awards shall be disregarded for this purpose of this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement6.2.

Compensation and Benefits Comparability. For a period of one (1) year following the ClosingClosing (which, notwithstanding Section 6.1(d), shall with respect to any Delayed Transfer Employee mean the Closing and not the date on which the applicable Delayed Transfer Employee’s employment commences with or transfers to the Purchased Entity or its Subsidiaries), or if shorter, the termination date of the Transferred Employee, or, if required, such longer period as required by applicable LawLaw (as applicable, Parent the “Continuation Period”), the Purchased Entity shall, or shall cause its Affiliates Subsidiaries to, provide to each the Transferred Employee Employees during his or her their employment with Parent the Purchased Entity and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following a termination of employmentemployment during the Continuation Period, the applicable period thereafter) (i) the same an annualized base salary or wage rate rate, as applicable, that are not less than those in effect for each such Business Transferred Employee immediately prior to the Closing, (ii) equity and annual short-term cash incentive compensation opportunities (including a holiday bonus other than retention, change in the amount of two percent (2%) of annualized base salary control, one-time or wage rate as in effect as of November 15, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or other special or “spot” bonusessimilar cash incentive compensation opportunities) at target level that, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that in each case, are no less favorable, in the aggregate, favorable than those in effect for each such Business Transferred Employee immediately prior to the Closing, (iii) employee benefits (including severance but excluding equity or equity-based, long-term incentive, retention, change in control, one-time or other special incentive, defined benefit pension and post-employment or retiree health and welfare and nonqualified deferred compensation benefits) that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for such Business Employee the Transferred Employees immediately prior to the Closing; provided, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), Closing and (iv) severance benefits that are no less favorable than those outlined in the severance guidance set forth on Section 6.2(a)(iv6.2(a) of the Seller Disclosure Schedules and as in effect with at the execution of this Agreement, and as applicable to the particular groups of Scheduled Business Employees, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred EmployeeSchedule. Notwithstanding the foregoing, with respect to the terms and conditions of employment for any Business Employee Transferred Employees who are covered by a Collective Bargaining Agreement, Parent Agreement shall provide for by governed by such compensation and benefits as are required to be provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution of this Agreement.

Compensation and Benefits Comparability. For a With respect to U.S. Transferred Employees, for the period commencing immediately following the Closing and ending on December 31 of one (1) the calendar year following the Closingcalendar year in which the Closing occurs (the “Continuation Period”), or such longer period as required by applicable Law, Parent Purchaser shall, or shall cause its Affiliates to, provide to each Transferred Employee during his or her employment with Parent Purchaser and its Affiliates within such applicable period (and, with respect to any Parent or Affiliate compensation or benefits that apply following A) a termination of employment, the applicable period thereafter) (i) the same base salary or base wage rate rates (as applicable) that are no less favorable than those in effect for each such Business Transferred Employee immediately prior to the Closing, (iiB) equity and target annual cash bonus opportunities and target long-term incentive compensation opportunities (including a holiday bonus in the amount of two percent (2%) of annualized base salary or wage rate as in effect as of November 15, 2023, and payable in December 2023, but not including transaction-related bonuses, retention bonuses or awards, or special or “spot” bonuses, and not accounting for the value of any acceleration or payout of any Seller or Seller Affiliate equity or incentive awards) that are no less favorable, favorable in the aggregate, aggregate than those in effect for each such Business Transferred Employee immediately prior to the Closing, (iiiC) employee other compensation and benefits (including retirement, health and welfare and fringe benefits) that, in the aggregate, are substantially comparable (excluding for the purposes of this determination, any Seller or Seller Affiliate benefits or opportunities related to employee stock purchase plans, health retirement accounts or retiree medical or life insurance, nonqualified deferred compensation plans or defined benefit pension plans) to those in effect for each such Business Transferred Employee immediately prior to the Closing; providedClosing and (D) with respect to terminations that occur during the Continuation Period, however, that Parent (or its Affiliate) shall be permitted to supplement such employee benefits with cash compensation, at its discretion, to satisfy this Section 6.2(a)(iii), (iv) severance benefits that are no less favorable than the greater of those outlined (x) that would have been provided to each such Transferred Employee in Section 6.2(a)(iv) of connection with a termination by the Seller Disclosure Schedules and as or its Affiliates under the Seller’s severance policy in effect with at as of January 1, 2021 and (y) provided by Purchaser to similarly-situated employees. Without limiting the execution generality of this AgreementSection 7.06(c)(i), Section 7.06(j), or Purchaser’s rights and/or obligations hereunder and as applicable to the particular groups of Scheduled Business Employees, taking into account such Business Employee’s additional period of service and increases (but not decreases) in compensation following the Closing, and (v) Parent-required or Parent Affiliate-required work or office location that is not located 50 or more miles from such Business Employee’s work or office location immediately prior to the Closing (unless such Business Employee consents to such relocation, and further, provided that Parent may satisfy this covenant by requiring Transferred Employees to work from home). This Section 6.2(a) shall not be construed as requiring Parent or its Affiliate to maintain employment for any specific period of time or to provide or maintain any specific incentive opportunity or benefit plan for any Transferred Employee. Notwithstanding the foregoingthereunder, with respect to any Business Employee U.S. Transferred Employees covered by a any Collective Bargaining Agreement, Parent effective from and after the Closing Date, Purchaser and its Affiliates shall provide for comply with applicable Law concerning such compensation and benefits as are required to be provided to such Business Employee pursuant to the terms of the applicable Collective Bargaining Agreement. Parent covenants Agreement in this Section 6.2(a) are subject to the information provided in Section 3.19(b) of the Seller Disclosure Schedules as disclosed as of the execution context of this Agreement.