Common use of Compensation and Benefits Generally Clause in Contracts

Compensation and Benefits Generally. (a) Except as otherwise agreed to by TRW, and except as required pursuant to the assumption or retention of collective bargaining agreements under Section 2.3 below, from the Closing Date until at least one year following the Closing Date, the TRW Automotive Group shall provide to Active TRW Automotive Employees, Shared Services Employees and Delayed Transfer Employees compensation and employee benefits which, in the aggregate and regardless of the form of such benefits, are at least as favorable as the compensation and benefits (including salary, the opportunity to earn performance based incentive compensation, fringe benefits, availability of paid leave, and pension and welfare benefits, but excluding equity-based compensation and benefits) which are provided by TRW or its Subsidiaries (as applicable) immediately prior to the Closing Date and which are listed on Schedule 5.10(a) of the Master Purchase Agreement. In addition, the TRW Automotive Group shall provide, from the Closing Date until at least one year following the Closing Date, to TRW Automotive Participants who are not active employees such post-termination benefits, in the aggregate, that are at least as favorable as the benefits described on Schedule 2.2(a) which were provided (or to be provided, in the case of deferred benefits) by TRW or its Subsidiaries (as applicable) immediately prior to the Closing Date. The foregoing shall not be construed to prevent (i) the amendment or termination of any particular plan or program or (ii) the termination of employment of any Active TRW Automotive Employee or any other person; provided however, that during such one-year period the Company and the TRW Automotive Subsidiaries shall not amend or terminate the severance policies which are (i) described on Schedule 2.2(a) and (ii) in effect immediately prior to the Closing Date. (b) As of the Closing Date, the Company and the TRW Automotive Subsidiaries shall credit each Active TRW Automotive Employee under severance benefit, vacation, sickness and other employee benefit plans or arrangements maintained or to be maintained by the Company or any Subsidiary of the Company for such Active TRW Automotive Employee, with service with TRW or any Subsidiary of TRW to the same extent recognized by TRW immediately prior to the Closing Date for similar TRW plans or arrangements provided that such service does not create a duplication of benefits.

Compensation and Benefits Generally. For not less than twelve (a12) Except as otherwise agreed months following the Closing, subject to any requirements imposed by TRWapplicable Law, Buyer shall, and except as required pursuant to the assumption or retention of collective bargaining agreements under Section 2.3 below, from the Closing Date until at least one year following the Closing Date, the TRW Automotive Group shall provide to Active TRW Automotive Employees, Shared Services Employees and Delayed Transfer Employees compensation and employee benefits which, in the aggregate and regardless of the form of such benefits, are at least as favorable as the compensation and benefits cause its Affiliates (including salary, the opportunity to earn performance based incentive compensation, fringe benefits, availability of paid leave, and pension and welfare benefits, but excluding equity-based compensation and benefits) which are provided by TRW or its Subsidiaries (as applicable) immediately prior to the Closing Date and which are listed on Schedule 5.10(a) of the Master Purchase Agreement. In addition, the TRW Automotive Group shall provide, from the Closing Date until at least one year following the Closing Date, to TRW Automotive Participants who are not active employees such post-termination benefits, in the aggregate, that are at least as favorable as the benefits described on Schedule 2.2(a) which were provided (or to be provided, in the case of deferred benefits) by TRW or its Subsidiaries (as applicable) immediately prior to the Closing Date. The foregoing shall not be construed to prevent (i) the amendment or termination of any particular plan or program or (ii) the termination of employment of any Active TRW Automotive Employee or any other person; provided however, that during such one-year period the Company and the TRW Automotive Subsidiaries shall not amend or terminate the severance policies which Subsidiaries) to, provide to those individuals who are (i) described on Schedule 2.2(a) and (ii) in effect immediately prior to the Closing Date. (b) As of the Closing Date, the Company and the TRW Automotive Subsidiaries shall credit each Active TRW Automotive Employee under severance benefit, vacation, sickness and other employee benefit plans or arrangements maintained or to be maintained employed by the Company or any Subsidiary of the Company for such Active TRW Automotive Employee, with service with TRW or any Subsidiary of TRW to the same extent recognized by TRW immediately prior to the Closing Date who remain in the employment of the Company or an Affiliate or successor of the Company (the “Continuing Employees”), (i) base salaries at least equal to those in effect for Continuing Employees immediately prior to the Closing, (ii) bonus opportunities substantially comparable to those made available to similarly situated employees of the Buyer and its Affiliates and (iii) employee benefits that in the aggregate are substantially similar TRW to those either (X) provided by Seller and its Affiliates (including the Company), as applicable, to such persons immediately prior to the Closing, as and to the extent disclosed by Seller on Schedules 4.16(a) and 7.4(a) or (Y) provided to similarly situated employees of the Buyer and its Affiliates, in each case excluding equity-based compensation, provided, however, that nothing herein will (A) prevent the amendment or termination at any time of any specific employee benefit plan or arrangement of Buyer or its Affiliates, or (B) interfere with the Buyer’s or any of its Affiliates’ right or obligation to make such changes as are necessary to comply with applicable Law. Buyer shall recognize all pre-Closing service of Continuing Employees with the Seller and its Affiliates (including the Company) as if such service were with Buyer, for all employment purposes, including for vesting eligibility and accrual purposes under any employee benefit plans of the Buyer or arrangements provided its Affiliates as well as for any entitlements (including severance) of Continuing Employees on termination of their employment; provided, however, that such service does shall not create be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or for the purposes of any equity or equity-based compensation plan of Buyer. Buyer or its Affiliates shall use reasonable best efforts to cause the waiver of any waiting periods for participation in any employee benefit plans of Buyer or its Affiliates in which any Continuing Employee may be eligible. During the twelve (12) month period following the Closing, except where required by applicable Law, Buyer agrees that it will not, and it will cause the Company to not, condition continued employment of Continuing Employees on successful completion of screening processes, such as background checks or drug tests.