Common use of Continuing Employees Clause in Contracts

Continuing Employees. A “Continuing Employee” is each employee of the Project Companies on the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (i) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing).

Continuing Employees. A “Continuing Employee” is (i) Following the Closing, Parent will give each employee who shall have been an employee of the Project Companies on Company or its Subsidiaries immediately prior to the Closing Date that is not subject and who becomes an employee of Parent or its Affiliates (the “Continuing Employees”) full credit for service with the Company to a collective bargaining agreementthe extent required by applicable Law. Until the earlier Effective as of one year after the Closing Date and thereafter, Parent shall, and shall cause the Company and Affiliates of Parent to (x) use commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods or evidence of insurability requirements under any health plan of the date the Continuing Employee ceases to be employed by Buyer Company, Parent or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (i) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant Parent extended to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility Current Employees after the Closing to be waived with respect to the Current Employees and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized their eligible dependents to the extent that (x) such recognition would result in a duplication of benefits for the same period of service limitations or (y) such service was requirements had been satisfied or do not recognized apply under the corresponding Project Companies Benefit Plan. In addition, an analogous compensation and without limiting the generality of the foregoing, (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan plan in which the Continuing Employee such Current Employees participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan Closing, (each such plany) recognize, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance annual deductible and out-of-pocket requirements applicable to such Continuing Employee limits under its medical, dental and his vision and drug plans, deductible and out-of-pocket expenses paid or her covered dependents for incurred by Current Employees in the plan calendar year in which such participation begins as if such amounts had been paid in accordance the Closing occurs and (z) fully credit Current Employees for purposes of eligibility and vesting, and for purposes of severance, vacation and/or paid-time-off accrual, for years of service with such New Plan. This Section 7.16 shall be binding upon and inure solely the Company prior to the Closing to the extent that such service was recognized under the corresponding Company Plan prior to the Closing for the Current Employee’s participation in any welfare benefit of each plan or pension plan (intended to qualify under Section 401(a) of the PartiesCode) of Parent (each a “Parent Plan”). For the avoidance of doubt, and nothing in this Section 7.16no incentive compensation, express bonus or implied, similar plan shall confer upon any other Person any rights or remedies constitute a Parent Plan for the purpose of any nature whatsoever under or by reason subclause (z) of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing5.04(a)(i).

Continuing Employees. A “Continuing Employee” is each employee The Buyer shall make severance payments to -------------------- employees of the Project United States Companies who meet the definition of Severed Employee in Section 10.2.5(a). The amount of severance payments shall be determined under Section 10.2.5(b). The Buyer shall have no obligation to make severance payments that the Sellers are obligated to make under Section 10.2.6. (a) A "Severed Employee" is any U.S. Continuing Employee (other than any Key Executives for which the Sellers have an obligation to make severance payments pursuant to section 10.2.6 hereof) who is terminated at any time within the one (1) year period commencing on the Closing Date that Date, other than for death, disability or cause, and other than voluntarily, and who executes any release of claims reasonably required under the terms of the applicable severance arrangement in Section 10.2.5(b) and/or by the Buyer. Transfer of employment from one Company to another Company or to an affiliate of the Buyer (if the employee is not subject transferred at substantially the same rate of pay and to a collective bargaining agreement. Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (isubstantially equivalent position) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized constitute termination for this purpose, unless the transfer presents a personal financial hardship to the extent that such employee. (xb) such recognition would result in The amount and type of severance benefits payable to a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing Severed Employee shall be immediately eligible the benefits set forth on Exhibit E, which are similar to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation those provided in the Mallinckrodt Strategic Change Initiative termination package (provided that, the Buyer, New Plan beginsMVI, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance the Veterinary Subsidiaries and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, affiliates shall not have any liability or (ivresponsibility for any additional enhancements to any Plan or Non-ERISA Plan) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severanceor, if anythe Severed Employee is a Key Executive with a letter agreement addressing severance payments and benefits, inter alia, the benefits shall be those set forth in effect the letter agreement instead of those set forth on Exhibit E. (c) Subject to subsection (b) set forth immediately above, the Buyer shall be responsible for providing health care continuation coverage that complies with the requirements of Part 6 of Title I of ERISA and Code section 4980B to Severed Employees, at the Severed Employees' sole cost and expense, under the Buyer's group health plans. (d) It is understood that each Severed Employee shall be entitled to receive payment for all earned and unused vacation for the calendar year of the termination of employment on and as of the Closing).date of severance. 10.2.6

Continuing Employees. A “Continuing Employee” is For a period of twelve (12) months following the Effective Time, each employee of the Project Companies on Company or any Subsidiary of the Closing Date that is not subject to a collective bargaining agreement. Until Company as of the earlier of one year Effective Time who remains employed by Parent, the Surviving Corporation or their respective Subsidiaries or affiliates after the Closing Date or the date the Effective Time (each, a “Continuing Employee ceases to Employee”) shall be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: provided with compensation (iother than equity-based compensation) base salary or hourly wage rate that is no less favorable in the aggregate than the base salary compensation (other than equity-based compensation) which such employee received from the Company or hourly wage rate provided by the Project Companies Subsidiary of the Company, as applicable, immediately prior to Closing; the Effective Time. For a period of twelve (ii12) bonus and incentive opportunities that are no less than months following the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of BuyerEffective Time, each Continuing Employee shall receive credit under either be provided with employee benefits that are no less favorable in the aggregate than the employee benefits which such plans for eligibility and vesting purposes and for any severance employee received from the Company or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality Subsidiary of the foregoingCompany, (1) each Continuing Employee shall be immediately eligible to participateas applicable, without any waiting time, in any and all as of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement Effective Time or, in the discretion of Parent, be provided with substantially similar employee benefits as those provided to a similarly situated employee of Parent. Prior to the Effective Time, the Company and any Subsidiary of the Project Companies Benefit Plan by the Buyer Plan Company shall use commercially reasonable efforts to facilitate communications between Parent (each such plan, a “New Plan”), or its representatives) and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day employees of the plan year for such Project Companies Benefit Plan, Buyer shall cause Company or any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion Subsidiary of the plan year ending on Company about the date such participation in transactions contemplated by this Agreement and the New Plan begins, to be taken into account under such New Plan for purposes terms of satisfying all deductible, coinsurance their employment (including compensation and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for benefits) following the plan year in which such participation begins as if such amounts had been paid in accordance with such New PlanEffective Time. This Section 7.16 6.13 shall be binding upon and inure solely to the benefit of each of the Partiesparties to this Agreement, and nothing in this Section 7.166.13, express or implied, (a) shall confer upon be treated as an amendment or other modification to any Company Employee Plan or other benefit plan, agreement or other arrangement, (b) shall limit the right of Parent, the Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any, to amend, terminate or otherwise modify any Company Employee Plan or other benefit plan, agreement or other arrangement following the Closing, or (c) shall create any third party beneficiary or other right (i) in any other Person Person, including, without limitation, any rights Employee or remedies current or former director, consultant or independent contractor of the Company (or any nature whatsoever under other individual associated therewith or by reason of this Section 7.16any union or collective bargaining representative thereof) or any participant in a Company Employee Plan or other benefit plan, agreement or arrangement (or any dependent or beneficiary thereof) or (ii) to continued employment with Parent, the Company, the Surviving Corporation or their respective Subsidiaries or affiliates, if any. The Parties acknowledge and agree that nothing Nothing contained in this Agreement shall (i) amend, constitute or be deemed to amend, be an amendment to any Benefit Company Employee Plan or any other employee compensation or benefit or compensation plan, program, policy, practice program or arrangement or restrict any authority to amend or terminate any of the foregoingParent, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer the Surviving Corporation or any of their Affiliates, respective Subsidiaries or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severanceaffiliates, if any, in effect as of the Closing).

Continuing Employees. A “The Surviving Entity shall offer employment to any Continuing Employee” is each employee of the Project Companies on the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year , effective from and after the Closing Date or Date, on such terms as it may determine (except that offers of employment to Txxxx Xxxxx and Exxx Xxxxxxx shall be on the date terms set forth in their respective agreements included in the Continuing Employee ceases to be employed by Buyer or an Affiliate of BuyerAncillary Documents). Notwithstanding the foregoing, Buyer shall, or shall cause an Affiliate of Buyer to, provide to each Continuing Employee with: for a period of one (i1) year following the Closing (or through their termination date if earlier) with (a) annual base salary or hourly wage rate salaries and base wages that is are no less than the base salary or hourly wage rate those provided by the Project Companies immediately prior to the Closing; , (iib) bonus and cash incentive compensation opportunities that are no less favorable than the bonus incentive opportunities, if any, those provided by the Project Companies immediately prior to the Closing; , and (iiic) employee benefits benefit plans that are substantially the same, similar in the aggregate, as the employee benefits aggregate to those provided by the Project Companies Benefit Plans immediately prior to the Closing, but excluding any equity based compensation or change of control or retention incentives. If To the extent Buyer does not continue a Company Employee Plan, Buyer will make its employee benefit plans and arrangements available to Continuing Employees as follows: Buyer shall credit Continuing Employees with their period of employment with Company or its applicable Affiliate for purposes of eligibility, vesting, participation and benefit accrual (but not benefit accrual under any defined benefit pension plan) in any “employee benefit plan” (as such term is defined by Section 3(3) of ERISA) maintained by Buyer or an Affiliate one of Buyer chooses to terminate its Affiliates and any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of vacation, sick, paid-time off, severance pay plan, program or arrangement offered by Buyer or an Affiliate one of Buyerits Affiliates, each as applicable (collectively, the “Buyer Benefit Plans”), for which such Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with Employees are eligible, effective as of the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication date of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Planeligibility. In addition, from and without limiting after the generality of Closing Date, Buyer shall use commercially reasonable efforts to (x) cause any pre-existing conditions or limitations and eligibility waiting periods under any Buyer Benefit Plan that is a group health plan to be waived with respect to the foregoing, (1) each Continuing Employee shall be immediately Employees and their eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) dependents to the extent coverage such conditions, limitations, and waiting periods were waived or satisfied under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the corresponding Company Employee Plans and (y) give each of the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents Employees credit for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon the Closing occurs toward applicable deductibles and inure solely annual out of pocket limits for expenses incurred prior to the benefit Closing for which payment has been made. In addition, Buyer shall take any and all actions as may be required to permit each Continuing Employee to make rollover contributions of each “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the PartiesCode, and including plan loans) to a Buyer Benefit Plan that includes a cash or deferred arrangement under Section 401(k) of the Code for which such Continuing Employees are eligible, effective as of the date of eligibility, in an amount equal to any eligible rollover distribution made to such Continuing Employee from the Company’s 401(k) plan or other applicable tax-qualified retirement plan (including any plan loans). Notwithstanding the foregoing, nothing in this Section 7.168.11 shall operate to result in a duplication of benefits. Nothing in this Section 8.11, whether express or implied, shall confer upon any other Person (x) create any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project the Company, the Buyer or any of their AffiliatesAffiliates or in any way prohibit the Buyer, or (iv) restrict any Project Company, Buyer the Company or any of their Affiliates from terminating the employment of any Person’s employment Continuing Employee at any time and for any reason, (subject y) be construed as an amendment of any Company Plan or Buyer Benefit Plan or (z) grant any third party beneficiary rights under this Agreement to any Person. Notwithstanding anything to the Project Company’s standard practices contrary set forth in this Agreement, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Buyer or the Surviving Entity to terminate, any Continuing Employee for any reason, (ii) require Buyer or the Surviving Entity to continue any Company Employee Plan or prevent the amendment, modification or termination thereof after the Effective Time, (iii) be construed as an amendment of any Company Employee Plan or Buyer Benefit Plan, (iv) grant any third party beneficiary rights under this Agreement to any Person or (v) restrict Buyer or the Surviving Entity from reducing the annual base salary, base wage or cash incentive compensation opportunities of any Continuing Employee, so long as such reduction is consistent (in amount and policies regarding severanceduration) with a company-wide reduction in the annual base salaries, if any, in effect as base wages or cash incentive compensation opportunities of the Closing)employees of the Buyer and its Subsidiaries generally.

Continuing Employees. A “Continuing Employee” is each employee The agreements of this Agreement (including this Article VIII) are between the Purchaser, Lifetime and the Sellers, and are not intended to create or be deemed to create any third party beneficiary rights in any Employee of any of the Project Companies Sellers. The Purchaser shall offer employment with the Purchaser or its Affiliates to all of the Employees of the Sellers who are not a party to an employment agreement with any Seller on the date of this Agreement, with such employment with the Purchaser or its Affiliates to begin on the Closing Date that is Date, with the terms of such employment to provide for, for a period of not subject to a collective bargaining agreement. Until the earlier of less than one (1) year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate commencement of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: such employment (i) base salary or hourly wage rate that is no less than at least the base salary or hourly wage rate same salary, wages, and bonus opportunities as were provided by the Project Companies to such Employee immediately prior to Closing; the Closing and (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunitiesPurchaser's, if anyor Lifetime's corporation group, provided by the Project Companies immediately prior to Closingstandard employee benefit plans; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that with respect to severance obligations, the provisions of Section 8.3 hereof shall apply. All such service Employees accepting such offer of employment and all such Employees who are a party to a Purchased Contract are hereinafter referred to as the "Continuing Employees." To the extent any Seller becomes subject to any Liabilities under the WARN Act or any comparable state or local Law in connection with the termination of the employment by the Purchaser or its Affiliates (or any successor thereto) of any Continuing Employee after the Closing Date, the Purchaser shall not be recognized responsible therefor and shall indemnify each Seller and its directors, officers and employees against such Liability in accordance with the provisions of Article XII hereof. Without limiting the effect of the foregoing sentence, the Purchaser shall be solely responsible for giving any notice to Continuing Employees required by the WARN Act or any comparable state or local Law to be given after the Closing Date. To the extent permitted by Law, as soon as reasonably practicable following the date hereof, the Sellers shall provide to the extent Purchaser the necessary employee data, including personnel and benefit information, maintained with respect to the Continuing Employees by the Sellers or by its independent contractors, such as insurance companies and actuaries, in order to facilitate benefits and payroll transition for the Continuing Employees. The Purchaser shall offer to enter into a new employment agreement with each Employee of any of the Sellers who is a party to an employment agreement with a Seller as of the date of this Agreement (other than the Employees named on Schedule 9.1(j) hereof, who shall be offered employment agreements to be negotiated directly by the Purchaser with such Employees); provided, that (xi) the terms of such recognition would result in a duplication of benefits for new employment agreement shall provide the Employee with substantially the same period of service or (y) such service was not recognized compensation and medical benefits as are provided under the corresponding Project Companies Benefit Plan. In additionEmployee's current employment agreement, (ii) the title, position, responsibilities and without limiting the generality authority of the foregoing, (1) each Continuing Employee shall be immediately eligible to participateappropriate in the context of the employer being a part of Lifetime's consolidated group of companies, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each iii) such plan, a “Buyer Plan”) new employment agreement shall contain severance provisions comparable to the extent coverage under current severance provisions contained in such Employee's employment agreement, and (iv) such new employment agreement shall not contain any change in control or parachute payment provision (and the Sellers, and not the Purchaser, shall be responsible for any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan obligations existing in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”current employment agreements), and (2v) if in no event shall any such Employee be deemed a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing)hereunder.

Continuing Employees. A “Continuing Employee” is each employee (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any Plan of the Project Companies on Surviving Corporation or any of its Subsidiaries, solely to the Closing Date that is not subject extent such Plan provides benefits to a collective bargaining agreement. Until the earlier of one year any Continuing Employee after the Closing Date or (including the date Company Plans) (the “New Plans”), each such Continuing Employee ceases shall be credited with his or her years of service with the Company or any of its Subsidiaries and their respective predecessors before the Effective Time, to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each the same extent as such Continuing Employee with: was entitled, before the Effective Time, to credit for such service under any Company Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing service credit shall not be required to apply (i) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition its application would result in a duplication of benefits for with respect to the same period of service or service, (yii) such service was not recognized for purposes of any defined benefit pension accrual under the corresponding Project Companies Benefit any New Plan and (iii) for purposes of any subsidy provided for any post-employment welfare benefits under any New Plan. In addition, and without limiting the generality of the foregoing, (1i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) New Plans to the extent coverage under any such Buyer New Plan replaces is replacing comparable coverage under a comparable Project Companies Benefit Company Plan in which such Continuing Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, the Surviving Corporation shall, or shall cause any of its Subsidiaries to, use commercially reasonable best efforts to cause (A) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or any of its Subsidiaries in which such Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), Closing Date and (2B) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins, begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing).77

Continuing Employees. A “Continuing Employee” is each employee of During the Project Companies on the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year after period following the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of BuyerClosing, Buyer Parent shall, or shall cause an Affiliate one of Buyer to, its Affiliates to provide each of the Company Employees who continue in employment with the Company and its Subsidiaries following the Closing (each, a “Continuing Employee with: Employee”) with annual base compensation or wages, as applicable, and employee benefits (iother than under any defined benefit pension plans and equity compensation plans and arrangements) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the sameat least as favorable, in the aggregate, as the employee benefits to those provided by Parent and its Subsidiaries to similarly situated employees of Parent and its Subsidiaries. From and after the Project Companies Benefit Plans immediately prior Closing Date, Parent shall (or shall cause one of its Affiliates to) use reasonable best efforts to Closing. If Buyer provide the Continuing Employees with service credit for all purposes (other than benefit accrual under any defined benefit pension plan) under any employee benefit plan that is maintained, sponsored, contributed to or an Affiliate required to be contributed to or entered into by Parent or any of Buyer chooses to terminate its Affiliates for the benefit of any Project Companies Benefit Plan and provide employee benefits pursuant current or former employee, officer or other service provider of Parent or any of its Affiliates to the plans of Buyer or an Affiliate of Buyer, each same extent as such Continuing Employee shall receive was entitled to service credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing equivalent Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the such Continuing Employee participated immediately prior to the replacement Closing Date. Parent shall use reasonable best efforts to ensure that any employee benefit plans sponsored by Parent shall not deny Continuing Employees (or their eligible dependents) who participate in such employee benefit plans coverage on the basis of a pre-existing condition or actively-at-work requirement (except to the Project Companies Benefit extent such pre-existing condition or actively-at-work requirement applied under a similar Employee Plan by the Buyer Plan immediately prior to such Continuing Employee’s (each or eligible dependents’) eligibility for such employee benefit plan, a “New Plan”), and shall use reasonable best efforts to cause the employee benefit plans sponsored by Parent to credit Continuing Employees (2and their eligible dependents) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Planany deductibles, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance co-payments and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for expenses paid in the plan year in which the Closing occurs prior to the Closing, to the same extent such participation begins as if such amounts had been paid credit was given for the current plan year, under a similar Employee Plan. Following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor all Employee Plans and each written Contract set forth on Schedule 4.10(a) between the Company or any of its Subsidiaries, on the one hand, and any Continuing Employees, on the other hand, in accordance with such New Plantheir respective terms. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason The provisions of this Section 7.167.11(b) shall not apply to the extent that application would result in a duplication of benefits. The Parties acknowledge and agree that Notwithstanding the foregoing, nothing in this Agreement shall (i) amendshall require Parent, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer Surviving Corporation or any of their Affiliates, Subsidiaries to continue to employ any particular Company Employee or (ivii) restrict any Project Companyshall be construed to prohibit Parent, Buyer the Surviving Corporation or any of their Affiliates Subsidiaries from amending or terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as employee benefit plan of the Closing)Parent, the Company, or any of their respective Subsidiaries.

Continuing Employees. A “Continuing Employee” is each employee Except in the case of EU Transferring Employees, Purchaser shall have the right to recruit, make offers of post-Closing employment with Purchaser and its Subsidiaries to, and to employ (or cause a Subsidiary of Purchaser to employ) (following the Closing) such Business Employees as Purchaser shall designate in their sole discretion, and Seller shall (and shall cause its Subsidiaries to) cooperate with and facilitate Purchaser’s review of and contacts with Business Employees for possible post-Closing employment; provided, that Purchaser shall make offers of post-Closing employment to substantially all (which in no event shall be less than ninety-five percent (95%) of the Project Companies on the Closing Date that is not subject to a collective bargaining agreementemployees identified or described in Schedule 5.7(a)). Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (i) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without Without limiting the generality of the foregoing, Seller shall (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall its Subsidiaries to) (i) amend, or be deemed provide Purchaser and its Representatives with access to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority Business Employees who wish to amend or terminate any meet with Purchaser during normal business hours for the purpose of the foregoing, conducting meetings and interviews and (ii) provide prompt written notice to Purchaser of any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer Business Employees who notify Seller or any of their Affiliatesits Subsidiaries that such Business Employee (A) intends to terminate, or terminates, his or her employment with Seller or its Subsidiaries (ivas applicable) restrict except in connection with such employee’s acceptance of employment with Purchaser or its Subsidiaries (as applicable) or (B) intends to not accept Purchaser’s offer of employment or intends to accept Purchaser’s offer of employment and subsequently terminate such employment after the Effective Time. Prior to the Closing, any Project Companypersonal information (as defined by applicable privacy Laws) about Business Employees which is disclosed to Purchaser by Seller for the purposes contemplated in this Section 5.7(a) or for any other purposes contemplated by this Agreement, Buyer shall be held by Purchaser in strict confidence and shall not be used, disclosed or retained by Purchaser for any other purposes, and shall otherwise be handled by Purchaser in compliance with applicable privacy Laws. Promptly following the execution and delivery of this Agreement, and in any event no later than seven (7) calendar days (or such longer period as may be required by applicable Law) prior to the Closing, Purchaser shall deliver, in writing, an offer of employment to the Business Employees identified or described in Schedule 5.7(a), such employment to commence on the day immediately following the Closing, subject to Purchaser’s standard conditions for employees in each applicable jurisdiction (the employees accepting such offers of employment, together with the EU Continuing Employees, being referred to herein as the “Continuing Employees”). The terms offered to each such Business Employee will be on terms that are not less favorable, in the aggregate, for each such Business Employee, than the terms applicable to such employee summarized in a confidential letter delivered by Purchaser to Seller concurrently with the execution and delivery of this Agreement, it being understood that the content of such letter shall be subject to applicable privacy Laws and shall be kept strictly confidential by Seller. Purchaser shall deliver to Seller a preliminary schedule of the names of the Continuing Employees, to the extent then known by Purchaser, no later than two (2) calendar days prior to the Closing, and a revised final schedule of the names of the Continuing Employees promptly following the -45- Closing. Such offers will, where permitted by Law, be on an “at will” basis and otherwise will offer compensation packages commensurate with each Continuing Employee’s experience and proposed title and position with Purchaser. Purchaser and Seller shall abide by any local or country-specific notification or consultation requirements with respect to Continuing Employees and shall use their commercially reasonable efforts to cause the applicable Business Employees to accept such offers and to consent to any changes in terms of employment. Seller shall provide Purchaser with reasonable advance notice of any proposed written communication to or with Continuing Employees regarding the effects of the transactions contemplated by this Agreement on the Continuing Employees and reasonable opportunity to review and comment on such communications. Seller hereby consents to the hiring by Purchaser or a Subsidiary of Purchaser of the Continuing Employees and waives, with respect to the employment by Purchaser or a Subsidiary of Purchaser of the Continuing Employees, any claims or rights that Seller or any Subsidiary may have against Purchaser or any of its Subsidiaries, against any of its or their Affiliates from terminating Representatives or against any PersonContinuing Employee hired by Purchaser under any non-competition, confidentiality or employment agreement, or otherwise under any applicable Law, as a result of Purchaser’s employment at of such Continuing Employee; provided, however, that the foregoing shall not constitute a waiver of any time (subject claim or right that Seller or any of its Subsidiaries may have against any such Continuing Employee under any such confidentiality agreement, or against Purchaser or any of its Subsidiaries or their Representatives pursuant to the Project Company’s standard practices and policies regarding severanceconfidentiality provisions of this Agreement or the Ancillary Agreements, if any, in effect as a result of the Closing)unauthorized disclosure (in violation of such agreement) of confidential information not related to the Business, the Purchased Assets or the Assumed Liabilities.

Continuing Employees. A The Merger Agreement provides that, from the Effective Time until six months following Closing, Parent will provide or cause its subsidiaries (including the Surviving Corporation) to provide each employee of Science 37 and its subsidiaries immediately prior to the Effective Time (other than officers) who remain employed by Parent or its subsidiaries (including the Surviving Corporation) following the Effective Time (each a “Continuing Employee” is each employee of the Project Companies on the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: ”) will receive (i) base salary or hourly wage rate compensation that is no not less favorable than the base salary or hourly wage rate compensation provided by the Project Companies to such Continuing Employee immediately prior to Closing; the Effective Time, and (ii) bonus retirement and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; health and (iii) employee welfare benefits that are substantially the samecomparable, in the aggregate, to those provided to such Continuing Employee by Science 37 or its subsidiary, as applicable, immediately prior to the Effective Time, or, at Parent’s election, if greater, the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closingsimilarly situated new hires of Parent or its affiliates. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant The Merger Agreement also provides that with respect to the benefit plans maintained by Parent or any of Buyer or an Affiliate its subsidiaries, including the Surviving Corporation, for all purposes, including determining eligibility to participate, level of Buyerbenefits, vesting and benefit accruals, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her Employee’s service with Science 37 or any of its subsidiaries will be treated as service with Parent or any of its subsidiaries, including the Project Companies and Surviving Corporation where length of service is relevant, in any predecessor employercase, providedto the same extent as such Continuing Employee was entitled prior to the Effective Time under any similar Science 37 benefit plan, however, provided that such prior service credit shall not be recognized or credited (i) to the extent that (x) such recognition would result it results in a duplication of coverage or benefits for the same period of service or (yii) such with respect to a newly established plan for which prior service was is not recognized taken into account. The Merger Agreement also provides that Parent will, or will cause its subsidiaries (including the Surviving Corporation) to, take reasonable best efforts to (x) waive or cause to be waived any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under the corresponding Project Companies Benefit Plan. In addition, any welfare benefit plan maintained by Parent or any of its subsidiaries in which Continuing Employees (and without limiting the generality of the foregoing, (1their eligible dependents) each Continuing Employee shall will be immediately eligible to participateparticipate from and after the Effective Time, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) except to the extent coverage that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under any such Buyer Plan replaces coverage under a the comparable Project Companies Benefit Plan in which the Continuing Employee participated Science 37 benefit plan immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”)Effective Time, and (2y) if a New Plan replaces a Project Companies Benefit Plan on a date other than recognize, or cause to be recognized, the last day dollar amount of the plan year for such Project Companies Benefit Planall co-payments, Buyer shall cause any eligible deductibles and similar expenses incurred by any each Continuing Employee (and his or her covered dependents eligible dependents) during the portion of calendar year in which the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan Effective Time occurs for purposes of satisfying all deductible, coinsurance such year’s deductible and outco-of-pocket requirements applicable to payment limitations under the relevant welfare benefit plans in which such Continuing Employee (and his or her covered dependents for eligible dependents) will be eligible to participate from and after the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing)Effective Time.

Continuing Employees. A (a) Subject to the terms and conditions of this Section 9.03, not later than fifteen (15) days prior to the Closing Date, Buyer may make a written offer of employment with Buyer or an Affiliate thereof to each Available Employee of its choosing (an “Employment Offer”), which shall provide (i) for an annualized base salary or hourly base wage, as applicable, and (ii) that if the Employment Offer is accepted and such Available Employee assumes employment with Buyer or the applicable Affiliate thereof on or after the Closing Date, such Available Employee shall be deemed to be an employee of Buyer (a “Continuing Employee” is each employee ”), either (A) effective as of the Project Companies 12:01 a.m. Central Standard Time on the Closing Date or if later, the date he or she assumes employment with Buyer, or (B) if such Available Employee is on an approved leave of absence as of the Closing Date, effective upon such Available Employee’s return to work date, provided that is not subject Buyer shall condition an offer to a collective bargaining agreement. Until the earlier of one year after any such Available Employee on such Available Employee returning to work within six (6) months following the Closing Date or the such later time as may be required by Applicable Law (such applicable effective date the Continuing Employee ceases with respect to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: Employee, the “Employment Date”). Buyer shall notify Seller in writing at least five (i5) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately days prior to the replacement Closing Date of each Available Employee who has accepted an Employment Offer and, on the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”)Closing Date, and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express Available Employee who has not received or implied, shall confer upon any other Person any rights rejected (or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (inot timely responded to) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing)an Employment Offer.

Continuing Employees. A “Continuing Employee” is each employee (a) As of the Project Companies on the Closing Date that is not Date, and until December 31, 2017 (or until termination of employment, if earlier), Parent shall (subject to a collective bargaining agreement. Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shallits commercially reasonable discretion) provide, or shall cause an Affiliate (subject to its commercially reasonable discretion) the Surviving Corporation or one of Buyer toParent’s other Subsidiaries or Affiliates to provide, provide each Continuing Employee with: with (i) as to any Continuing Employee who is not a sales employee, (A) an annual base salary or an hourly wage rate rate, as applicable, that is no not less than the base salary or hourly wage rate that provided to such Continuing Employee by the Project Companies Company immediately prior to the Closing; , (B) cash incentive compensation opportunities that are not less favorable than those provided to such Continuing Employee by the Company immediately prior to the Closing, and (ii) bonus and incentive opportunities employee benefits (excluding any equity-based compensation granted to such employees prior to the Closing Date) that are no not less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the samefavorable, in the aggregate, as the employee benefits than those provided to such Continuing Employee by the Project Companies Benefit Plans immediately prior to ClosingCompany as of the date hereof. If Buyer Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or an Affiliate commitment sponsored or maintained by Parent, the Surviving Corporation or any of Buyer chooses to terminate their respective Subsidiaries or Affiliates following the Closing and in which any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit (or the spouse, domestic partner or any dependent of any Continuing Employee) participates or is eligible to participate (each, a “Parent Benefit Plan”) to treat, for all purposes (including eligibility to participate, vesting and level and accrual of benefits, other than accrual of benefits under such plans for eligibility and vesting purposes and for any severance or paid time off “defined benefit plans only for benefit determination purposes for his or her plan,” as defined in Section 3(35) of ERISA), all service with the Project Companies Company (and any predecessor employer, provided, however, that such service shall not be recognized employers to the extent that the Company or any Company Employee Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (xi) such recognition would result in a duplication to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of benefits for insurability requirements and pre-existing condition limitations with respect to the same period of service Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or (y) such service was not recognized included under the corresponding Project Companies Benefit Company Employee Plan. In addition, and without limiting the generality of the foregoing, (1ii) to recognize for each Continuing Employee shall be immediately eligible to participatefor purposes of applying annual deductible, without any waiting time, in any co-payment and all of Buyer’s or its Affiliates’ employee benefit plans (each out-of-pocket maximums under such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Parent Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered spouse, domestic partner and dependents under the corresponding Company Employee Plan during the portion of the plan year ending on of such Company Employee Plan in which occurs the later of the Closing Date and the date such participation in on which the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year begins participating in which such participation begins as if such amounts had been paid in accordance with such New Company Benefit Plan. This Section 7.16 shall be binding upon and inure solely Effective as of immediately prior to the benefit Closing, the Company shall terminate the employment of each employee of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or Company who will not be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any a Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing).

Continuing Employees. A “Continuing Employee” is each employee of (a) Prior to the Project Companies on Closing, the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer Buyers shall, or shall cause a Company to, make an Affiliate offer of employment to each Specified Service Provider on terms consistent with those provided under this Section 8.01. In addition, as of the Closing Date, Buyers shall cause the Companies to continue the employment of all Company Employees provided that it is understood that the foregoing statement does not constitute a guarantee of continued employment. As of the Closing, or such other later date as set forth in the Transition Services Agreement, the Company Employees who are employed by the Companies and the Specified Service Providers who have accepted employment with a Company (the “Continuing Employees”) shall cease to be covered by the employee benefit plans of Freeport and its Affiliates (which, for the avoidance of doubt, shall not include the Companies from and after the Closing) and instead shall be covered by the employee benefit plans of a Buyer or its Affiliates, including, commencing on the Closing Date, the Companies, as applicable. In addition to any obligation either Buyer or its Affiliates may have under Applicable Law, for the period 44 beginning on the Closing Date and continuing through the first anniversary of the Closing Date, Buyers shall, or shall cause the Companies to, provide each the Continuing Employee with: Employees, to the extent that the Continuing Employees remain so employed, with (i) base salary or hourly wage rate fixed cash compensation that is no less favorable than the base salary or hourly wage rate provided by the Project Companies compensation of each such Continuing Employee immediately prior to Closing; the Closing Date, (ii) bonus and incentive compensation opportunities that are no less than the bonus incentive opportunities, if any, comparable to those provided by the Project Companies to each such Continuing Employee immediately prior to Closing; the Closing Date and (iii) employee benefits that are (including severance) substantially the same, comparable in the aggregate, as aggregate to the employee benefits (including severance) provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each such Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amend, or be deemed to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing)Closing Date.

Continuing Employees. A “Continuing Employee” is each employee Except in the case of EU Transferring Employees, Purchaser shall have the right to recruit, make offers of post-Closing employment with Purchaser and its Subsidiaries to, and to employ (or cause a Subsidiary of Purchaser to employ) (following the Closing) such Business Employees as Purchaser shall designate in their sole discretion, and Seller shall (and shall cause its Subsidiaries to) cooperate with and facilitate Purchaser’s review of and contacts with Business Employees for possible post-Closing employment; provided, that Purchaser shall make offers of post-Closing employment to substantially all (which in no event shall be less than ninety-five percent (95%) of the Project Companies on the Closing Date that is not subject to a collective bargaining agreementemployees identified or described in Schedule 5.7(a)). Until the earlier of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (i) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) such service was not recognized under the corresponding Project Companies Benefit Plan. In addition, and without Without limiting the generality of the foregoing, Seller shall (1) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall its Subsidiaries to) (i) amend, or be deemed provide Purchaser and its Representatives with access to amend, any Benefit Plan or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority Business Employees who wish to amend or terminate any meet with Purchaser during normal business hours for the purpose of the foregoing, conducting meetings and interviews and (ii) provide prompt written notice to Purchaser of any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer Business Employees who notify Seller or any of their Affiliatesits Subsidiaries that such Business Employee (A) intends to terminate, or terminates, his or her employment with Seller or its Subsidiaries (ivas applicable) restrict except in connection with such employee’s acceptance of employment with Purchaser or its Subsidiaries (as applicable) or (B) intends to not accept [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. Purchaser’s offer of employment or intends to accept Purchaser’s offer of employment and subsequently terminate such employment after the Effective Time. Prior to the Closing, any Project Companypersonal information (as defined by applicable privacy Laws) about Business Employees which is disclosed to Purchaser by Seller for the purposes contemplated in this Section 5.7(a) or for any other purposes contemplated by this Agreement, Buyer shall be held by Purchaser in strict confidence and shall not be used, disclosed or retained by Purchaser for any other purposes, and shall otherwise be handled by Purchaser in compliance with applicable privacy Laws. Promptly following the execution and delivery of this Agreement, and in any event no later than seven (7) calendar days (or such longer period as may be required by applicable Law) prior to the Closing, Purchaser shall deliver, in writing, an offer of employment to the Business Employees identified or described in Schedule 5.7(a), such employment to commence on the day immediately following the Closing, subject to Purchaser’s standard conditions for employees in each applicable jurisdiction (the employees accepting such offers of employment, together with the EU Continuing Employees, being referred to herein as the “Continuing Employees”). The terms offered to each such Business Employee will be on terms that are not less favorable, in the aggregate, for each such Business Employee, than the terms applicable to such employee summarized in a confidential letter delivered by Purchaser to Seller concurrently with the execution and delivery of this Agreement, it being understood that the content of such letter shall be subject to applicable privacy Laws and shall be kept strictly confidential by Seller. Purchaser shall deliver to Seller a preliminary schedule of the names of the Continuing Employees, to the extent then known by Purchaser, no later than two (2) calendar days prior to the Closing, and a revised final schedule of the names of the Continuing Employees promptly following the Closing. Such offers will, where permitted by Law, be on an “at will” basis and otherwise will offer compensation packages commensurate with each Continuing Employee’s experience and proposed title and position with Purchaser. Purchaser and Seller shall abide by any local or country-specific notification or consultation requirements with respect to Continuing Employees and shall use their commercially reasonable efforts to cause the applicable Business Employees to accept such offers and to consent to any changes in terms of employment. Seller shall provide Purchaser with reasonable advance notice of any proposed written communication to or with Continuing Employees regarding the effects of the transactions contemplated by this Agreement on the Continuing Employees and reasonable opportunity to review and comment on such communications. Seller hereby consents to the hiring by Purchaser or a Subsidiary of Purchaser of the Continuing Employees and waives, with respect to the employment by Purchaser or a Subsidiary of Purchaser of the Continuing Employees, any claims or rights that Seller or any Subsidiary may have against Purchaser or any of its Subsidiaries, against any of its or their Affiliates from terminating Representatives or against any PersonContinuing Employee hired by Purchaser under any non-competition, confidentiality or employment agreement, or otherwise under any applicable Law, as a result of Purchaser’s employment at of such Continuing Employee; provided, however, that the foregoing shall not constitute a waiver of any time (subject claim or right that Seller or any of its Subsidiaries may have against any such Continuing Employee under any such confidentiality agreement, or against Purchaser or any of its Subsidiaries or their Representatives pursuant to the Project Company’s standard practices and policies regarding severanceconfidentiality provisions of this Agreement or the Ancillary Agreements, if any, in effect as a result of the Closing)unauthorized disclosure (in violation of such agreement) of confidential information not related to the Business, the Purchased Assets or the Assumed Liabilities. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

Continuing Employees. A “Continuing Employee” is Upon the Formation Date, EOP OP will pay with respect to employees transferring from Cornerstone or EOP to the Company or one of its Affiliates, (a) to the Company an aggregate sum equal to the number of hours of accrued vacation time being carried over by each such transferring employee, (but not to exceed the hours of carried over accrued vacation time identified on Exhibit I) multiplied by such employee's hourly salary rate, (b) to any such employee the number of accrued vacation hours (but not to exceed the Project Companies accrued vacation hours specified on Exhibit I) at such rate that such employee elects not to carry over, and (c) as and when any such employee (but, for the Closing Wilsxx Xxxncipals, only during the two years following the Formation Date that is not subject and only up to a collective bargaining agreement. Until the earlier maximum of one year after the Closing Date or the date the Continuing Employee ceases to be employed by Buyer or an Affiliate of Buyer, Buyer shall, or shall cause an Affiliate of Buyer to, provide each Continuing Employee with: (iten days per Wilsxx Xxxncipal) base salary or hourly wage rate that is no less than the base salary or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closing; and (iii) employee benefits that are substantially the same, in the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant uses sick leave carried over to the plans Company from Cornerstone, a sum equal to such hours of Buyer or an Affiliate carried-over sick leave so taken (but not to exceed the hours of Buyersick leave for such employee identified on Exhibit I) multiplied by such employee's hourly rate. Notwithstanding anything to the contrary herein, each Continuing Employee shall receive credit under such plans for eligibility and vesting purposes and for any severance or paid time off benefit plans only for benefit determination purposes for his or her service with the Project Companies and any predecessor employer, provided, however, that such service EOP shall not be recognized responsible for any accrued vacation hours (whether under clause (a), clause (b) or otherwise) with respect to any person to the extent that (x) such recognition would result in a duplication of benefits for the same period of service or (y) vacation hours exceed those specified on Exhibit I with respect to such service was not recognized under the corresponding Project Companies Benefit Planperson. In addition, and without limiting unless the generality total amounts in such employees' existing 401(k) plans (including the unvested employer contributions) can be carried over to the Company's new 401(k) plans, EOP OP will pay the Company the aggregate amount of unvested employer contributions lost by such employees from their existing 401(k) plans, which the Company will contribute to the new 401(k) plans of such employees. Prior to the date the Company or its Affiliate pays bonuses to its employees for the year 2000, EOP will pay the Company (or its Affiliate) a sum equal to $477,690, which represents 171/366 of the foregoing, (1) each Continuing Employee shall aggregate target bonuses established by Cornerstone for such transferring employees for the year 2000. EOP will not be immediately eligible responsible for reimbursing the Company for any extra level of benefits to participate, without any waiting time, which transferring employees may be entitled in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) the future due to the extent coverage under any fact that the Company will give such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan employees credit for time employed by the Buyer Plan (each such plan, a “New Plan”), Willxxx Xxxxxx & Xssociates and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Plan. This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 7.16, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.16. The Parties acknowledge and agree that nothing in this Agreement shall (i) amendCornerstone, or be deemed to amend, any Benefit Plan Affiliate thereof acquired by or merged into EOP or any other employee benefit or compensation plan, program, policy, practice or arrangement or restrict any authority to amend or terminate any Affiliate thereof in determining the level of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject to the Project Company’s standard practices and policies regarding severance, if any, in effect as of the Closing)such benefits.

Continuing Employees. A “If Purchaser elects to terminate any material Company Employee Plan in existence as of the Closing prior to the end of the plan year that includes the Closing Date, for the balance of the plan year in which the Closing occurs, subject to any reasonably necessary transition period and subject to any applicable Parent or Purchaser plan provisions, contractual requirements or Legal Requirements, for so long as such Continuing Employee” is each Employee remains an employee of the Project Companies on the Closing Date that is not subject to a collective bargaining agreement. Until the earlier of one year after the Closing Date Purchaser or the date the its Affiliates: (a) such Continuing Employee ceases shall be eligible to be employed by Buyer participate in the corresponding benefit plans (other than any equity or an Affiliate of Buyerequity-based compensation, Buyer shalldeferred compensation, change in control bonus, transaction bonus, or shall cause an Affiliate retention bonus plans) of Buyer toParent, provide each Continuing Employee with: (i) base salary Purchaser or hourly wage rate that is no less than their respective Subsidiaries to substantially the base salary same extent as similarly situated employees of Purchaser or hourly wage rate provided by the Project Companies immediately prior to Closing; (ii) bonus and incentive opportunities that are no less than the bonus incentive opportunities, if any, provided by the Project Companies immediately prior to Closingits Subsidiaries; and (iiib) employee for purposes of determining a Continuing Employee’s (x) eligibility to participate in such plans (other than any sabbatical program, defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and equity award retirement policies and provisions) and (y) solely for purposes of vacation or paid time off benefits that are substantially the same57 or benefit accrual rates, in each case, the aggregate, as the employee benefits provided by the Project Companies Benefit Plans immediately prior to Closing. If Buyer or an Affiliate of Buyer chooses to terminate any Project Companies Benefit Plan and provide employee benefits pursuant to the plans of Buyer or an Affiliate of Buyer, each Continuing Employee shall receive credit under such plans for eligibility (other than any sabbatical program defined benefit pension plans, nonqualified deferred compensation plans or arrangements, any post-termination or retiree health or welfare benefit plans, and vesting purposes equity award retirement policies and for any severance or paid time off benefit plans only for benefit determination purposes provisions) for his or her years of continuous service with the Project Companies and Company or its Subsidiaries prior to the Closing (except to the extent such service credit will result in the duplication of benefits or benefit accruals under any predecessor employerdefined benefit pension plan, retiree medical program or grandfathered or frozen plan or otherwise result in the duplication or any benefits or compensation); provided, however, that such service shall not only be recognized credited to the same extent that (x) such recognition would result in a duplication of benefits and for the same period of service or (y) purpose as such service was not recognized credited under the corresponding Project Companies Benefit Plan. In addition, and without limiting the generality of the foregoing, (1) each Continuing analogous Company Employee shall be immediately eligible to participate, without any waiting time, in any and all of Buyer’s or its Affiliates’ employee benefit plans (each such plan, a “Buyer Plan”) to the extent coverage under any such Buyer Plan replaces coverage under a comparable Project Companies Benefit Plan in which the Continuing Employee participated immediately prior to the replacement of the Project Companies Benefit Plan by the Buyer Plan (each such plan, a “New Plan”), and (2) if a New Plan replaces a Project Companies Benefit Plan on a date other than the last day of the plan year for such Project Companies Benefit Plan, Buyer shall cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year ending on the date such participation in the New Plan begins, to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the plan year in which such participation begins as if such amounts had been paid in accordance with such New Planan analogous plan exists). This Section 7.16 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing Nothing in this Section 7.16, express or implied, 6.2 shall confer upon any other Person be construed to create any rights or remedies of (including any nature whatsoever under third-party beneficiary rights) in any employee or by reason of this Section 7.16Person not a Party. The Parties acknowledge and agree that nothing Nothing in this Agreement shall (i) amendbe construed to constitute the establishment of or an amendment to any compensation or benefit plan, program, policy, contract, agreement or be deemed to amendarrangement maintained by Parent, any Benefit Plan Purchaser, the Company or any other employee of their respective Subsidiaries. Nothing in this Agreement shall be construed to prohibit or otherwise limit Parent’s, Purchaser’s or any of their respective Affiliates’ (including following the Closing the Acquired Companies) ability to modify, amend or terminate any benefit or compensation plan, program, policy, practice contract, agreement or arrangement or restrict any authority to amend or terminate any of the foregoing, (ii) provide any other Person with any right, benefit or remedy with regard to any Benefit Plan or other employee benefit or compensation plan, program, policy, practice, or otherwise, (iii) provide any other Person (including any Continuing Employee) with the right to continued employment with any Project Company, Buyer or any of their Affiliates, or (iv) restrict any Project Company, Buyer or any of their Affiliates from terminating any Person’s employment at any time (subject or to terminate or modify the Project Company’s standard practices and policies regarding severance, if any, in effect as employment or engagement of the Closing)any Person at any time or for any reason or for no reason at all.