Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (a) From the Closing through the first anniversary of the date upon which the Closing occurs (the “Benefits Continuation Period”), Amazon shall or shall cause a Subsidiary of Amazon to provide to each Danube Employee who continues in employment with Amazon or a Subsidiary thereof following the Closing (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of immediately prior to the Closing, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity (if applicable) provided to such employees as of immediately prior to the Closing, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided to such employees as of immediately prior to the Closing, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazon) that are no less favorable in the aggregate than those provided to such Continuing Employees as of immediately prior to the Closing. For the avoidance of doubt, in no event shall this Section 7.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor Agreement. (b) Amazon shall or shall cause a Subsidiary of Amazon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube Benefit Plan in effect on the date hereof and listed on Section 4.8(a) of the Danube Disclosure Letter, severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube or a Subsidiary of Danube and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the Closing, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Closing, to credit for such service under the corresponding Danube Benefit Plan in which such Danube Employee participated immediately prior to the Closing; provided, however, that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube Benefit Plans prior to the Closing under which service was credited as of the Closing) or (ii) to the extent that its application would result in a duplication of benefits or compensation. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment of the Danube Employee short-term and long-term incentive programs and awards will be as set forth in Section 7.16(d) of the Danube Disclosure Letter (the “Danube Incentives Treatment”). Prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions of the Danube Board of Directors and providing all notices and obtaining all consents, that are necessary or desirable to effectuate the Danube Incentives Treatment. (e) Effective no later than the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code (the “Danube 401(k) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust exempt from tax under Section 501(a) of the Code) (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code. (f) From the date of this Agreement through the Closing Date, Amazon and Danube shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors or consultants of Danube or any Subsidiary of Danube or any employees, independent contractors or consultants of Amazon or any subsidiary of Amazon (as applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, (i) create or confer any rights, remedies or claims upon any current or former Danube Service Provider or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider or any other Person, (ii) establish, amend or modify any Danube Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement or Contract or (iii) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employee and Benefit Matters. (a) From the Closing date of Completion through the first anniversary of the date upon which the Closing occurs Effective Time (the “Benefits Continuation Period”), Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide to each Danube WTW Employee who continues in employment with Amazon Aon or a Subsidiary thereof following the Closing Effective Time (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of Employee immediately prior to the ClosingEffective Time, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (as applicable) that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (if as applicable) provided to such employees WTW Employee immediately prior to the Effective Time, (iii) who is eligible to receive an annual equity compensation award (inclusive of dividend equivalent rights) as of immediately prior to the ClosingEffective Time, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided pursuant to such employees ordinary course grant practices of WTW in effect as of immediately prior the date hereof, to the Closingbe eligible for an annual equity compensation award, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazonseverance) that are no less favorable substantially comparable in the aggregate than those provided to such Continuing Employees as of the health, welfare and other employee benefits (excluding severance) in effect immediately prior to the Closing. For Effective Time; provided, however, for the avoidance of doubt, in no event shall this this Section 7.16(a8.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor AgreementEffective Time. (b) Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube WTW Benefit Plan in effect on the date hereof and listed on or permitted to be entered into under Section 4.8(a) of the Danube Disclosure Letter7.1(ii)(c), severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube WTW Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon Aon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube the WTW or a Subsidiary of Danube WTW and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the ClosingEffective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the ClosingEffective Time, to credit for such service under the corresponding Danube WTW Benefit Plan in which such Danube WTW Employee participated or was eligible to participate immediately prior to the Closing; providedEffective Time, however, provided that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube WTW Benefit Plans prior to the Closing Effective Time under which service was credited as of the Closing) Effective Time), or (ii) to the extent that its application would result in a duplication of benefits or compensationcompensation with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon Aon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube WTW Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”) ), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment Aon shall or shall cause a Subsidiary of Aon to pay to eligible Continuing Employees cash bonus or commission amounts for the full year in which the Effective Time occurs unless a payment for the period through the Effective Time has already been paid, in which case Aon or a Subsidiary of Aon will pay such amount for the remainder of such year; provided that, any amounts payable in respect of the Danube Employee short-term and long-term period of such year prior to the Effective Time shall be no less than the amounts accrued by WTW with respect to such cash incentive programs and awards will be as set forth in Section 7.16(d) compensation; provided further, that if any WTW Employee’s employment is involuntarily terminated following the end of the Danube Disclosure Letter (performance period for the “Danube Incentives Treatment”). Prior year in which the Effective Time occurs, but prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions payment of the Danube Board of Directors and providing all notices and obtaining all consentscash bonus or commission amounts payable for such performance period, that are necessary such employee shall receive such cash bonus or desirable commission amounts when paid to effectuate the Danube Incentives Treatmentother WTW Employees. (e) Effective no later than Aon hereby acknowledges that the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) consummation of the Code Transactions contemplated hereby will constitute a “change of control” of WTW (the “Danube 401(kor similar phrase) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of the WTW Benefit Plans set forth in Section 401(k) 5.9 of the Code (and a related trust exempt from tax under Section 501(a) of the Code) WTW Disclosure Letter (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code. (f) From the date of this Agreement through the Closing Date, Amazon Aon and Danube WTW shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors employees or consultants of Danube WTW or any Subsidiary of Danube WTW or any employees, independent contractors employees or consultants of Amazon Aon or any subsidiary of Amazon Aon (as or applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 8.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, (i) create or confer any rights, remedies or claims upon any current employee, consultant, director or former Danube Service Provider other service provider of WTW or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider WTW Employee or any other Person, (ii) establish, amend amend, or modify any Danube WTW Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement arrangement, or Contract Contract, (iii) prohibit or limit the ability of Aon or any of its Affiliates to amend, modify or terminate any benefit or compensation plan (including without limitation any defined benefit pension plan), program, policy, agreement, arrangement, or contract at any time that is or has been assumed, established, sponsored or maintained by any of them or (iiiiv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties (l) (m) (n) (o).

Employee and Benefit Matters. (a) From Parent agrees that, during the period commencing at the Closing through and ending on the first anniversary of the date upon which the Closing occurs (the “Benefits Continuation Period”)thereof, Amazon shall or shall cause a Subsidiary of Amazon to provide to each Danube Employee employee who continues in employment with Amazon to be employed by Parent or a Subsidiary thereof following its affiliates (including the Company and its subsidiaries) after the Closing (eacheach such employee, a “Continuing Employee”) and who is not covered by a Labor Agreement will continue to be provided with (i) a the annual base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided wages in effect with respect to such Continuing Employees as of Employee immediately prior to the ClosingClosing Date, (ii) a annual target incentive compensation opportunities that are substantially comparable in the aggregate to the annual (or lesser period, as applicable) cash bonus opportunity that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity (if applicable) provided incentive compensation opportunities in effect with respect to such employees as of Continuing Employee immediately prior to the ClosingClosing Date (excluding, for purposes of determining such comparability, any transaction-related or other one-time retention bonus, and equity-based compensation), and (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided to such employees as of immediately prior to the Closing, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any other than defined benefit pension plan pensions or retiree or post-termination employment health or and welfare benefit plan (except benefits) that are no less favorable, in the aggregate, than the employee benefits in effect with respect to such Continuing Employee immediately prior to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefitsClosing Date; provided that, commencing January 1, 2018, Parent may, in each caseits discretion, provide to the extent the same benefit is not provided by Amazon Continuing Employees in the ordinary course to similarly situated new hire employees of Amazon) United States employee benefits that are no less favorable in the aggregate than those the employee benefits provided to such Continuing Employees as similarly-situated employees of immediately prior to the Closing. For the avoidance of doubt, in no event shall this Section 7.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms Parent and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor Agreementits affiliates. (b) Amazon shall Parent will cause each employee benefit plan or shall cause a Subsidiary program of Amazon Parent or its affiliates in which Continuing Employees are eligible to provideparticipate after the Closing to take into account for purposes of eligibility and vesting (and for purposes of benefit accrual in each vacation, to each Continuing Employee who experiences a termination severance or other paid-time off plan or program), the service of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee Employees prior to severance the Closing with the Company or any of its subsidiaries (including any predecessors thereto) as if such service were with Parent or its affiliates, in each case to the same extent that such service was recognized by the Company or any of its subsidiaries immediately prior to the Closing under a Danube the corresponding Benefit Plan or Benefit Agreement; provided that no such crediting of service shall be required to the extent it would result in effect on the date hereof and listed on Section 4.8(a) any duplication of the Danube Disclosure Letter, severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube Benefit Planbenefits. (c) For purposes Parent will cause each employee benefit plan or program that is a group health plan of vesting, eligibility Parent and its affiliates (including the Company or any of its subsidiaries) in which Continuing Employees are eligible to participate and determining level of benefits under the employee benefit plans of Amazon providing employee benefits to any Continuing Employees following after the Closing (the each such employee benefit plan or program, a “New PlansPlan”), each Continuing Employee shall be credited with his or her years of service with Danube or a Subsidiary of Danube and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the Closing, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Closing, to credit for such service under the corresponding Danube Benefit Plan in which such Danube Employee participated immediately prior to the Closing; provided, however, that the foregoing shall not apply with respect to (i) any frozen waive, or grandfathered plancause the waiver of, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than such plans limitations or waiting periods that were Danube Benefit Plans are already in effect prior to the Closing with respect to such Continuing Employee under which service was credited the comparable Benefit Plan or Benefit Agreement and that have not been satisfied as of the Closing) or , and (ii) to the extent that its application would result in a duplication of benefits or compensation. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, (1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for provide such Continuing Employee and his or her covered dependents, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) eligible dependents with credit for any eligible deductible, co-insurance payments made, deductibles paid and covered out-of-pocket expenses incurred by such Continuing Employee and his under a corresponding provision of the comparable Benefit Plan or her covered dependents Benefit Agreement during the portion of the plan year of the Old Plan ending on the date such employee’s on which participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of in satisfying all deductibleany applicable coinsurance, coinsurance and maximum deductible or out-of-pocket requirements applicable under any such New Plan or reimburse such Continuing Employee for such expenses if Parent deems appropriate to avoid or address hardship to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing)Employee. (d) The treatment Notwithstanding any other provision of this Section 6.10, Parent shall comply, and cause each of its applicable affiliates (including the Company or any of its subsidiaries) (i) to comply, with all applicable Laws, including without limitation, foreign Laws, regarding the terms and conditions of employment of, and the provision of compensation and benefits to, employees of the Danube Employee shortCompany and its subsidiaries, including but not limited to Continuing Employees and (ii) to comply and satisfy all post-term and long-term incentive programs and awards will be as set forth in Section 7.16(d) Closing obligations of the Danube Disclosure Letter (Company and its subsidiaries with respect to employees and former employees of the “Danube Incentives Treatment”). Prior to the Closing, Danube shall take all actionsCompany and its subsidiaries, including obtaining appropriate resolutions but not limited to Continuing Employees, under applicable Laws or any Benefit Plan or Benefit Agreement as in effect as of the Danube Board of Directors Closing Date, provided that, any amendments to any Benefit Plan or Benefit Agreement made between the date hereof and providing all notices and obtaining all consents, that are necessary or desirable to effectuate the Danube Incentives TreatmentClosing Date shall be made in accordance with Section 6.01(b)(iii). (e) Effective No earlier than fifteen (15) days, and no later than the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days days, prior to the Closing Date, Danube the Company shall take or cause deliver to be taken all actions necessary to effect Parent (a) an updated Employee Roster, which, for the termination avoidance of doubt, shall include any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(kSeconded Employees, and (b) of the Code (the “Danube 401(k) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices complete and other documents prepared to effectuate the termination correct list of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)individual consultant or independent contractor who, and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust exempt from tax under Section 501(a) of the Code) (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Datedate such list is provided, (x) devotes his or her full-time efforts to providing services to the Company or any of its subsidiaries and each Continuing Employee who would have become eligible to participate in the Danube 401(k(y) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he is employed by a third-party or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” is otherwise a consultant or independent contractor of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover Company of promissory notes evidencing all outstanding loans) any of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Codeits subsidiaries. (f) From Notwithstanding anything herein to the date contrary and without limiting the generality of this Agreement through Section 9.02, the Closing Date, Amazon parties hereby acknowledge and Danube shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors or consultants of Danube or any Subsidiary of Danube or any employees, independent contractors or consultants of Amazon or any subsidiary of Amazon (as applicable), or any of their respective bargaining representatives, in accordance with agree that all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing provisions contained in this Section 7.16 or elsewhere 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement (Agreement, whether express or implied) shall, or shall be construed so as to, (i) create shall be treated as an amendment or confer other modification of any rights, remedies or claims upon any current or former Danube Service Provider or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider or any other Person, (ii) establish, amend or modify any Danube Benefit Plan, any Benefit Agreement, New Plan or any other employee benefit or compensation plan, program, policy, agreementarrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective affiliates to terminate, amend or otherwise modify any Benefit Plan, Benefit Agreement, New Plan or other employee benefit plan, program, policy, arrangement or Contract agreement following the Closing or (iii) confer any rights or benefits (including shall create any third-party beneficiary rightsor other right (A) on in any Person other than person, including any Participant or any participant in any Benefit Plan, Benefit Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the PartiesCompany or any of their respective affiliates.

Employee and Benefit Matters. (a) From the Closing date of Completion through the first anniversary of the date upon which the Closing occurs Effective Time (the “Benefits Continuation Period”), Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide to each Danube WTW Employee who continues in employment with Amazon Aon or a Subsidiary thereof following the Closing Effective Time (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of Employee immediately prior to the ClosingEffective Time, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (as applicable) that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (if as applicable) provided to such employees WTW Employee immediately prior to the Effective Time, (iii) who is eligible to receive an annual equity compensation award (inclusive of dividend equivalent rights) as of immediately prior to the ClosingEffective Time, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided pursuant to such employees ordinary course grant practices of WTW in effect as of immediately prior the date hereof, to the Closingbe eligible for an annual equity compensation award, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazonseverance) that are no less favorable substantially comparable in the aggregate than those provided to such Continuing Employees as of the health, welfare and other employee benefits (excluding severance) in effect immediately prior to the Closing. For Effective Time; provided, however, for the avoidance of doubt, in no event shall this Section 7.16(a8.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor AgreementEffective Time. (b) Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube WTW Benefit Plan in effect on the date hereof and listed on or permitted to be entered into under Section 4.8(a) of the Danube Disclosure Letter7.1(c), severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube WTW Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon Aon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube the WTW or a Subsidiary of Danube WTW and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the ClosingEffective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the ClosingEffective Time, to credit for such service under the corresponding Danube WTW Benefit Plan in which such Danube WTW Employee participated or was eligible to participate immediately prior to the Closing; providedEffective Time, however, provided that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube WTW Benefit Plans prior to the Closing Effective Time under which service was credited as of the Closing) Effective Time), or (ii) to the extent that its application would result in a duplication of benefits or compensationcompensation with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon Aon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube WTW Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”) ), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment Aon shall or shall cause a Subsidiary of Aon to pay to eligible Continuing Employees cash bonus or commission amounts for the full year in which the Effective Time occurs unless a payment for the period through the Effective Time has already been paid, in which case Aon or a Subsidiary of Aon will pay such amount for the remainder of such year; provided that, any amounts payable in respect of the Danube Employee short-term and long-term period of such year prior to the Effective Time shall be no less than the amounts accrued by WTW with respect to such cash incentive programs and awards will be as set forth in Section 7.16(d) compensation; provided further, that if any WTW Employee’s employment is involuntarily terminated following the end of the Danube Disclosure Letter (performance period for the “Danube Incentives Treatment”). Prior year in which the Effective Time occurs, but prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions payment of the Danube Board of Directors and providing all notices and obtaining all consentscash bonus or commission amounts payable for such performance period, that are necessary such employee shall receive such cash bonus or desirable commission amounts when paid to effectuate the Danube Incentives Treatmentother WTW Employees. (e) Effective no later than Aon hereby acknowledges that the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) consummation of the Code Transactions contemplated hereby will constitute a “change of control” of WTW (the “Danube 401(kor similar phrase) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of the WTW Benefit Plans set forth in Section 401(k) 5.9 of the Code (and a related trust exempt from tax under Section 501(a) of the Code) WTW Disclosure Letter (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code. (f) From the date of this Agreement through the Closing Date, Amazon Aon and Danube WTW shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors employees or consultants of Danube WTW or any Subsidiary of Danube WTW or any employees, independent contractors employees or consultants of Amazon Aon or any subsidiary of Amazon Aon (as or applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 8.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, (i) create or confer any rights, remedies or claims upon any current employee, consultant, director or former Danube Service Provider other service provider of WTW or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider WTW Employee or any other Person, (ii) establish, amend amend, or modify any Danube WTW Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement arrangement, or Contract Contract, (iii) prohibit or limit the ability of Aon or any of its Affiliates to amend, modify or terminate any benefit or compensation plan (including without limitation any defined benefit pension plan), program, policy, agreement, arrangement, or contract at any time that is or has been assumed, established, sponsored or maintained by any of them or (iiiiv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employee and Benefit Matters. (a) From the Closing date of Completion through the first anniversary of the date upon which the Closing occurs Effective Time (the “Benefits Continuation Period”), Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide to each Danube WTW Employee who continues in employment with Amazon Aon or a Subsidiary thereof following the Closing Effective Time (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of Employee immediately prior to the ClosingEffective Time, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (as applicable) that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (if as applicable) provided to such employees WTW Employee immediately prior to the Effective Time, (iii) who is eligible to receive an annual equity compensation award (inclusive of dividend equivalent rights) as of immediately prior to the ClosingEffective Time, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided pursuant to such employees ordinary course grant practices of WTW in effect as of immediately prior the date hereof, to the Closingbe eligible for an annual equity compensation award, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazonseverance) that are no less favorable substantially comparable in the aggregate than those provided to such Continuing Employees as of the health, welfare and other employee benefits (excluding severance) in effect immediately prior to the Closing. For Effective Time; provided, however, for the avoidance of doubt, in no event shall this Section 7.16(a8.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor AgreementEffective Time. (b) Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube WTW Benefit Plan in effect on the date hereof and listed on or permitted to be entered into under Section 4.8(a) of the Danube Disclosure Letter7.1(ii)(c), severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube WTW Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon Aon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube the WTW or a Subsidiary of Danube WTW and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the ClosingEffective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the ClosingEffective Time, to credit for such service under the corresponding Danube WTW Benefit Plan in which such Danube WTW Employee participated or was eligible to participate immediately prior to the Closing; providedEffective Time, however, provided that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube WTW Benefit Plans prior to the Closing Effective Time under which service was credited as of the Closing) Effective Time), or (ii) to the extent that its application would result in a duplication of benefits or compensationcompensation with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon Aon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube WTW Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”) ), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment Aon shall or shall cause a Subsidiary of Aon to pay to eligible Continuing Employees cash bonus or commission amounts for the full year in which the Effective Time occurs unless a payment for the period through the Effective Time has already been paid, in which case Aon or a Subsidiary of Aon will pay such amount for the remainder of such year; provided that, any amounts payable in respect of the Danube Employee short-term and long-term period of such year prior to the Effective Time shall be no less than the amounts accrued by WTW with respect to such cash incentive programs and awards will be as set forth in Section 7.16(d) compensation; provided further, that if any WTW Employee’s employment is involuntarily terminated following the end of the Danube Disclosure Letter (performance period for the “Danube Incentives Treatment”). Prior year in which the Effective Time occurs, but prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions payment of the Danube Board of Directors and providing all notices and obtaining all consentscash bonus or commission amounts payable for such performance period, that are necessary such employee shall receive such cash bonus or desirable commission amounts when paid to effectuate the Danube Incentives Treatmentother WTW Employees. (e) Effective no later than Aon hereby acknowledges that the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) consummation of the Code Transactions contemplated hereby will constitute a “change of control” of WTW (the “Danube 401(kor similar phrase) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of the WTW Benefit Plans set forth in Section 401(k) 5.9 of the Code (and a related trust exempt from tax under Section 501(a) of the Code) WTW Disclosure Letter (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code. (f) From the date of this Agreement through the Closing Date, Amazon Aon and Danube WTW shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors employees or consultants of Danube WTW or any Subsidiary of Danube WTW or any employees, independent contractors employees or consultants of Amazon Aon or any subsidiary of Amazon Aon (as or applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 8.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, (i) create or confer any rights, remedies or claims upon any current employee, consultant, director or former Danube Service Provider other service provider of WTW or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider WTW Employee or any other Person, (ii) establish, amend amend, or modify any Danube WTW Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement arrangement, or Contract Contract, (iii) prohibit or limit the ability of Aon or any of its Affiliates to amend, modify or terminate any benefit or compensation plan (including without limitation any defined benefit pension plan), program, policy, agreement, arrangement, or contract at any time that is or has been assumed, established, sponsored or maintained by any of them or (iiiiv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties (l) (m) (n) (o).

Employee and Benefit Matters. (a) From the Closing date of Completion through the first anniversary of the date upon which the Closing occurs Effective Time (the “Benefits Continuation Period”), Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide to each Danube WTW Employee who continues in employment with Amazon Aon or a Subsidiary thereof following the Closing Effective Time (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of Employee immediately prior to the ClosingEffective Time, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (as applicable) that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (if as applicable) provided to such employees WTW Employee immediately prior to the Effective Time, (iii) who is eligible to receive an annual equity compensation award (inclusive of dividend equivalent rights) as of immediately prior to the ClosingEffective Time, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided pursuant to such employees ordinary course grant practices of WTW in effect as of immediately prior the date hereof, to the Closingbe eligible for an annual equity compensation award, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazonseverance) that are no less favorable substantially comparable in the aggregate than those provided to such Continuing Employees as of the health, welfare and other employee benefits (excluding severance) in effect immediately prior to the Closing. For Effective Time; provided, however, for the avoidance of doubt, in no event shall this Section 7.16(a8.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor AgreementEffective Time. (b) Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube WTW Benefit Plan in effect on the date hereof and listed on or permitted to be entered into under Section 4.8(a) of the Danube Disclosure Letter7.1(ii)(c), severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube WTW Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon Aon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube the WTW or a Subsidiary of Danube WTW and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the ClosingEffective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the ClosingEffective Time, to credit for such service under the corresponding Danube WTW Benefit Plan in which such Danube WTW Employee participated or was eligible to participate immediately prior to the Closing; providedEffective Time, however, provided that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube WTW Benefit Plans prior to the Closing Effective Time under which service was credited as of the Closing) Effective Time), or (ii) to the extent that its application would result in a duplication of benefits or compensationcompensation with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon Aon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube WTW Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”) ), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment Aon shall or shall cause a Subsidiary of Aon to pay to eligible Continuing Employees cash bonus or commission amounts for the full year in which the Effective Time occurs unless a payment for the period through the Effective Time has already been paid, in which case Aon or a Subsidiary of Aon will pay such amount for the remainder of such year; provided that, any amounts payable in respect of the Danube Employee short-term and long-term period of such year prior to the Effective Time shall be no less than the amounts accrued by WTW with respect to such cash incentive programs and awards will be as set forth in Section 7.16(d) compensation; provided further, that if any WTW Employee’s employment is involuntarily terminated following the end of the Danube Disclosure Letter (performance period for the “Danube Incentives Treatment”). Prior year in which the Effective Time occurs, but prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions payment of the Danube Board of Directors and providing all notices and obtaining all consentscash bonus or commission amounts payable for such performance period, that are necessary such employee shall receive such cash bonus or desirable commission amounts when paid to effectuate the Danube Incentives Treatmentother WTW Employees. (e) Effective no later than Aon hereby acknowledges that the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) consummation of the Code Transactions contemplated hereby will constitute a “change of control” of WTW (the “Danube 401(kor similar phrase) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of the WTW Benefit Plans set forth in Section 401(k) 5.9 of the Code (and a related trust exempt from tax under Section 501(a) of the Code) WTW Disclosure Letter (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code. (f) From the date of this Agreement through the Closing Date, Amazon Aon and Danube WTW shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors employees or consultants of Danube WTW or any Subsidiary of Danube WTW or any employees, independent contractors employees or consultants of Amazon Aon or any subsidiary of Amazon Aon (as or applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 8.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, (i) create or confer any rights, remedies or claims upon any current employee, consultant, director or former Danube Service Provider other service provider of WTW or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider WTW Employee or any other Person, (ii) establish, amend amend, or modify any Danube WTW Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement arrangement, or Contract Contract, (iii) prohibit or limit the ability of Aon or any of its Affiliates to amend, modify or terminate any benefit or compensation plan (including without limitation any defined benefit pension plan), program, policy, agreement, arrangement, or contract at any time that is or has been assumed, established, sponsored or maintained by any of them or (iiiiv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employee and Benefit Matters. (a) From the Closing date of Completion through the first anniversary of the date upon which the Closing occurs Effective Time (the “Benefits Continuation Period”), Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide to each Danube WTW Employee who continues in employment with Amazon Aon or a Subsidiary thereof following the Closing Effective Time (each, a “Continuing Employee”) and who is not covered by a Labor Agreement (i) a base salary or annual wage rate that is no less favorable than the base salary or annual wage rate provided to such Continuing Employees as of Employee immediately prior to the ClosingEffective Time, (ii) a target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (as applicable) that is no less favorable than the target annual (or lesser period, as applicable) cash bonus opportunity or commission opportunity (if as applicable) provided to such employees WTW Employee immediately prior to the Effective Time, (iii) who is eligible to receive an annual equity compensation award (inclusive of dividend equivalent rights) as of immediately prior to the ClosingEffective Time, (iii) a target long-term incentive opportunity (i.e., an incentive opportunity with a performance period longer than one year) that is no less favorable than the target long-term incentive opportunity (if applicable) provided pursuant to such employees ordinary course grant practices of WTW in effect as of immediately prior the date hereof, to the Closingbe eligible for an annual equity compensation award, and (iv) health, welfare and other employee benefits (excluding severance benefits (except to the extent otherwise required pursuant to Section 7.16(b) of this Agreement), any benefits provided under any defined benefit pension plan or retiree or post-termination health or welfare benefit plan (except to the extent required by applicable Law) and any retention or other special or non-recurring compensation or benefits, in each case, to the extent the same benefit is not provided by Amazon in the ordinary course to similarly situated new hire employees of Amazonseverance) that are no less favorable substantially comparable in the aggregate than those provided to such Continuing Employees as of the health, welfare and other employee benefits (excluding severance) in effect immediately prior to the Closing. For Effective Time; provided, however, for the avoidance of doubt, in no event shall this Section 7.16(a8.16(a) require that any Continuing Employee be entitled to accrue benefits in a defined benefit pension plan following the Closing. The employment terms and conditions of each Continuing Employee whose employment is covered by a Labor Agreement to which Danube or a Danube Subsidiary is a party or bound shall be governed by the applicable Labor AgreementEffective Time. (b) Amazon Aon shall or shall cause a Subsidiary of Amazon Aon to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period in a manner that would entitle such Continuing Employee to severance under a Danube WTW Benefit Plan in effect on the date hereof and listed on or permitted to be entered into under Section 4.8(a) of the Danube Disclosure Letter7.1(ii)(c), severance benefits that are no less favorable than the severance benefits (if any) to which such Continuing Employee would have been entitled upon such a termination of employment under the applicable Danube WTW Benefit Plan. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Amazon Aon providing employee benefits to any Continuing Employees following the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with Danube the WTW or a Subsidiary of Danube WTW and its predecessors (including acquired entities or any other entities for which Danube has given credit for prior service) before the ClosingEffective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the ClosingEffective Time, to credit for such service under the corresponding Danube WTW Benefit Plan in which such Danube WTW Employee participated or was eligible to participate immediately prior to the Closing; providedEffective Time, however, provided that the foregoing shall not apply with respect to (i) any frozen or grandfathered plan, any defined benefit pension plan or any retiree or post-termination health or welfare benefit plan (other than such plans that were Danube WTW Benefit Plans prior to the Closing Effective Time under which service was credited as of the Closing) Effective Time), or (ii) to the extent that its application would result in a duplication of benefits or compensationcompensation with respect to the same period of service. In addition, and without limiting the generality of the foregoing, to the extent permitted by the applicable New Plans on the date hereof, Amazon Aon shall use commercially reasonable efforts to cause (A) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Danube WTW Benefit Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”) ), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Employee, (1) 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, unless and to the extent the individual was subject to such conditions under the comparable Old Plans immediately prior to entry in the New Plans, and (2) any eligible deductible, co-insurance and covered out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan 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 as if such amounts had been paid in accordance with such New Plan (to the same extent such expenses have been or would have been taken into account under the comparable Old Plan prior to the Closing). (d) The treatment Aon shall or shall cause a Subsidiary of Aon to pay to eligible Continuing Employees cash bonus or commission amounts for the full year in which the Effective Time occurs unless a payment for the period through the Effective Time has already been paid, in which case Aon or a Subsidiary of Aon will pay such amount for the remainder of such year; provided that, any amounts payable in respect of the Danube Employee short-term and long-term period of such year prior to the Effective Time shall be no less than the amounts accrued by WTW with respect to such cash incentive programs and awards will be as set forth in Section 7.16(d) compensation; provided further, that if any WTW Employee’s employment is involuntarily terminated following the end of the Danube Disclosure Letter (performance period for the “Danube Incentives Treatment”). Prior year in which the Effective Time occurs, but prior to the Closing, Danube shall take all actions, including obtaining appropriate resolutions payment of the Danube Board of Directors and providing all notices and obtaining all consentscash bonus or commission amounts payable for such performance period, that are necessary such employee shall receive such cash bonus or desirable commission amounts when paid to effectuate the Danube Incentives Treatmentother WTW Employees. (e) Effective no later than Aon hereby acknowledges that the day immediately preceding the Closing Date, unless otherwise directed in writing by Amazon at least ten (10) days prior to the Closing Date, Danube shall take or cause to be taken all actions necessary to effect the termination of any Danube Benefit Plan intended to qualify as qualified cash or deferred arrangements under Section 401(k) consummation of the Code Transactions contemplated hereby will constitute a “change of control” of WTW (the “Danube 401(kor similar phrase) Plan”). Danube shall provide Amazon with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of each such Danube Benefit Plan in advance and give Amazon a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Danube shall provide Amazon with evidence that each such Danube Benefit Plan has been terminated effective no later than the day immediately preceding the Closing Date pursuant to an action taken by the applicable governing body of Danube or any Danube Subsidiary. No later than the Closing Date, Amazon and/or its Subsidiaries shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of the WTW Benefit Plans set forth in Section 401(k) 5.9 of the Code (and a related trust exempt from tax under Section 501(a) of the Code) WTW Disclosure Letter (as applicable, the “Amazon 401(k) Plan”), and each continuing Employee participating in the Danube 401(k) Plan immediately prior to the Closing Date shall be eligible to participate in the corresponding Amazon 401(k) Plan as of the Closing Date, and each Continuing Employee who would have become eligible to participate in the Danube 401(k) Plan shall become eligible to participate in the Amazon 401(k) Plan no later than such time as he or she would have become eligible to participate in the Danube 401(k) Plan. Amazon and/or its Subsidiaries shall cause the Amazon 401(k) Plan to accept from the Danube 401(k) Plan the “direct rollover” of the account balance (including, to the extent permitted by the Amazon 401(k) Plan, the in-kind rollover of promissory notes evidencing all outstanding loans) of each Continuing Employee who elects such direct rollover in accordance with the terms of the Danube 401(k) Plan, the Amazon 401(k) Plan and the Code.84 (f) From the date of this Agreement through the Closing Date, Amazon Aon and Danube WTW shall cooperate in good faith in respect of consultation obligations and similar notice and bargaining obligations owed to any Continuing Employees, independent contractors employees or consultants of Danube WTW or any Subsidiary of Danube WTW or any employees, independent contractors employees or consultants of Amazon Aon or any subsidiary of Amazon Aon (as or applicable), or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if any. (g) Nothing contained in this Section 7.16 8.16 or elsewhere in this Agreement (whether express or implied) shall, or shall be construed so as to, , (i) create or confer any rights, remedies or claims upon any current employee, consultant, director or former Danube Service Provider other service provider of WTW or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement upon any Danube Service Provider WTW Employee or any other Person, (ii) establish, amend amend, or modify any Danube WTW Benefit Plan, any New Plan or any other benefit or compensation plan, program, policy, agreement, arrangement arrangement, or Contract Contract, (iii) prohibit or limit the ability of Aon or any of its Affiliates to amend, modify or terminate any benefit or compensation plan (including without limitation any defined benefit pension plan), program, policy, agreement, arrangement, or contract at any time that is or has been assumed, established, sponsored or maintained by any of them or (iiiiv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties (l) (m) (n) (o).