Common use of Employee Benefit Matters Clause in Contracts

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees thatFor the period commencing on the Closing Date and ending on ninetieth (90th) day after the Closing Date (the “Continuation Period”), effective as Purchaser shall make available or cause its Affiliates to make available to each Associated Person set forth in the Private Client Group Schedule, Public Finance Group Schedule or Fixed Incomes RR’s Schedule who continues employment with the Companies, the Transferred Subsidiaries, Purchaser or any of the Effective Time and for a one year period Affiliates of Purchaser following the Effective TimeClosing Date (each, Parent a “Continuing Employee”) compensation arrangements which are substantially similar to Xxxxxx Xxxxxx’x and consistent with Purchaser’s compensation policies. In addition, during the Continuation Period, Purchaser shall provide, provide or cause Acquisition and its subsidiaries and successors Affiliates to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided provide to the Continuing Employees as of the date of this AgreementEmployees, employee benefit plans, programs, policies and arrangements that are substantially similar to Xxxxxx Xxxxxx’x and consistent with Purchaser’s employee benefit plans, programs, policies and arrangements. (b) Except with respect Effective as of the Closing Date, the Employees and their applicable dependents shall cease to accruals accrue benefits under any Seller Benefit Plans. From and after the Closing Date, to the extent applicable and permitted under the applicable Purchaser Benefit Plan (as defined below), (i) each Employee shall receive full credit for all service with the Companies or any of their Affiliates for purposes of any employee benefit plan sponsored or maintained by Purchaser or its Affiliates (“Purchaser Benefit Plans”) including, but not limited to, recognition of service for eligibility, vesting, level of benefit and benefit accrual (other than benefit accrual under a defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to), (iii) Purchaser or its Affiliates, as applicable, shall waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)and at-work conditions, exclusions and waiting periods if any, with respect to participation and coverage requirements applicable to the Continuing Employees each Employee under any Purchaser Benefit Plans that are welfare plan that such employees may be eligible to participate in after the Effective Time, benefit plans and (iiiii) Purchaser or its Affiliates shall provide credit to each Continuing Employee with credit for any co-payments and deductibles paid by such employees under the Seller Benefit Plans for the plan year during which the Closing Date occurs. Seller and Purchaser shall negotiate in good faith during the period commencing as of the date hereof and ending prior to the Effective Time in satisfying any Closing Date to agree upon appropriate transition arrangements related to (i) treatment of claims for health, dental and short-term disability benefits incurred by the Employees and their applicable deductible or out-of-pocket requirements dependents under any welfare plans that of the Seller Benefit Plans prior to the Closing Date, regardless of whether such employees are eligible to participate in claims were reported before or after the Effective Time to the same extent as if those deductibles or co-payments had been paid Closing Date, (ii) continuation coverage under the welfare plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (and any similar state law), Section 4980B of the Code, and Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder for which such employees are Employees and their eligible dependents, including an agreement for the provision of COBRA coverage to applicable Employees and their applicable dependents under applicable Seller Benefit Plans for a period of ninety (90) days after the Effective TimeClosing Date, and (iii) true up of participating Employee’s health flexible spending contributions between Purchaser’s health flexible spending account plan (“Purchaser Health FSA”) and Seller’s Cafeteria Plan (“Seller Health FSA”). (c) Parent Purchaser shall cause an aggregate of between $250 million to $300 million to be committed in connection with stay bonuses, severance, retention and Acquisition other transition/restructuring costs pursuant to a retention program mutually agreed in good faith between Purchaser and Seller prior to the date hereof. (id) Promptly after execution of this Agreement, but in no event later than thirty (30) days prior to the Closing Date, Seller shall deliver to Purchaser Schedule 7.5(d) of Seller’s Disclosure Schedules which shall set forth a true and complete list of each participant in any Company Benefit Plan together with such participant’s vested amounts and vesting schedule. (e) Prior to the Closing Date, if requested by Purchaser in writing, Seller shall pass, or shall cause Acquisition after consummation to be passed, a resolution to terminate the Xxxxxx Xxxxxx Revised Profit Sharing and Retirement Savings Plan (the “Retirement Plan”), effective immediately prior to the Closing Date. Any other actions related to the termination of the Merger contemplated Retirement Plan, including, but not limited to, applying to the IRS for a determination letter related to such termination and making any plan amendments, shall be taken following the Closing Date by this Agreement to assumethe Companies, honorthe Transferred Subsidiaries, and pay all amounts provided underPurchaser or any Affiliate of Purchaser, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated determined by this AgreementPurchaser.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of the Effective Time and for a one year period following the Effective Time, Parent shall will provide, or will cause Acquisition to be provided, to each employee of the Company who continues to be employed by Parent and its subsidiaries Parent Subsidiaries (individually, a “Company Employee” and successors collectively, “Company Employees”) in the same geographic location at which such employee is employed as of the Closing Date who is not at the applicable time covered by a CBA (individually, a “Continuing Employee” and collectively, the “Continuing Employees”) base salary rate, commission, target bonus opportunity and benefits on terms at least as favorable in the aggregate as the corresponding cash compensation opportunities and benefits provided to provide, those persons who, the Continuing Employee by the Company immediately prior to the Effective Time, were employees . The employment terms and conditions of each Company Employee whose employment is covered by a CBA at the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in applicable time shall be governed by the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementapplicable CBA. (b) Except To satisfy the continuing benefit obligation of Section 5.8(a), Parent may either (i) continue Company Benefit Plans with respect to accruals under Continuing Employees, (ii) permit Continuing Employees and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any defined plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Parent, or (iii) a combination of clauses (i) and (ii). To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit pension planplans, at such time as a Continuing Employee is provided benefits under program or policies following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Continuing Employees are entitled to participate to treat (subject to any required approval of the applicable insurance provider), the service of Continuing Employees with the Company or arrangements any of Parent or its predecessors to the extent previously recognized by the Company as of the date hereof attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation, or any subsidiary Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including the applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount), equity incentive plans and eligibility for early retirement under any benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or actively at work or similar limitations, eligibility waiting periods, evidence of insurability requirements or required physical examinations under any health or similar plan of Parent to be waived with respect to Continuing Employees and their eligible dependents (subject to any required approval of the applicable insurance provider); provided, however, that with respect to preexisting conditions, such conditions shall be waived to the extent waived under the corresponding plan in which Continuing Employees participated immediately prior to the date Continuing Employees and their eligible dependents are transitioned to Parent’s health or similar plans. Parent shall also use commercially reasonable efforts to cause any deductibles paid by Continuing Employees under any of the Company’s health plans in the plan year in which Continuing Employees and their eligible dependents are transitioned to Parent’s health or similar plans to be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. (c) For the terms of the agreements or arrangements, Parent shall honor, and shall cause the Company or the Surviving Corporation, Parent willas applicable, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, the employment, severance and change in control agreements and arrangements that are listed on Section 5.8(c) of the Company Disclosure Schedule. (iid) to honor Nothing in this Agreement will require the continued employment of any Person. No provision of this Agreement will constitute an amendment of, or will prevent Parent or the Surviving Corporation from amending or terminating, any Company Benefit Plan or benefit plans of any Parent or Parent Subsidiaries. (e) The Company and to cause Acquisition to honor, Parent acknowledge and agree that all rights, privileges and modifications to or provisions contained in this Section 5.8 with respect to employees are included for the sole benefit of the respective parties and will not create any such right in any other Person, including any employees, former employees, any participant in any Company Employee Plans that become effective as a result of Benefit Plan or any beneficiary thereof, nor will require the Company to continue or amend any particular benefit plan after the consummation of the transactions contemplated by this AgreementAgreement for any employee or former employee of the Company, and any such plan may be amended or terminated in accordance with its terms and applicable Law. (f) Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.8 shall create any third party beneficiary rights in any Company Employee or current or former Service Provider (or any beneficiaries or dependents thereof).

Employee Benefit Matters. (a) Parent hereby agrees that, effective as for a period of two (2) years immediately following the Effective Time and for a one year period following the Effective Time, Parent shall provideSurviving Corporation shall, or shall cause Acquisition the Company Subsidiaries to, maintain employee benefit plans, programs and its subsidiaries arrangements for the benefit of active and successors retired employees of the Company and the Company Subsidiaries that in the aggregate will provide compensation and benefits that are substantially equivalent to providethe compensation and benefits provided to such active and retired employees under the employee benefit plans, those persons who, programs and arrangements of the Company and the Company Subsidiaries as in effect immediately prior to the Effective Time; provided, were however, that changes may be made to such employee benefit plans and arrangements to the extent necessary in light of applicable Law. From and after the Effective Time, the Surviving Corporation shall honor, and shall cause the Company Subsidiaries to honor, in accordance with their terms, all existing employment and severance agreements and arrangements and severance, termination protection and bonus plans which are applicable to any current or former employees or directors of the Company or any of the Company Subsidiaries and that have been disclosed or made available to Parent. (b) With respect to any benefits plans of Parent or Parent Subsidiaries in which the officers and employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees")the Company Subsidiaries participate after the Effective Time, with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries shall use reasonable efforts to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, : (i) waive all any limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees such officers and employees under any welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, and excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee such officer and employee with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that benefit plan in which such employees are may be eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time, and (iii) other than with respect to vesting credit with respect to Parent options granted to such officers and employees (other than pursuant to Section 2.04), recognize all service of such officers and employees with the Company and the Company Subsidiaries (and their respective predecessors) for all purposes (including without limitation purposes of eligibility to participate, vesting credit, entitlement for benefits, and benefit accrual) in any benefit plan in which such employees may be eligible to participate after the Effective Time, except to the extent such treatment would result in duplicative accrual of benefits for the same period of service. (c) Parent Following the Effective Time, the Surviving Corporation shall or shall cause the Company Subsidiaries, as applicable, to continue to maintain the Porex 401(k) Savings Plan and Acquisition related trust (ithe "Porex Savings Plan") to cause Acquisition after consummation for the benefit of the Merger contemplated by this Agreement employees of Porex Corporation and the participating employers thereunder for a period of time which shall be not less than the number of plan years necessary to assumeallocate the "Surplus Account" transferred to the Porex Savings Plan, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result qualified replacement plan, from the terminated Pension Plan for Employees of any Porex Technologies Corp. and its related trust (the "Pension Plan"). For purposes of determining allocations of such contributions to participants under the Porex Savings Plan each plan year, the level of employer contributions in place immediately prior to the Effective Time shall continue in effect during the time period necessary to allocate 100% of the transactions contemplated by "Surplus Account", including any earnings thereon, to the accounts of such participants, subject to the limitations of Section 415 of the Code. All allocations of employer contributions from the "Surplus Account" shall be fully vested and nonforfeitable for each participant. For purposes of this Agreementparagraph, "Surplus Account" shall mean the amount of the Pension Plan assets which represents 100% of the full amount which Porex Corporation could receive as an employer reversion from the terminated Pension Plan following complete distribution of all liabilities under the Pension Plan and its related trust, plus any earnings thereon.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall, and shall providecause its Subsidiaries (including the Surviving Corporation) to, honor and provide for payment of all accrued obligations and benefits under all Company Plans and employment or cause Acquisition severance agreements between Company and persons who are or had been employees of Company or any of its subsidiaries and successors to provide, those persons who, immediately Subsidiaries at or prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment Time ("Continuing Covered Employees"), all in accordance with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementtheir respective terms. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation From and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, Parent shall, and shall cause its Subsidiaries (iiincluding the Surviving Corporation) to, provide each Continuing Employee with Covered Employees who remain in the employ of Parent or any such Subsidiary employee benefits that are reasonably comparable to the employee benefits provided to similarly situated employees of Parent or any such Subsidiary who are not Covered Employees. To the extent that Covered Employees are included in any benefit plan of Parent or its Subsidiaries, Parent agrees that the Covered Employees shall receive credit under such plan (other than any such plan providing for any co-payments and deductibles paid sabbaticals) for service prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time with Company and its Subsidiaries to the same extent as if those such service was counted under similar Company Plans for purposes of eligibility, vesting, eligibility for retirement (but not for benefit accrual) and, with respect to vacation, disability and severance, benefit accrual. To the extent that Covered Employees are included in any medical, dental or health plan other than the plan or plans they participated in at the Effective Time, Parent agrees that any such plans shall not include pre-existing condition exclusions, except to the extent such exclusions were applicable under the similar Company Plan at the Effective Time, and shall provide credit for any deductibles or and co-payments had been paid under applied or made with respect to each Covered Employee in the welfare plans for which such employees are eligible after calendar year of the Effective Timechange. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by Notwithstanding anything in this Agreement to assumethe contrary, honorfrom and after the Effective Time, the Surviving Corporation will have sole discretion over the hiring, promotion, retention, firing and pay all amounts other terms and conditions of the employment of employees of the Surviving Corporation. Except as otherwise provided underin this Section 6.9, all nothing herein shall prevent Parent or the Surviving Corporation from amending or terminating any Company Employee Plans Plan in accordance with their its terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees thatand the Purchaser shall employ or continue to employ such employees as determined by Parent, effective as of the Purchaser and the Company by the Effective Time and (the “Transferred Employees”), with the understanding that such employment shall be at will for a one year period following all employees other than those who have entered into employment agreements, if any, with Parent and/or the Effective TimePurchaser. At Parent’s request, Parent the Company Board shall provideadopt resolutions terminating, or cause Acquisition and its subsidiaries and successors to provide, those persons who, effective immediately prior to the Effective Time, were employees any Company Benefit Plan which is intended to meet the requirements of Section 401(k) of the Code (each such Company and its subsidiaries and who continue in such employment ("Continuing Employees"Benefit Plan, a “401(k) Plan”), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after At the Effective Time, the Company shall provide Parent with (i) executed resolutions of the Company Board authorizing such 401(k) Plan termination in a form acceptable to Parent and (ii) provide an executed amendment to each Continuing such 401(k) Plan sufficient as determined in Parent’s discretion to assure compliance with all applicable requirements of the Code and regulations thereunder. Each Transferred Employee with credit shall, as of the Effective Time, become fully vested in his or her account balance under the Company’s 401(k) Plan. Parent and the Purchaser shall, to the extent permissible under applicable laws and in its sole discretion, either take whatever actions are reasonably necessary or appropriate to effect a trust-to-trust transfer of the accounts of Transferred Employees in the Company’s 401(k) Plan into a plan designated by Parent or the Purchaser to accept the transferred accounts or take whatever actions are reasonably necessary or appropriate in order for such plan to accept the transferred accounts by rollover of eligible rollover distributions. With respect to such Transferred Employees, Parent or the Purchaser (or the Company) shall (i) cause any co-payments and deductibles paid Transferred Employee that was covered under a medical plan, dental or vision plan, disability benefit plan or life insurance plan (collectively the “Benefit Plans”) immediately prior to the Effective Time in satisfying to be covered on the Effective Time by the same or a comparable employee benefit plan, program or arrangement maintained by Parent or the Purchaser, without limitations based upon pre-existing conditions (and the amount of any applicable deductible or out-of-pocket requirements expenses incurred prior to the Effective Time under the Benefit Plans shall be credited toward satisfaction of deductibles under the benefit plans of Parent), (ii) cause the Surviving Corporation to recognize all service completed by the Transferred Employees for purposes of determining eligibility service and vesting service under any welfare plans that such employee benefit plan, program or arrangement maintained by Parent or any Parent Subsidiary (collectively, “Parent Benefit Plans”) for their employees are eligible to participate in on or after the Effective Time and (iii) cause the Surviving Corporation to assume responsibility for the vacation time and sick leave benefits due to the same extent Transferred Employees as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after of the Effective Time. (c) Parent and Acquisition (i) . Prior to cause Acquisition after consummation the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the Merger contemplated SEC so that the disposition by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or options to acquire Shares pursuant to this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result the Merger shall be an exempt transaction for purposes of any of the transactions contemplated by this AgreementSection 16.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of the Effective Time and for a at least one year period following the Effective Time, Parent shall provideprovide to each employee of the Company, CPS and each Company Subsidiary who continues to be employed by Parent, CPS or cause Acquisition the Surviving Corporation (or any Subsidiary thereof) (the “Continuing Employees”) total compensation (including employee benefits other than equity based compensation and its subsidiaries retention benefits and successors based on bonus opportunity rather than actual bonus payments) that is at least substantially comparable in the aggregate to provide, those persons who, the compensation provided to such Continuing Employees immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date execution of this Agreement. (b) Except with With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to and instruct CPS to assume the liability for such accrued personal, sick or vacation time and allow such Continuing Employee to use such accrued personal, sick or vacation time in accordance with the practice and policies of Parent, CPS or the Surviving Corporation, as applicable. (c) With respect to any employee benefit plan, program, policy and arrangement maintained by Parent, CPS or the Surviving Corporation (or any Subsidiary thereof) (collectively, the “Parent Benefit Plans”) in which any Continuing Employee may participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to and instruct CPS to, take such actions as are necessary to recognize all service of the Continuing Employees with the Company, CPS or a Company Subsidiary, as the case may be, for purposes of (i) vesting and eligibility and (ii) level of benefits (for purposes of vacation, severance and other service-based benefits, but not for purposes of benefit accruals under any defined benefit pension plan), at to the same extent and for the same purposes that such time service was recognized under a corresponding Company Benefit Plan as of the Effective Time; provided, however, that no such credit shall be required to the extent that it would result in a Continuing Employee is provided duplication of benefits under for the benefit plans or arrangements same period of service. (d) Parent or the Surviving Corporationshall, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will shall cause the Surviving Corporation and its subsidiaries to, give take such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements actions as are necessary to cause the group health plan maintained by Parent, Acquisition CPS or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to(or any Subsidiary thereof), to the extent such group health plan is made available to the Continuing Employees after the Effective Time, to (i) waive all any evidence of insurability requirements, waiting periods, and any limitations as to preexisting medical conditions under the group health plan applicable to the Continuing Employees and their spouses and eligible dependents (except but only to the extent that such preexisting condition limitations did not apply or were not waived satisfied under the Company's then-existing welfare plans), exclusions and waiting periods with respect applicable Company Benefit Plan prior to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, ) and (ii) provide each the Continuing Employee Employees with credit credit, for any co-payments and deductibles paid prior to the calendar year in which the Effective Time in satisfying occurs, for the amount of any applicable deductible or out-of-of pocket requirements under any welfare plans expenses or deductible expenses that such employees were covered by the applicable medical or dental Company Benefit Plan and are eligible to participate incurred by them during the calendar year in after which the Effective Time occurs under a group medical or dental plan maintained by Parent, CPS or the Surviving Corporation (or any Subsidiary thereof). (e) Parent shall, or shall cause the Surviving Corporation to, pay the amount of bonus that may become payable to eligible employees of the Company, CPS and each Company Subsidiary under the terms of the Company’s Management Incentive Plan and Employee Incentive Program for the fiscal year ending December 31, 2010. (f) No provision of this Agreement shall create any third-party beneficiary or other rights in any Continuing Employee or former employee (including any beneficiary or dependent thereof) in respect of any benefits that may be provided, directly or indirectly, under any Parent Benefit Plan for Continuing Employees. Notwithstanding anything in this Agreement to the same extent as if those deductibles contrary, nothing in this Section 5.8 shall impede or co-payments had been paid under limit the welfare plans Parent, the Company, the Surviving Corporation or any of their Affiliates from (x) terminating any of their employees at any time for which such employees are eligible after any reason or no reason, subject to the provisions of applicable Law, or (y) amending or terminating any Company Benefit Plan or any Parent Benefit Plan following the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent The Buyer agrees that, effective during the period commencing on the Effective Time and ending on the first anniversary thereof, to the extent permitted by law, it will provide or cause the Surviving Corporation to provide employees of the Company who become employees of the Surviving Corporation as of the Effective Time (“Covered Employees”) with employee benefit plans, programs and for a one year period following arrangements (including severance plans, programs and arrangements) which in the Effective Timeaggregate are substantially comparable to those currently provided by the Buyer to similarly situated employees of Buyer. For purposes of employee benefit plans, Parent programs and arrangements provided to Covered Employees maintained or contributed to by the Buyer or any of its Subsidiaries, the Buyer shall, and shall providecause its Subsidiaries to, or cause Acquisition treat service of each Covered Employee with the Company and its subsidiaries and successors to provide, those persons who, immediately prior Subsidiaries (to the Effective Timesame extent such service is recognized under analogous plans, were employees programs and arrangements of the Company and its subsidiaries Subsidiaries) as service rendered to the Buyer and its Subsidiaries, solely for the purpose of eligibility to participate and vesting thereunder. To the extent permitted by the terms of the Buyer’s 401(k) plan, the Buyer shall use reasonable efforts to allow Covered Employees who are eligible under the terms of the Buyer’s 401(k) plan and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable have account balances in the aggregate Company 401(k) Plan to benefits and compensation that are provided roll over such account balances to the Continuing Employees as of the date of this AgreementBuyer’s 401(k) plan. (b) Except with respect to accruals under any defined benefit pension planThe Buyer will honor, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will and cause the Surviving Corporation to honor, pursuant to their terms, all employee severance plans and its subsidiaries toemployment, give such Continuing Employee full credit for purposes change of eligibility and vesting under such employee benefit plans control or arrangements maintained by Parent, Acquisition or any subsidiary severance agreements of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary its Subsidiaries that are specifically identified in Section 6.11(b) of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeDisclosure Schedule. (c) Parent Effective no later than the day immediately preceding the Effective Time, the Company and Acquisition its ERISA Affiliates, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements (iwritten or unwritten) and any plans intended to cause Acquisition after consummation include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company that such 401(k) plans shall not be terminated) (collectively, “Company 401(k) Plans”). Unless Buyer provides such written notice to the Company, the Company shall provide Buyer with evidence that such Company 401(k) Plans have been terminated (effective no later than the day immediately preceding the Effective Time) pursuant to resolutions of the Merger contemplated by this Agreement Company’s Board of Directors. The form and substance of such resolutions shall be subject to assume, honor, review and pay all amounts provided under, all approval of Buyer. The Company Employee Plans also shall take such other actions in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any furtherance of terminating such Company Employee 401(k) Plans that become effective as a result of any of the transactions contemplated by this AgreementBuyer may reasonably require.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition agree (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as of From and after the Effective Time and for the period ending on the date that is six (6) months from the Effective Time (or, if earlier, until the termination of such Continuing Employee’s employment) except as otherwise required pursuant to a one year period collective bargaining agreement, Parent shall (i) provide or cause its Subsidiaries, including the Surviving Corporation, to provide to each employee of the Company and its Subsidiaries immediately prior to the Effective Time who remains employed by Parent or its Subsidiaries (including the Surviving Corporation) following the Effective TimeTime (each a “Continuing Employee”) base compensation that is not less favorable than the base compensation provided to such Continuing Employee immediately prior to the Effective Time and (ii) provide or cause Parent’s Subsidiaries, including the Surviving Corporation, to provide benefits (including target annual cash bonus opportunity but excluding equity-based or equity-linked compensation or benefits, and excluding any pension or other retiree benefits) to each Continuing Employee that, taken as a whole, have a value that is substantially comparable in the aggregate as such benefits provided to similarly-situated employees of Parent shall provideand its Subsidiaries, or cause Acquisition and its subsidiaries and successors provided to provide, those persons who, such Continuing Employee immediately prior to the Effective Time, were employees of the Company and as determined by Parent in its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementdiscretion. (b) Except with With respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of maintained by Parent or any of its Subsidiaries, including the Surviving Corporation, or for all purposes, including determining eligibility to participate, vesting and benefit accruals (including any subsidiary of Parent or the Surviving Corporationvacation and paid time off accruals), Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such each Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' Employee’s service with the Company or any subsidiary of its Subsidiaries, as reflected in the Company to the same extent recognized by the Company at such time. Company’s records, shall be treated as service with Parent willor any of its Subsidiaries, or will cause including the Surviving Corporation and its subsidiaries towhere length of service is relevant; provided, however, that such service need not be recognized or credited (i) waive all limitations as to preexisting conditions the extent that such recognition would result in any duplication of coverage or benefits, (ii) with respect to a newly established plan for which prior service is not taken into account or with respect to any equity based compensation, or (iii) if it results in benefit accruals with respect to any defined benefit plan. (c) Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to take reasonable best efforts to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent or any of its Subsidiaries in which Continuing Employees (and their covered family members) will be eligible to participate from and after the Effective Time, except to the extent that such limitations were pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid comparable Company Plan immediately prior to the Effective Time in satisfying any applicable deductible Time. Parent shall, or shall cause its Subsidiaries, including the Surviving Corporation, to take reasonable best efforts to recognize, or cause to be recognized, the dollar amount of all co-payments / co-insurance, deductibles, out-of-pocket requirements maximums and similar expenses incurred by each Continuing Employee (and his or her covered family members) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and out-of-pocket maximum under any the relevant welfare benefit plans that in which such employees are Continuing Employee (and family members) will be eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible from and after the Effective Time. (cd) Parent and Acquisition Parent, its Subsidiaries or the Company, as applicable, shall cause: (i) all incentive bonus amounts pursuant to cause Acquisition the Management Incentive Plan for Fiscal Year 2018 (“MIP”) under the Company’s Performance Incentive Plan (the “Incentive Plan”) to be determined (by the Company’s Compensation Committee after consummation consultation with Parent and consistent with the terms of the Merger contemplated MIP) and paid in the ordinary course of business consistent with past practice to participants in the MIP, but in no case later than March 15, 2019, provided that (x) the Target Bonus Percentage (as defined in the MIP) shall be determined by this Agreement the Company’s management and Compensation Committee prior to assume, honorthe Closing Date consistent with the terms of the MIP and past practice, and pay (y) notwithstanding the terms of the MIP or the Incentive Plan to the contrary, any participant in the MIP whose employment is terminated on or following the Closing Date (A) by the Company, Merger Sub, Parent and their Subsidiaries without “Cause” (as such term is defined in the Company’s Change in Control and Severance Plan (the “CIC Plan”), without regard to whether such participant is eligible to participate in the CIC Plan), (B) by the participant for “Good Reason” (as defined in the CIC Plan), if such participant is a participant in the CIC Plan, or (C) by the participant (other than a participant who is a participant in the CIC Plan) for a reason specified in Section 6.8(d)(i) of the Company Disclosure Letter, shall continue to be eligible to receive a payout under the MIP, with any such payout amount to be determined based on actual performance results, and pro-rated based on a fraction, the numerator of which is the number of days the participant was employed by the Company, Merger Sub, Parent or any of their respective Subsidiaries during the fiscal year ending December 31, 2018, and the denominator of which is 365; (ii) all amounts pursuant to a long-term performance award (a “Performance Award”) under the Incentive Plan for the performance period commencing on January 1, 2016 and ending on December 31, 2018, (the “2018 LTIP Cycle”), to be determined (by the Company’s Compensation Committee after consultation with Parent and consistent with the terms of the Incentive Plan and the applicable Performance Award Agreement) and paid to participants in the ordinary course of business consistent with past practice, but in no case later than March 15, 2019, provided underthat notwithstanding the terms of the Performance Award or the Incentive Plan to the contrary, all any Performance Award participant whose employment is terminated on or following the Closing Date (A) by the Company, Merger Sub, Parent and their Subsidiaries without “Cause” (as such term is defined in the CIC Plan, without regard to whether such participant is eligible to participate in the CIC Plan), (B) by the participant for “Good Reason” (as defined in the CIC Plan), if such participant is a participant in the CIC Plan, (C) by the participant (other than a participant who is a participant in the CIC Plan) for a reason specified in Section 6.8(d)(i) of the Company Employee Plans Disclosure Letter, or (D) due to a “Qualifying Event” (as defined in the Performance Award Agreement), shall continue to be eligible to receive a payout of his or her Performance Award for the 2018 LTIP Cycle, with any such payout amount to be determined based on actual performance results for the 2018 LTIP Cycle, and pro-rated based on the number of full calendar months the participant was employed by the Company, Merger Sub, Parent or any of their respective Subsidiaries during the 2018 LTIP Cycle, in accordance with their termsthe pro-ration formula set forth in Section 7 of the Performance Award Agreement; and (iii) pursuant to Section 9 of the Performance Awards for the performance periods (x) commencing on January 1, 2017 and ending on December 31, 2019, and (iiy) to honor commencing on January 1, 2018 and to cause Acquisition to honorending on December 31, 2020 (each an “LTIP Cycle”), all rightsamounts for such LTIP Cycles to be paid at or as soon as reasonably practicable (in connection with ordinary payroll cycles) following the Closing to each participant thereof with respect to the applicable LTIP Cycle with the participant’s eligibility for such Performance Award determined by reference to a pro-rated Performance Goal, privileges as determined by the Company’s Compensation Committee immediately prior to the Closing Date after consultation with Parent and modifications consistent with the terms of the Incentive Plan and the applicable Performance Award Agreement, which shall be calculated based on actual performance results by multiplying the applicable Cumulative Operational EBITDA target or Cumulative Property EBITDA target (each as set forth in the Performance Award Agreement), as applicable, by a fraction the numerator of which is the number of completed full calendar months in the applicable LTIP Cycle prior to or the Closing and the denominator of which is thirty-six (36), and with the payout amount with respect to any such Company Employee Plans that become effective Performance Award pro-rated by multiplying the Actual Performance Award (as defined in the Performance Award Agreement) by a fraction the numerator of which is the number of completed full calendar months in the applicable LTIP Cycle prior to the Closing and the denominator of which is thirty-six (36). In connection with, and as a result condition to, the payment of a pro-rated Performance Award with respect to any of the transactions LTIP Cycle as contemplated by this Section 6.8(d)(iii), the Performance Award shall be cancelled, and none of Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates shall have any remaining obligations or liabilities thereunder whatsoever (including with respect to any post-Closing portion of the applicable LTIP Cycle). (e) If requested by Parent in writing delivered to the Company not less than ten (10) Business Days before the Closing Date, the Board of Directors of the Company (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan(s), effective as of immediately prior to the Closing. (f) Without limiting the generality of Section 9.9, the provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee (including any Continuing Employee), director or consultant of the Company or its Subsidiaries (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 6.8 shall create such rights in any such individuals. Nothing contained in this Agreement shall: (i) guarantee employment for any period of time or preclude the ability of Parent, the Surviving Corporation or their respective Affiliates to terminate the employment of any Continuing Employee at any time and for any reason; (ii) subject to the actions required by Section 6.8(d), require Parent, the Surviving Corporation or any of their respective Affiliates to continue any Company Plan or other employee benefit plans, programs or Contracts or prevent the amendment, modification or termination thereof following the Closing; or (iii) amend any Company Plans or other employee benefit plans, programs or Contracts. (g) The Company and its Subsidiaries shall timely satisfy any required notifications and/or consent requirements of any works councils or other labor or employee organizations, as may be required under applicable Law or any collective bargaining or similar labor agreement, in each case in connection with this Agreement or the Transactions.

Employee Benefit Matters. (a) Parent hereby agrees that, effective as for a period of two years immediately following the Effective Time, it shall, or shall cause the Surviving Corporation and the Company Subsidiaries to, maintain employee benefit plans, programs and arrangements for the benefit of active and retired employees of the Company and the Company Subsidiaries that in the aggregate will provide compensation and benefits that are substantially equivalent to the compensation and benefits provided to such active and retired employees under the employee benefit plans, programs and arrangements of the Company and the Company Subsidiaries as in effect immediately prior to the Effective Time Time; provided, however, that changes may be made to such employee benefit plans and for a one year period following arrangements to the extent necessary in light of applicable Law. From and after the Effective Time, Parent shall providehonor, and shall cause the Surviving Corporation and the Company Subsidiaries to honor, in accordance with their terms, all existing employment and severance agreements and arrangements and severance, termination protection and bonus plans which are applicable to any current or cause Acquisition former employees or directors of the Company or any of the Company Subsidiaries and its subsidiaries that have been disclosed or made available to Parent. (b) With respect to any benefits plans of Parent or Parent Subsidiaries in which the officers and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees")the Company Subsidiaries participate after the Effective Time, with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporationshall, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will shall cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries use reasonable efforts to, : (i) waive all any limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees such officers and employees under any welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, and excluded from participation in a Company benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee such officer and employee with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that benefit plan in which such employees are may be eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time, and (iii) other than with respect to vesting credit with respect to Parent options granted to such officers and employees (other than pursuant to Section 2.04), recognize all service of such officers and employees with the Company and the Company Subsidiaries (and their respective predecessors) for all purposes (including without limitation purposes of eligibility to participate, vesting credit, entitlement for benefits, and benefit accrual) in any benefit plan in which such employees may be eligible to participate after the Effective Time, except to the extent such treatment would result in duplicative accrual of benefits for the same period of service. (c) Parent and Acquisition If at any time following the Effective Time but prior to the date two (2) years following the Effective Time, (i) to cause Acquisition after consummation Parent shall terminate any employee of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and or any Company Subsidiary without "cause" (as defined below) or (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such employee shall terminate his or her employment with Parent, the Company Employee Plans that or any Company Subsidiary following a "material reduction in the duties" or material reduction in compensation of such employee or the relocation of such employee to a location more than 25 miles from such employee's existing work location, without the employee's consent, Parent shall cause all Company Stock Options granted to such employee to become effective fully exercisable upon such termination. A "material reduction in the duties" of an employee means a substantive reduction in duties, not a change in title or reporting hierarchy occurring as a result of any the Merger (including as a result of the transactions contemplated Company being combined with Parent or becoming a subsidiary of Parent following the Merger). "Cause" means (A) repeated failure by an employee to perform his or her duties in any material respect following notice and a reasonable period of time to correct such failure; (B) an employee engaging in an act of dishonesty that is materially and demonstrably injurious to the Company or Parent; or (C) the conviction of an employee of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude involving Parent or the Company. In the case of any employee who is an executive officer of Parent, the Company or a Company Subsidiary, any assertion that "cause" exists shall be made only with the approval of the Parent Board. Notwithstanding the foregoing, in the case of a sale of a Company Subsidiary (or the assets thereof) that is treated, as a result of such sale, as a termination of employment of an employee of such Company Subsidiary for purposes of this AgreementSection 6.13(c), the acceleration of vesting provided for herein shall be made subject to such further terms and conditions as the Parent Board may impose at the time of such sale.

Employee Benefit Matters. (a) Unless Parent agrees that, effective as of delivers written notice to the Company no later than five business days prior to the Effective Time and for providing otherwise, the Company shall take all action necessary to terminate, or cause to be terminated, before the Effective Time, any Benefit Plan that is a one year period following 401(k) plan or other defined contribution retirement plan or employee stock purchase plan. (b) As soon as practicable after the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to provide the Effective Time, were employees of the Company and its subsidiaries Subsidiaries who remain employed after the Effective Time with substantially similar types and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are levels of ERISA Benefit Plans as those provided to similarly situated employees of Parent. With regard to any Equity Benefit Plan and any ERISA Benefit Plan for which service with the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under Parent or any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements affiliate of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit is relevant for purposes of eligibility to participate and vesting under vesting, including applicability of minimum waiting periods for participation, but not for benefit accrual or accrual rates, Parent shall treat and cause its Equity Benefit Plans and ERISA Benefit Plan to treat the service of such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service employees with the Company or any subsidiary Subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying as service rendered to Parent or any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation, but not for benefit accrual or accrual rates. Such service is listed, for each affected employee, in after the Effective Time Schedule 4.5(b) attached hereto. Parent shall use commercially reasonable efforts to the same extent as if those deductibles provide that no such employee, or co-payments had been paid under the welfare plans for which such employees are any of his or her eligible after dependents, who, at the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of , are participating in the Merger contemplated Company group health plans shall be excluded from the Parent’s group health plans, or limited in coverage thereunder, by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result reason of any waiting period restriction or pre-existing condition limitation. Notwithstanding the foregoing, Parent shall not be required to provide any coverage, benefits, or credit inconsistent with the terms of the transactions contemplated by this AgreementParent’s Equity Benefit Plans and ERISA Benefit Plan.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a For one year period following after the Effective TimeClosing Date, Parent shall provideREIT and Parent OP shall, or shall cause Acquisition their Subsidiaries to, provide each Retained Property Employee and its subsidiaries Retained Management Employee with a base salary or base wages and successors pension and health benefits (other than retention, sale, stay, special bonuses or other change of control payments or awards) that are, in the aggregate, either, at the option of Parent REIT and Parent OP, (A) no less favorable to provideeach Retained Property Employee and Retained Management Employee than the base salary or base wages and pension and health benefits provided to similarly situated employees of Parent REIT and Parent OP, those persons who, or (B) in the aggregate no less favorable to each Retained Property Employee and Retained Management Employee than the base salary or base wages and pension and health benefits provided to such Retained Property Employees and Retained Management Employees immediately prior to the Effective TimeClosing, were employees of the Company in either case to be determined for each Retained Property Employee and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable Retained Management Employee in the aggregate to benefits sole discretion of Parent REIT and compensation that are provided to the Continuing Employees as of the date of this AgreementParent OP. (b) Except with respect For all purposes under the employee benefit plans of Parent REIT and Parent OP and their Subsidiaries after the Closing Date, Parent REIT and Parent OP shall, and shall cause their Subsidiaries to, credit service for eligibility and vesting (but not benefit accrual) rendered by Retained Property Employees and Retained Management Employees prior to accruals under any defined benefit the Closing Date for purposes of pension plan, at such time as a Continuing Employee is provided and health benefits under the employee benefit plans or plans, programs, policies and arrangements of Parent or REIT and Parent OP and their Subsidiaries from and after the Surviving CorporationClosing Date, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by as such service was taken into account under the Company at corresponding plans of the Group Companies for such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions purposes (except to the extent that such credit would result in a duplication of accrual of benefits). Without limiting the foregoing, Parent OP shall use its reasonable efforts to cause Retained Property Employees and Retained Management Employees to be immediately eligible to participate, without waiting time and to waive any pre-existing condition limitations were not waived otherwise applicable to Retained Property Employees and Retained Management Employees and their eligible dependents under any health or welfare plan of Parent REIT, Parent OP or their Subsidiaries for any condition for which such Retained Property Employee and Retained Management Employee would have been entitled to coverage under the Company's then-existing welfare plans), exclusions corresponding plans of the Group Companies in which such Retained Property Employees and waiting periods with respect to participation and coverage requirements applicable Retained Management Employees participated immediately prior to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective TimeClosing. Parent REIT and Parent OP shall, and (ii) provide each Continuing Employee with shall use reasonable efforts to cause, such current Retained Property Employees and Retained Management Employees to be given credit under such plans for any co-payments made, and deductibles paid satisfied, prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeClosing Date. (c) Prior to Closing, the Company shall, and shall cause each Group Company, to take such actions as are necessary to ensure that no Group Company shall be the administrator of the Lightstone Group, LLC 401(k) Plan or the sponsor of, or participating employer in, any Employee Benefit Plan (including such plans listed on Schedule 3.10(a)) from and after Closing. (d) No provision of this Section 6.10 shall create any third party beneficiary or other rights in any Employee (including any dependent or beneficiary thereof). Parent REIT and Acquisition Parent OP and their Subsidiaries, as applicable, shall have the right in their sole discretion to amend, modify, terminate or adjust benefit levels under any and all employee benefit plans and arrangements covering the Employees after the Closing Date, subject to this Section 6.10. No provision of this Section 6.10, or any other provision of this Agreement, is intended to modify, amend or create any employee benefit plan or arrangement of Parent REIT, Parent OP or any of the Group Companies for purposes of ERISA or otherwise. (i) to cause Acquisition after consummation Within thirty (30) days of the Merger contemplated date hereof (or within forty five (45) days of the date hereof with respect to 2009 compensation), the Group Companies shall provide to Parent REIT and Parent OP a true and correct list of the following information with respect to each Employee: their title and respective salaries, wages, bonuses (and other material compensation and benefits to the extent not otherwise made available to substantially all Employees) paid or payable during 2008 and 2009, date of hire, the date and amount of the last salary increase and whether any such Employee is on short-term disability, long-term disability, leave of absence or layoff. (ii) Within the later of five (5) days after delivery of the information described in Section 6.10(e)(i) and January 31, 2010, Parent REIT and Parent OP may, if practicable, provide the Company with a list of positions of Property Employees at each property and Management Employees it desires to retain and the number of persons required for each position. As soon as possible following delivery of the information described in Section 6.10(e)(i), but in no event later than five (5) Business Days thereafter, the Company will permit persons designated by this Agreement Parent REIT and Parent OP to assume, honor, interview any and pay all amounts provided under, all Company Employee Plans in accordance with their terms(x) Management Employees so that Parent REIT and Parent OP can determine those Management Employees to be hired by and transferred to the Group Companies (or retained by Prime Manager if Prime Manager is a Group Company) at the Closing (the “Retained Management Employees”), and (iiy) Property Employees so that Parent REIT and Parent OP can determine those Property Employees to be retained (the “Retained Property Employees”); provided, that such interview process shall be effected with the least amount of interference with the operation of the business of the Group Companies and Prime Manager as practicable, as reasonably determined by the parties acting in good faith. Parent REIT and Parent OP shall provide the Company with a list of any designed Retained Management Employees (to whom offers of employment will be made effective at the Closing if Prime Manager is not a Group Company) and Retained Property Employees as soon as practicable but no later than 75 days following the date hereof. The Company shall, and shall cause each Group Company (including Prime Manager if it is a Group Company), to terminate the employment of all Employees other than the Retained Management Employees and the Retained Property Employees prior to the Closing. With respect to each Employee terminated prior to the Closing, the Company shall, and shall cause each Group Company, to use commercially reasonable efforts to obtain releases from each terminated Employee, in a form approved by Parent REIT and Parent OP, in which each Employee releases all claims against the Company and the Group Companies with respect to such termination; provided that none of the Group Companies or their Affiliates shall be required to incur any liability, commence or threaten to commence any litigation, offer any cash or other pecuniary consideration or grant any accommodation (financial or otherwise) to honor any such Employee to secure such release other than as is required pursuant to any Employee Agreement or Employee Benefit Plan. (f) With respect to all Employees of the Group Companies or Prime Manager other than Retained Management Employees and Retained Property Employees, Parent REIT and Parent OP shall not be responsible for any notices required to cause Acquisition be given or otherwise to honor, all rights, privileges and modifications to or comply with WARN with respect to any plant closing or mass layoff (or similar triggering event) caused by the Group Companies or Prime Manager prior to the Closing, and Parent REIT and Parent OP shall have no responsibility or liability under WARN with respect to such Company Employee Plans Employees except to the extent that become effective any notice requirement or other liabilities under WARN are triggered in respect of such Employees as a result of any the termination of employment following the transactions contemplated by this AgreementClosing of one or more Retained Management Employees or Retained Property Employees.

Employee Benefit Matters. (a) From and after the Effective Time, Parent agrees thatshall, effective and shall cause each of its subsidiaries (including the Surviving Corporation) to, honor and provide for payment of all cash benefits under the Incentive Plan (as provided in Section 3.2) and all other Benefit Plans, all in accordance with their respective terms; provided, however, that nothing in this Agreement shall prevent or restrict Parent or the Surviving Corporation or their respective subsidiaries from modifying or terminating any Benefit Plan in accordance with the terms thereof, nor obligate Parent or the Surviving Corporation or their respective subsidiaries to maintain any particular plan, program, arrangement or agreement. For the purpose of any Benefit Plan or any other plan, program or arrangement of Company that contains a provision relating to a change in control of Company, Parent acknowledges that such a change in control has occurred not later than the consummation of the Effective Time and for a Offer. (b) For at least one year period following after the Effective Time, Parent shall provide, provide (or cause Acquisition to be provided) to employees of Company and its subsidiaries (each a "Company Employee" and successors collectively "Company Employees") employee benefits and compensation not materially less favorable in the aggregate than those provided under the Benefit Plans to provide, those persons who, such employees immediately prior to the Effective Time (other than stock options and other stock based compensation). To the extent that Company Employees are included in any benefit plan of Parent or its subsidiaries, Parent agrees that Company Employees shall receive credit under such plan for service prior to the Effective Time with Company to the same extent such service was counted under similar Benefit Plans for purposes of eligibility (including eligibility for higher rates of matching contributions), vesting, eligibility for retirement (but not for benefit accrual), and for purposes of benefit accrual with respect to vacation, disability and severance benefits. To the extent that Company Employees are included in any medical, dental or health plan other than the plan or plans they participated in at the Effective Time, no such plans shall include pre-existing condition exclusions, waiting periods or actively-at-work requirements, except to the extent such provisions were employees applicable under the similar Benefit Plan at the Effective Time, and all such plans shall provide credit for any deductibles, co-payments and out-of-pocket limits applied or made with respect to each Company Employee in the calendar year of the Company and its subsidiaries and who continue in such employment Closing. (c) Any determination with respect to a Benefit Plan that requires the application of Section 280G of the Code ("Continuing EmployeesSection 280G"), with benefits and compensation no less favorable will be made by applying whichever provision set forth in the aggregate to benefits and compensation proposed regulations under Section 280G that are provided were published on May 5, 1989, or in the proposed regulations under Section 280G that were published on February 21, 2002, would be most favorable to the Continuing Employees as employee. The preceding sentence includes, but is not limited to, in the case of a provision in a Benefit Plan that could result in a reduction of payments or benefits to an employee, applying the date provision or provisions of this Agreementsuch regulations that would result in the smallest possible reduction in payments and benefits. (bd) Except The provisions of this Section 6.7 shall not create in any current or former employee of Company or its subsidiaries any rights to employment or continued employment with respect to accruals under any defined benefit pension planParent, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, Company or any subsidiary of Parent their respective subsidiaries or any right to specific terms or conditions of employment. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Time, the Surviving CorporationCorporation shall have sole discretion over the hiring, Parent willpromotion, or will cause retention, termination and other terms and conditions of the employment of the employees of the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes subsidiaries. The provisions of eligibility and vesting under such this Section 6.7 shall not apply to any employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized its Significant Subsidiary covered by the Company at such time. Parent will, a collective bargaining agreement or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect who is otherwise a party to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementemployment or severance agreement with Company.

Employee Benefit Matters. (a) Parent agrees that, effective as of Following the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries toClosing, (i) waive each employee of any of the Acquired Companies or any of their Subsidiaries who continues employment with Purchaser, an Acquired Company or a Subsidiary of an Acquired Company following the Closing (each, a “Continuing Employee”) shall receive credit for all limitations as to preexisting conditions purposes under any benefit plan, program or arrangement established or maintained by or on behalf of the applicable Acquired Company or Subsidiary after the Closing Date that covers such Continuing Employees (the “New Plans”) for years of service with the applicable Acquired Company or Subsidiary, except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Timecrediting of service will cause a duplication of benefits, and (ii) Purchaser shall cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that are group health plans in which such Continuing Employees and their eligible dependents shall participate to be waived (to the extent permissible under such New Plan) and shall provide each Continuing Employee with credit credit, during the applicable plan year, for any co-payments and deductibles paid prior to the Effective Time in Closing for purposes of satisfying any applicable deductible or deductible, out-of-pocket or similar requirements under any welfare such plans that such employees are eligible to participate in may apply after the Effective Time Closing. (b) Notwithstanding anything in this Agreement to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible contrary, from and after the Effective TimeClosing, Purchaser and the applicable Acquired Company (or its Subsidiaries), as applicable, shall have sole discretion over the hiring, promotion, retention, firing and other terms and conditions of the employment of each Continuing Employee. Nothing in this Agreement shall prevent Purchaser, any Acquired Company or any Subsidiary of an Acquired Company from amending or terminating any Acquired Company Plan in accordance with its terms from and after the Closing. (c) Parent and Acquisition Nothing contained in this Agreement, express or implied, (i) except for the provisions of Section 7.4, is intended to cause Acquisition after consummation confer or shall confer upon any individual or any legal representative of the Merger contemplated by any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a direct party to, or a third party beneficiary of, this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and or (ii) shall be deemed to honor and to cause Acquisition to honor, all rights, privileges and modifications to confer upon any such individual or legal representative any rights under or with respect to any such Company Employee Plans that become effective as a result of any of the transactions plan, program or arrangement described in or contemplated by this Agreement, and each such individual or legal representative shall be entitled to look only to the express terms of any such plans, program or arrangement for his or her rights thereunder. (d) Nothing contained in this Agreement, express or implied, shall prohibit Purchaser, any of the Acquired Companies or any Subsidiary of an Acquired Company, as applicable, from, subject to Applicable Law, adding, deleting or changing providers of benefits, changing, increasing or decreasing co-payments, deductibles or other requirements for coverage or benefits (e.g., utilization review or pre-certification requirements), and/or making other changes in the administration or in the design, coverage and benefits provided to Continuing Employees from and after the Closing. No provision of this Agreement shall be construed as a limitation on the right of Purchaser to suspend, amend, modify or terminate any employee benefit plan. Further, (i) no provision of this Agreement shall be construed as an amendment to any employee benefit plan and (ii) no provision of this Agreement shall be construed as limiting Purchaser’s or the Acquired Companies’ or any of their Subsidiaries’ discretion and authority to interpret the respective employee benefit and compensation plans, agreements arrangements, and programs, in accordance with their terms and Applicable Law.

Employee Benefit Matters. (a) For a period of one year following the Effective Time, the Parent agrees thatshall provide, effective or shall cause to be provided, to employees of the Company and its Subsidiaries as of the Effective Time to the extent such employees remain employed by the Surviving Corporation (“Company Employees”) (i) a base salary that is not less than the base salary of each such employee immediately prior to the Effective Time, except for Company Employees who are subject to the Company’s existing change in control plans or who are covered by an individual change in control agreement, and (ii) cash incentive compensation and other employee benefits (excluding equity compensation plans) that are substantially comparable, in the aggregate, to the cash incentive compensation and other employee benefits provided to comparable employees of the Parent as of the Effective Time. In addition, for a one year period of six months following the Effective Time, Parent shall provide, or shall cause Acquisition to be provided, to each Company Employee whose service with the Company is involuntarily terminated without cause during such six-month period severance benefits not less than the severance benefits provided to such Company Employee under the Company’s severance practices in effect on the date of this Agreement, as set forth in Section 3.14(a) of the Company Disclosure Schedule. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Parent and its subsidiaries Subsidiaries providing benefits to any Company Employees after the Effective Time (the “New Plans”), each Company Employee shall, subject to applicable law and successors applicable Tax qualification requirements, be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to providethe same extent as such Company Employee was entitled, those persons whobefore the Effective Time, to credit for such service under any similar Company Employee Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply (i) to the extent that its application would result in a duplication of benefits, (ii) for purposes of any New Plan under which similarly-situated employees of the Parent and its Subsidiaries do not receive credit for prior service, and (iii) for purposes of any New Plan that is grandfathered or frozen, either with respect to level of benefits or participation. In addition, but subject to the proviso of the preceding sentence, (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”), (B) for purposes of each New Plan providing primarily medical, dental, pharmaceutical or vision benefits to any Company Employee (each, a “New Medical Plan”), the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under an Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time, were employees and (C) in the event that a Company Employee commences participation in any New Medical Plan prior to January 1, 2012 or after March 31, 2012, Parent shall work in good faith and use its reasonable best efforts to cause such Company Employee and his or her covered dependents to be given credit under the New Medical Plan for amounts paid during the portion of the plan year of the Old Plan ending on the date such Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable Employee’s participation in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plancorresponding New Medical Plan begins, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived credit was given under the Company's then-existing welfare plans)analogous Old Plan, exclusions for purposes of satisfying all deductible, coinsurance and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Medical Plan, to participate the extent information concerning such credit amounts is timely provided to the New Medical Plan in a commercially usable format and such crediting is administratively feasible. For the avoidance of doubt, no such credit shall be provided if the effective date of participation in the New Medical Plan is on or after January 1, 2012 and before April 1, 2012. (c) The continued participation and coverage following the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare Company Employee Plans shall be deemed to satisfy the obligations under Section 6.10(a) and (b) for the time period of such continued participation and coverage, it being understood that the Company Employees may commence participating in the employee benefit plans for which such employees are eligible after of the Parent on different dates following the Effective Time. (cd) Notwithstanding the foregoing provisions of this Section 6.10, the provisions of Sections 6.10(a) and (b) shall apply only with respect to Company Employees who are primarily employed in the United States. With respect to Company Employees not described in the preceding sentence, from and after the Effective Time, Parent shall, or shall cause the Company and Acquisition its Subsidiaries to, comply with all applicable laws relating to employees and employee benefits matters applicable to such employees. (e) Without limiting the generality of Section 9.4, the provisions of this Section 6.10 and of Section 6.11 and 6.14 are solely for the benefit of the parties to this Agreement, and no current or former director, officer, employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement. Nothing contained in this Agreement shall (i) constitute or be deemed to cause Acquisition after consummation be an amendment to any Company Benefit Plan or any other compensation or benefit plan, program or arrangement of the Merger contemplated by this Agreement Company or any of its Subsidiaries for any purpose, (ii) guarantee employment for any period of time, or preclude the ability of Parent or the Surviving Corporation and its Subsidiaries to assumeterminate any employee of the Company or any of its Subsidiaries for any reason, honor(iii) require Parent or the Company or any of their respective Subsidiaries to continue any Company Benefit Plan, and pay all amounts provided underor provide any employee benefits plans or arrangements, all Company Employee Plans or (iv) prevent the amendment, modification or termination of any employee benefit plan or arrangement, in accordance with their terms, the terms thereof and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementapplicable law.

Employee Benefit Matters. (a) Until December 31, 2009, the Surviving Corporation shall provide employees of the Company and its Subsidiaries who are located in the United States with employee benefits that are substantially comparable in the aggregate to those benefits that were provided to such employees under the Company’s Employee Benefit Plans immediately prior to the Effective Time (excluding, for this purpose, any equity compensation arrangements that were made available to such employees prior to the Effective Time); provided, however, that neither Parent agrees thatnor the Surviving Corporation (or any of their respective Affiliates) shall be under any obligation to retain any employee or group of employees of the Company or any of its Subsidiaries other than as required by applicable Law. (b) With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangement maintained by Parent or any of its Subsidiaries (collectively, “Parent Benefit Plans”) in which any director, officer or employee of the Company or any of its Subsidiaries (the “Company Employees”) will participate effective as of the Effective Time Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or any of its Subsidiaries, as the case may be, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a one year period following defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Employees may be eligible to participate after the Effective Time; provided, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the corresponding Employee Benefit Plan. (c) Except as to any communications previously approved, the Company and its Subsidiaries shall not distribute or otherwise convey to any of their respective employees without the prior written approval of Parent, any communications intended to be made to any of their respective employees relating to (i) the transactions contemplated hereby or (ii) with respect to any employee benefit plans or programs of Parent or Purchaser; provided, however, that, with respect to communications described in clause (i) of this sentence, if such approval is not received within forty-eight (48) hours after the Company delivers such communication to the appropriate officer of Parent, such approval shall be deemed to have been received by the Company. (d) Within fifteen (15) Business Days after the date hereof, the Company shall deliver or make available to Parent pursuant to the data privacy agreement executed between the Company and Parent a true, complete and correct list that sets forth, as of the date hereof, the name and current salary/wage rates of each full-time and part-time employee of the Company, any of its Subsidiaries and the Controlled Group Members (the “Current Company Employees”), that also indicates whether any Current Company Employees are currently on leave of absence for any reason. (e) Prior to the Effective Time, the Company shall take such actions as Parent shall providemay reasonably request so as to enable the Surviving Corporation to effect such actions relating to the Company 401(k) Plan (the “401(k) Plan”) as Parent may deem necessary or appropriate, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately including terminating the 401(k) Plan prior to the Effective Time, were employees subject to the terms of the 401(k) Plan and applicable Law and provided that such action does not preclude the immediate participation of the Company and its subsidiaries and who continue Employees in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementany successor plan. (bf) Except The Company, Parent and Purchaser acknowledge and agree that all provisions contained in this Section 5.8 and in Section 3.14 and 3.15 with respect to accruals under Company Employees are included for the sole benefit of Parent, the Purchaser and the Company, and that nothing in this Agreement, whether express or implied, shall create any defined benefit pension planthird party beneficiary or other rights (i) in any other Person, at such time as a Continuing including any Company Employees, former Company Employees, any participant in any Employee is provided benefits under the benefit plans Benefit Plan, or arrangements of Parent any dependent or beneficiary thereof, or (ii) to continued employment with Parent, the Surviving Corporation, or any subsidiary of Parent their respective Affiliates. No provision of this Section 5.8 or the Surviving Corporation, Parent will, Section 3.14 or will cause the Surviving Corporation and its subsidiaries to, give such Continuing 3.15 shall constitute an amendment to any Employee full credit for purposes of eligibility and vesting under such Benefit Plan or any employee benefit plans or arrangements maintained by Parentcompensation plan, Acquisition policy agreement or arrangement of Purchaser or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeAffiliates. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) With respect to each benefit plan of Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, ("Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were Benefit Plan") in which employees of the Company and its subsidiaries and who continue in such employment Subsidiaries ("Continuing New Parent Employees") subsequently participate, for purposes of determining vesting and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided Company (or predecessor employers to the Continuing extent the Company provides past service credit) shall be treated as service with Parent; provided, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the applicable Company Benefit Plan. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations. Each Parent Benefit Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Company Benefit Plan. New Parent Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the date of this AgreementParent Benefit Plan for the plan year in which the Effective Time occurs. (b) Except At the request of Parent, the Company shall terminate any and all 401(k) plans of the Company, effective not later than the day immediately preceding the Closing Date. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with respect evidence that such 401(k) plan(s) have been terminated pursuant to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under resolution of Company's Board of Directors (the benefit plans or arrangements form and substance of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation which shall be subject to review and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained approval by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with ) not later than the Company or any subsidiary of day immediately preceding the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeClosing Date. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees thatAs of the Effective Time, Old National will make available to the employees of St. Jxxxxx Bank who become employees of Old National or its subsidiaries after the Effective Time, subject to subsections (b) and (c) of this Section 5.05, substantially the same employee benefits, including, where applicable, coverage continuation COBRA benefits, on substantially the same terms and conditions as Old National offers to similarly situated officers and employees of Old National or its subsidiaries (b) Subject to the provisions of subsection (c) hereof, years of service (as defined in the applicable Old National plan) of an officer or employee of St. Jxxxxx Bank prior to the Effective Time shall be credited, effective as of the date on which such employees become covered by a particular Old National plan, to each such officer or employee eligible for coverage under Section 5.05(a) hereof for purposes of: (i) eligibility under Old National’s employee welfare benefit plans; and (ii) eligibility and vesting under the Old National Employee Stock Ownership and Savings Plan (the “Old National KSOP”). Those officers and employees of St. Jxxxxx Bank who otherwise meet the eligibility requirements of the Old National KSOP, based on their age and years of service with St. Jxxxxx Bank, shall become participants thereunder at the Effective Time. Those officers or employees who do not meet the eligibility requirements of the Old National KSOP on such date shall become participants thereunder on the first plan entry date under the Old National KSOP which coincides with or next follows the date on which such eligibility requirements are satisfied. (c) In accordance with the provisions of HIPAA, and the terms of the Old National group health plan, officers and employees of St. Jxxxxx Bank who become participants in the Old National group health plan will be given “creditable coverage” credit for their coverage under the St. Jxxxxx Bank Group Health Insurance Plan under the Old National group health plan’s pre-existing condition limitation provisions. In addition, if a condition was not a “pre-existing condition” for a participant in the St. Jxxxxx Bank Group Health Insurance Plan, it shall not be considered to be a pre-existing condition under the Old National group health plan. (d) With respect to any employee of St. Jxxxxx Bank who (i) is a participant in the St. Jxxxxx Bank Cafeteria Plan as of the Effective Time; (ii) has an unspent health or dependent care flexible spending account balance under the St. Jxxxxx Bank Cafeteria Plan with respect to the 2007 plan year as of the Effective Time; and (iii) becomes an employee of Old National or its subsidiaries immediately after, and as a result of, the acquisition (a “Transferred Employee”), Old National agrees to accept a transfer of each such unspent account balance to the Old National Cafeteria Plan, and to amend the Old National Cafeteria Plan to the extent necessary to effect such transfer. Following such transfer, and pursuant to Rev. Rul. 2002-32, a Transferred Employee: (i) will, except as otherwise permitted under the permitted election changes under the Code Section 125 regulations, have the same level of coverage under the Old National Cafeteria Plan as provided under the St. Jxxxxx Bank Cafeteria Plan, with respect to any health or dependent care flexible spending account, for the duration of the 2007 plan year under the Old National Plan; (ii) will be treated as if participation in the Old National Cafeteria Plan had been continuous from the first day of the 2007 plan year under the St. Jxxxxx Bank Cafeteria Plan; and (iii) will have the Transferred Employee’s salary reduction election for the 2007 plan year under the St. Jxxxxx Bank Cafeteria Plan taken into account for the remainder of the 2007 plan year under the St. Jxxxxx Bank Cafeteria Plan, as if it had been made thereunder. (e) Any accrued but unpaid vacation pay with respect to any Transferred Employee and as reflected on the books and records of St. Joseph Bank as of the Effective Time and accrued under the St. Joseph Bank vacation plan, shall carry over and be available for a one use by the Transferred Employee through the end of the calendar year period following in which the Effective TimeClosing occurs in accordance with the terms and conditions of the St. Joseph Bank vacation policy. For all subsequent calendar years, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior the Transferred Employees will be subject to the Effective Time, were employees terms and conditions of the Company and its subsidiaries and who continue Old National vacation policy in such employment ("Continuing Employees")place for similarly situated employees, with benefits credit given for all prior years of service with St. Joseph Bank for purposes of determining vacation pay eligibility and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as amount of the date of this Agreementsuch vacation pay. (bf) Except with respect to accruals under Neither the terms of this Section 5.05 nor the provision of any defined employee benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, by Old National or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes to employees of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, St. Joseph Bank shall: (i) waive all limitations as to preexisting conditions create any employment contract, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of St. Joseph Bank; or (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)ii) prohibit or restrict Old National or its subsidiaries, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in whether before or after the Effective Time, and from changing, amending, or terminating any employee benefits provided to its employees from time to time. (iig) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after At the Effective Time, Old National shall grant the Old National Replacement Options, as contemplated in Section 1.04(c) and Section 1.04(d). (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of one (1) year following the Effective Time and for a one year period following (or, in each case, until such person earlier ceases to be employed by Parent, the Effective TimeSurviving Corporation, or any of their respective subsidiaries), Parent shall provide, provide or cause Acquisition and its subsidiaries and successors to provide, those persons who, be provided to each Person that is an employee of the Company or a Company Subsidiary as of immediately prior to the Effective TimeTime (each a “Company Employee”) base salary or wages, were employees of the Company bonus opportunity and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation that are no less favorable in the aggregate (not including any value attributable to equity-based compensation or change in control benefits) than the base salary or wages, bonus opportunity and benefits and compensation that are provided to the Continuing Employees as of such Company Employee on the date of this AgreementAgreement (not including any value attributable to equity-based compensation or change in control benefits). Nothing in this Agreement (i) shall require Parent, the Surviving Corporation or any of their respective subsidiaries to continue to employ any particular Company Employee following the Closing Date, (ii) shall be treated as an amendment or other modification of any Company Benefit Plan or any other compensation or employee benefit plan, program or arrangement or (iii) shall limit the right of Parent, the Surviving Corporation or any of their respective subsidiaries to amend, terminate or otherwise modify any Company Benefit Plan or any other compensation or employee benefit plan, program or arrangement following the Closing Date, subject to and in accordance with the terms and conditions of such Company Benefit Plans or other compensation or employee benefit plans, programs or arrangements. (b) Except with respect Parent shall ensure that, as of the Closing Date, each Company Employee receives full credit (for all purposes, including eligibility to accruals participate, vesting, vacation entitlement and severance benefits, but excluding accrual under any defined benefit pension planplans) for service with the Company and the Company Subsidiaries (or predecessor employers to the extent the Company or any Company Subsidiary provides such past service credit under its employee benefit plans) under each of the comparable employee benefit plans, at such time as a Continuing Employee is provided benefits under programs and policies of Parent, the benefit plans or arrangements of Parent Surviving Corporation or the Surviving Corporationrelevant subsidiary, as applicable, in which such Company Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will shall cause the Surviving Corporation and its subsidiaries or relevant subsidiary to, give credit to Company Employees the amount of vacation time that such Continuing Employee full credit for purposes employees had earned under any applicable vacation plan or policy of eligibility and vesting under such employee the Company or Company Subsidiary as of the Closing Date. With respect to each health or welfare benefit plans or arrangements plan maintained by Parent, Acquisition the Surviving Corporation or the relevant subsidiary for the benefit of any subsidiary of Company Employees, Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent willshall, or will shall cause the Surviving Corporation and its subsidiaries to, or relevant subsidiary to (i) waive all cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations as to preexisting conditions (except under such plan to the extent that any such periods, requirements or limitations were would not waived have been applicable under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective TimeCompany Benefit Plan, and (ii) provide cause each Continuing Company Employee with to be given credit under such plan for all amounts paid by such Company Employee under any similar Company Benefit Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that maximums as though such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments amounts had been paid under in accordance with the welfare plans terms and conditions of the applicable plan maintained by Parent, the Surviving Corporation or the relevant subsidiary, as applicable, for the plan year in which such employees are eligible after the Effective TimeClosing Date occurs. (c) Parent This Section 5.8 shall be binding upon and Acquisition (i) inure solely to cause Acquisition after consummation the benefit of each of the Merger contemplated by parties to this Agreement to assume, honorAgreement, and pay all amounts provided undernothing in this Section 5.8, all Company Employee Plans in accordance with their termsexpress or implied, and (ii) is intended to honor and to cause Acquisition to honor, all rights, privileges and modifications to confer upon any other Person any rights or with respect to any such Company Employee Plans that become effective as a result remedies of any nature whatsoever under or by reason of the transactions contemplated by this AgreementSection 5.8.

Employee Benefit Matters. (a) Parent agrees thatFor a period of 12 months following the Closing Date (the “Continuation Period”), effective as each of the Effective Time Parties covenants and for a one year period following agrees that Fountain and the Effective TimeFountain Subs, Parent shall provide, or cause Acquisition including Patriot and its subsidiaries Subsidiaries, shall continue to provide to each of the employees of Trident and successors to provide, those persons who, any of its Subsidiaries who remain employed on a permanent full-time or part-time basis immediately prior to the Effective Time, were employees of Closing (the Company and its subsidiaries and who continue in such employment ("“Trident Continuing Employees"), with benefits ”) a salary or hourly wage rate and compensation no less favorable cash and long-term equity incentive target opportunities that are substantially comparable in the aggregate to those in effect immediately prior to the Closing with respect to each such Trident Continuing Employee to the extent such Trident Continuing Employee remains employed by Fountain or the Fountain Subs; provided, however, that the terms and conditions of employment of any employee covered by a collective bargaining agreement shall be governed by such agreement in accordance with its terms. During the Continuation Period, with respect to Trident Continuing Employees, each of the Parties covenants and agrees that Fountain and the Fountain Subs, including Patriot and its Subsidiaries, shall honor and maintain, for the benefit of Trident Continuing Employees, the Fountain Benefit Plans (including all severance benefits and compensation that are provided similar plans, programs or arrangements) in accordance with their terms as in effect immediately prior to the Continuing Employees as Fountain Distribution Date. Patriot and Fountain shall undertake those actions set forth in Section 5.11(a) of the date of this AgreementPatriot Disclosure Letter. (b) Except with With respect to accruals under any defined each compensation or benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans plan sponsored or arrangements of Parent or the Surviving Corporation, otherwise maintained by Fountain or any subsidiary of Parent or the Surviving CorporationFountain Sub, Parent will, or will cause the Surviving Corporation including Patriot and its subsidiaries toSubsidiaries, give such Continuing Employee full credit after the Effective Time, for purposes of determining eligibility to participate, vesting, entitlement to benefits and vesting under such employee benefit plans or arrangements maintained by Parentvacation entitlement, Acquisition service with Trident or any subsidiary of Parent or Acquisition for such its Subsidiaries by a Trident Continuing Employees' Employee shall be treated as service with the Company or any subsidiary of the Company to the same extent entity sponsoring such plan; provided, however, that such service shall not be recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations were not with respect to any such ongoing plan. Each such ongoing plan shall waive pre-existing condition limitations to the same extent waived under the Company's then-existing welfare plans)corresponding Fountain Benefit Plan or Patriot Benefit Plan. Trident Continuing Employees shall be given credit, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees extent administratively feasible, for amounts paid under any welfare plan that such employees may be eligible to participate in after a corresponding Fountain Benefit Plan or Patriot Benefit Plan during the Effective Timesame period for purposes of applying deductibles, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that maximums as though such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments amounts had been paid under in accordance with the welfare plans for which such employees are eligible after terms and conditions of the Effective Timeongoing plan during the applicable plan year. (c) Parent and Acquisition Notwithstanding the forgoing, nothing contained herein shall (i) be treated as an amendment to cause Acquisition after consummation of the Merger contemplated by this Agreement to assumeany Fountain Benefit Plan or Patriot Benefit Plan, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) give any person other than the Parties the right to honor and enforce the provisions of this Section 5.11 or (iii) obligate any of the Parties to cause Acquisition to honor(x) maintain any Fountain Benefit Plan or Patriot Benefit Plan or any other particular compensation or benefit plan, all rightsprogram, privileges and modifications to policy or with respect to understanding or (y) retain the employment of any such Company Employee Plans that become effective as a result particular employee of any of the transactions contemplated by this AgreementParties.

Employee Benefit Matters. (a) Parent agrees that, effective as of Following the Effective Time and for a period of at least one year period following the Effective Timeyear, Parent AWS shall provide, or cause Acquisition provide to officers and employees of TeleCorp and its subsidiaries Subsidiaries who continue employment employee benefits under employee benefit plans on terms and successors conditions which are substantially similar in the aggregate to provide, those persons who, immediately provided by TeleCorp and its Subsidiaries to their officers and employees prior to the Effective Time; provided, were that in its discretion AWS may provide to such officers and employees the employee benefits provided to similarly situated AWS officers and employees. With respect to any benefits plans of AWS or its Subsidiaries in which the officers and employees of the Company TeleCorp and its subsidiaries and who continue in such employment ("Continuing Employees")Subsidiaries participate after the Effective Time, with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, AWS shall: (i) waive all any limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees such officers and employees under any welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, and excluded from participation in a TeleCorp benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee such officer and employee with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that benefit plan in which such employees are may be eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (iiiii) recognize all service of such officers and employees with TeleCorp and its Subsidiaries (and their respective predecessors) as an employee or officer of AWS to honor the extent that such service was credited under similar TeleCorp Employee Plans for purposes of eligibility to participate and vesting credit in any benefit plan in which such employees may be eligible to cause Acquisition participate after the Effective Time, except to honorthe extent such treatment would result in duplicative accrual of benefits for the same period of service, all rights, privileges and modifications to or with respect to newly adopted AWS plans, to the extent that similarly situated AWS employees are not provided with recognition of service. Nothing herein shall be construed as conferring upon any such Company Employee Plans that become effective as employee any legal rights with respect to a result continuation of any of the transactions contemplated by this Agreementemployment or other relationship with AWS or its Subsidiaries.

Employee Benefit Matters. (a) Parent agrees that, effective as of Not later than the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately Business Day prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees Purchaser shall offer Comparable Employment as of the date Effective Time to each Employee listed on Schedule 6.8, as long as such Employee is then employed by and in good standing with Seller. Purchaser shall keep Seller informed on a reasonably prompt basis of this Agreementany offer of employment made by Purchaser to an Employee excluded from Schedule 6.8. (b) Except During the period commencing on the Closing Date and ending no earlier than the first anniversary thereof, (1) Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection with respect the transactions contemplated by this Agreement (the "BRANCH EMPLOYEES") with employee benefits substantially comparable in the aggregate to accruals under similarly situated employees of Purchaser, as in effect from time to time and (2) Purchaser shall maintain in place a severance plan for Branch Employees that provides severance benefits to eligible Branch Employees no less beneficial in the aggregate than those provided pursuant to the Parent Employee Severance Plans as set forth on Schedule 8.16(b) (the "SEVERANCE PLANS") and any defined benefit pension plansupplemental benefits provided to those Branch Employees referenced on Schedule 8.16(b), at such time and otherwise subject to the payment provisions of the Severance Plans; provided, however, that the provision thereof relating to a Branch Employee signing a separation agreement as a Continuing Employee is provided benefits under the benefit plans or arrangements condition to eligibility to receive severance payments shall be deemed to refer to Purchaser's form of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for separation agreement. (c) For purposes of eligibility and vesting under such the employee benefit plans of Purchaser for which service is taken into account or arrangements maintained by Parentrecognized, Acquisition and that provide benefits to any Branch Employees after the Closing Date (the "NEW PLANS"), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any subsidiary predecessor of Parent or Acquisition for such Continuing Employees' service with Seller before the Company or any subsidiary of the Company Closing Date, to the same extent recognized by as such Branch Employee was entitled, before the Company at Closing Date, to credit for such time. Parent willservice under any similar employee benefit plans of Seller, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived credit would result in a duplication of benefits or for purposes of benefit accrual. In addition, and without limiting the generality of the foregoing: (1) each Branch Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plans of Seller in which such Branch Employee participated immediately before the Company's thenClosing Date (such plans, collectively, the "OLD PLANS"); and (2) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Branch Employee, Purchaser shall cause all pre-existing welfare plans), condition exclusions and waiting periods with respect actively-at-work requirements of such New Plan to participation be waived for such employee and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Timehis or her covered dependents, and (ii) provide each Continuing Employee with credit Purchaser shall cause any eligible expenses incurred by such 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 any co-payments purposes of satisfying all deductible, coinsurance and deductibles paid prior to the Effective Time in satisfying any applicable deductible or maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after employee and his or her covered dependents for the Effective Time to the same extent applicable plan year as if those deductibles or co-payments such amounts had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their termssuch New Plan; provided, that Seller provides Purchaser as promptly as practicable, but in no event later than thirty (30) days following a request therefor, with such data as may be reasonably requested by Purchaser in connection therewith (whether from Seller or the applicable plan administrator or insurer), and (ii) Seller delivers to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any Purchaser an update of such Company Employee Plans that become effective information as a result of any of the transactions contemplated by this AgreementClosing Date no later than sixty (60) days following the Closing Date.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following Following the Effective Time, Parent shall provide, maintain or cause Acquisition to be maintained employee benefit plans and its subsidiaries and successors to provide, those compensation opportunities for the benefit of all persons who, immediately prior to the Effective Time, were who are employees of the Company and its subsidiaries Subsidiaries immediately prior to the Effective Time and who continue in such whose employment is not specifically terminated at or prior to the Effective Time ("a “Continuing Employees")Employee”) that, with benefits and compensation no less favorable in the aggregate are substantially comparable to benefits the employee benefit and compensation opportunities that are provided generally made available to the similarly situated employees of Parent or its Subsidiaries; provided, however, in no event shall any Continuing Employees as Employee be eligible to participate in any closed or frozen plan of the date of this AgreementParent or its Subsidiaries. (b) Except with respect Prior to accruals under any defined benefit pension planthe Effective Time, at the Company shall adopt resolutions providing that the Company’s health and welfare plans as set forth on the Company Disclosure Schedule will be terminated effective immediately prior to the Effective Time (or such time later date as a Continuing Employee is provided benefits under the benefit plans or arrangements of requested by Parent or the Surviving Corporationas may be required to comply with any applicable advance notice or other requirements contained in such plans) and shall arrange for termination of all corresponding insurance policies, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation service agreements and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or related arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to effective on the same extent recognized by date. Notwithstanding the Company at such time. Parent willforegoing, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and no coverage requirements applicable to of any of the Continuing Employees or their dependents shall terminate under any of the Company’s health and welfare plan that plans prior to the time such employees may be Continuing Employees or their dependents, as applicable, become eligible to participate in after the Effective Timehealth plans, programs and (ii) provide each benefits common to all employees of Parent and its Subsidiaries and their dependents and, consequently, no Continuing Employee with shall experience a gap in coverage. Continuing Employees who become covered under health plans, programs and benefits of Parent or any of its Subsidiaries shall receive credit for any co-payments and deductibles paid under the Company’s health plan for the plan year in which coverage commences under Parent’s health plan. Terminated Company employees and qualified beneficiaries will have the right to continued coverage under group health plans of Parent in accordance with the Consolidated Omnibus Budget Reconciliation Act. (c) For purposes of vesting and determination of eligibility to participate under Parent’s compensation and benefit plans, programs or policies (other than any plan that is frozen as to participation), each Continuing Employee who is eligible to participate in such plans, programs or policies shall receive credit for service with the Company; provided, however, for the avoidance of any doubt, that the foregoing shall not apply to the extent (x) that its application would result in a duplication of benefits with respect to the same period of service or (y) prohibited under Parent’s compensation and benefit plans, programs or policies. Continuing Employees shall not receive prior service credit for benefit accrual purposes under any of Parent’s compensation and benefit plans, programs or policies, except for Parent’s paid time off program. (d) The Company shall take all necessary and appropriate actions to terminate the Company’s 401(k) plan effective as of the day immediately prior to the Effective Time and contingent upon the occurrence of the Closing. Upon termination of the 401(k) plan all participants will be 100% vested in satisfying their account balances. If requested in writing by Parent, the Company will also take all necessary steps to file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the Company’s 401(k) plan. The Company shall, or shall direct the fiduciaries of the Company’s 401(k) plan to (to the extent permitted by law), provide Parent and its counsel with a draft of each resolution, amendment, participant communication or other document relating to the termination of the Company’s 401(k) plan at least five (5) business days before such document is adopted, distributed or filed, and no such document shall be adopted, distributed or filed without Parent’s approval (which shall not be unreasonably withheld, conditioned or delayed). Parent shall take any applicable deductible or out-of-pocket requirements under any welfare plans and all actions as may be required to permit the Continuing Employees to roll over their account balances (excluding loans) in the Company’s 401(k) plan into Parent’s 401(k) plan. (e) Parent agrees that such employees are eligible to participate in after each full time Company employee who is involuntarily terminated by Parent (other than for cause as determined by Parent) within twelve (12) months of the Effective Time and who is not covered by a separate severance, change in control, or employment agreement shall, upon executing an appropriate release in the form reasonably determined by Parent, receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at the Company, with a minimum payment equal to four (4) weeks of base pay for Company employees who have one (1) full year or less of service as of their date of termination and a maximum equal to twenty-six (26) weeks of base pay. For purposes of calculating the number of years of service, fractional years of service shall be rounded up or down to the same extent nearest full year, except for purposes of determining eligibility to receive a severance payment. For purposes of calculating base pay, Company employees who are paid on an hourly basis shall be deemed to have a base pay equal to the employee’s average weekly compensation over the two months prior to the termination date. For employees whose compensation is determined in whole or in part on the basis of commission income, “base pay” shall include base salary or total hourly wages paid plus commissions earned during the most recent twelve (12) months ended as if those deductibles of the date of termination of employment. Any employee of the Company or coany of its Subsidiaries who has or is a party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement that provides for any payment that may be triggered by the First-payments had been paid under Step Merger or the welfare plans Bank Merger shall not receive the severance benefits as provided in this Section 6.11(e) but will receive the payment specified in such agreement. (f) Nothing in this Agreement shall confer upon any employee, officer, director, independent contractor or consultant of the Company or any of its Subsidiaries or affiliates any right to continue in the employ or service of the Surviving Corporation, the Company, Parent or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, the Company, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of the Company or any of its Subsidiaries or affiliates at any time for which such employees are eligible any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Company Benefit Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of the Surviving Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Company Benefit Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of the first sentence of Section 9.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including without limitation any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual) of the Company or any of its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (cg) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honorEffective as of, and pay all amounts provided undercontingent upon the occurrence of, all Company Employee Plans the Effective Time, Parent shall assume and honor in accordance with their termsterms all employment, severance, change in control and (ii) to honor other compensation agreements and to cause Acquisition to honorarrangements between the Company or any of its Subsidiaries and any of their employees, all rights, privileges and modifications to or which are not terminated in connection with respect to any such Company Employee Plans that become effective as a result of any the consummation of the transactions contemplated by this Agreement, and all accrued and vested benefit obligations through the Effective Time which are between the Company or any of its Subsidiaries and any of their current or former directors, officers, employees or consultants.

Employee Benefit Matters. (ai) Parent agrees that, effective as As of the Effective Time Closing, except as expressly modified herein, the terms and conditions of Article X of the ATCA shall continue to apply with respect to all employees and former employees of MAP and its subsidiaries who were Ashland Transferred Employees (as defined in the ATCA) (the “Transferred MAP Employees”). (ii) Without limiting the generality of Section 12.01(d)(i), from and after the Closing, MAP and its successors shall be solely responsible for a one year period following all liabilities, obligations and commitments (including any costs and expenses) in connection with the Effective Time, Parent provision of retiree medical and retiree life insurance benefits to the Transferred MAP Employees. Such benefits shall provide, or cause Acquisition be determined taking into account the combined service of each Transferred MAP Employee with Ashland and its subsidiaries and MAP and its subsidiaries. For the avoidance of doubt, Ashland shall not have any liability, obligation or commitment in respect of retiree medical or retiree life insurance benefits for MAP employees, including Transferred MAP Employees, from and after the Closing. (iii) Ashland shall remain solely responsible for any benefits under the Ashland & Affiliates Pension Plan (the “Ashland Pension Plan”) and for any benefits under the Ashland Leveraged Employee Stock Ownership Plan (the “Ashland LESOP”) accrued by each Transferred MAP Employee as of immediately prior to such employee’s Employment Transfer Date (as defined in the ATCA). Solely for purposes of qualifying for distributions and early retirement benefits pursuant to the Ashland Pension Plan and the Ashland LESOP, Ashland will continue to treat the Transferred MAP Employees as employed by an affiliated employer for so long as they remain actively employed by MAP or its successors or their affiliates. (iv) In accordance with the terms of the Ashland Employee Savings Plan, as of the Closing, Ashland agrees to provide, those persons who, facilitate the ability of each Transferred MAP Employee who is currently employed by MAP and its subsidiaries immediately prior to the Effective Time, were employees Closing to effect a “direct rollover” (within the meaning of Section 401(a)(31) of the Company and its subsidiaries and who continue Code) of his or her account balances under the Ashland Employee Savings Plan if such rollover is elected in accordance with applicable Law by such employment ("Continuing Employees"), with benefits and compensation no less favorable in Transferred MAP Employee. Marathon agrees to cause the aggregate Marathon Thrift Plan to benefits and compensation that are provided accept a “direct rollover” to the Continuing Employees as Marathon Thrift Plan of such Transferred MAP Employees’ account balances (including promissory notes evidencing all outstanding loans) under the date of this AgreementAshland Employee Savings Plan. (bv) Except as provided in this Section 12.01(d), Ashland shall remain solely responsible for any individual contractual obligations with respect any Transferred MAP Employees (including any obligations to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company employees pursuant to the same extent recognized by Ashland Stock Plans, the Company at such time. Parent willAshland Salary Continuation Plan and any other severance, change in control or will cause the Surviving Corporation and its subsidiaries to, (iincentive compensation plan or arrangement) waive all limitations as to preexisting conditions (except to the extent that Ashland was liable for such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid obligations immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeClosing. (cvi) Parent Subject to applicable Law, Ashland shall reasonably cooperate in providing MAP with complete data for any Transferred MAP Employees. (vii) The parties agree that, in the event that MAP and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assumeits subsidiaries make any contributions to, honoror payments in respect of, any pension plans, post-retirement health and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.life

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent Company Benefit Plans in effect as of the date of this Agreement shall provide, remain in effect with respect to employees of the Company (or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to their Subsidiaries) covered by such plans at the Effective TimeTime until such time as Parent shall, were subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its subsidiaries and who continue in such employment Subsidiaries ("Continuing Employees"the “New Benefit Plans”), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided . Prior to the Continuing Employees as of Effective Time, Parent and the date of this Agreement. (b) Except Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with respect to accruals under any defined benefit pension plan, at a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving CorporationNew Benefit Plans are implemented, Parent will, or and will cause the Surviving Corporation and its subsidiaries Subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company respect to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries toall New Benefit Plans, (i) waive provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Continuing Employees Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, and to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each Continuing Employee employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plans plan that such employees are eligible to participate in after the Effective Time to Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the same extent as if those deductibles Company and its Subsidiaries, under each employee benefit plan, program, or co-payments had been paid under the welfare plans for arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided. (b) If requested by Parent at least seven (7) days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the last business day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Company’s Board (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. (c) The foregoing notwithstanding, Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honorshall, and pay all amounts provided undershall cause its Subsidiaries to, all Company Employee Plans honor in accordance with their termsterms all benefits accrued through the Effective Time under Company Benefit Plans or under other contracts, and (ii) to honor and to cause Acquisition to honorarrangements, all rightscommitments, privileges and modifications to or with respect to any such understandings described in the Company Employee Plans that become effective as a result Schedule of any of the transactions contemplated by this AgreementExceptions.

Employee Benefit Matters. (a) Parent agrees that, effective as of During the Effective Time and for a one one-year period following commencing on the Effective Time, Parent shall provideprovide or shall cause the Surviving Corporation to provide to employees of the Company and any of its Subsidiaries who become employees of the Surviving Corporation (“Company Employees”) (i) compensation (including, or cause Acquisition without limitation, base salary and its subsidiaries target bonus opportunity, and successors excluding any equity-based compensation) that is, in the aggregate, no less favorable than the aggregate compensation being provided to provide, those persons who, Company Employees immediately prior to the Effective TimeTime (excluding any equity-based compensation) and (ii) benefits programs that are, were employees of in the Company and its subsidiaries and who continue in such employment ("Continuing Employees")aggregate, with benefits and compensation no not materially less favorable in than the aggregate to benefits and compensation that are programs being provided to the Continuing Company Employees as of immediately prior to the date Effective Time under the Company Benefit Plans. Notwithstanding any provision of this AgreementAgreement to the contrary, nothing contained in this Agreement limits the right of Parent, the Surviving Corporation, the Company, the Company Subsidiaries or any of their respective Affiliates, as applicable, to terminate the employment of any Company Employee at any time following the Closing Date. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for For purposes of eligibility and vesting under such the employee benefit plans or arrangements maintained by of Parent, Acquisition the Company, the Company Subsidiaries or their respective Affiliates providing benefits to any subsidiary Company Employees after the Closing (the “New Plans”), and for purposes of Parent accrual of vacation and other paid time off and severance benefits under New Plans, each Company Employee shall be credited with his or Acquisition for such Continuing Employees' her years of service with the Company or Company, the Company’s Subsidiaries and their respective Affiliates (and any subsidiary of additional service with any predecessor employer) before the Company Closing, to the same extent recognized by as such Company Employee was entitled, before the Closing, to credit for such service under any similar Company at Benefit Plan; provided, however, that no such timeservice credit shall result in a duplication of benefits with respect to any service period. Parent willIn addition, or will cause and without limiting the Surviving Corporation and its subsidiaries to, generality of the foregoing: (i) waive each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all limitations as to preexisting conditions (except New Plans to the extent that coverage under such limitations were not waived New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, replacement; and (ii) provide for purposes of each Continuing New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, to the extent permitted under the applicable New Plan, Parent shall cause (A) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee with credit for and his or her covered dependents and (B) any co-payments eligible expenses incurred by such Company Employee and deductibles paid prior to his or her covered dependents under a Company Benefit Plan during the plan year of the New Plan that includes the Effective Time in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after Company Employee and his or her covered dependents for the Effective Time to the same extent applicable plan year as if those deductibles or co-payments such amounts had been paid in accordance with such New Plan. Notwithstanding anything in this Section 8.5 to the contrary and for the avoidance of doubt, no Company Employee will be credited with his or her years of service with the Company, the Company’s Subsidiaries or any of their respective Affiliates before the Closing, for any purpose, under any employee benefit plans of Parent, the welfare plans Company, the Company Subsidiaries or their respective Affiliates that are closed for which such employees are eligible after the Effective Timepurposes of participation by new participants. (c) Parent and Acquisition (i) to cause Acquisition after consummation Effective as of the Merger contemplated by this Agreement Closing Date, the Company shall take such actions as are necessary and appropriate to assumefully vest all participants in the amounts credited to their accounts under each of the Company Nonqualified Plans, honorto the extent not vested as of the Closing Date. In addition, and pay all amounts provided under, all the Company Employee shall terminate each of the Company Nonqualified Plans in accordance with the requirements of Treas. Reg. 1.409A-3(j)(4)(ix)(B) and Parent acknowledges and agrees to such termination of the Company Nonqualified Plans. In connection with the termination of the Company Nonqualified Plans, each participant entitled to receive a benefit under the Company Nonqualified Plans shall receive full payment of the total value of the amounts credited to their termsaccounts under the Company Nonqualified Plans in a single lump sum cash payment as soon as administratively practicable after the Effective Time (in conjunction with the Surviving Corporation’s regular payroll process). (d) The provisions of this Section 8.5 are solely for the benefit of the Parties and nothing in this Section 8.5, and express or implied, shall (i) confer upon any Company Employee, or legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or (ii) be treated as an amendment of, or undertaking to honor and amend, any Company Benefit Plan, New Plan or other employee benefit plan, program, agreement or arrangement sponsored by either of the Parties. (e) As soon as reasonably practicable after the date of this Agreement, the Company shall deliver to cause Acquisition Parent copies of calculations with respect to honor, all rights, privileges and modifications to Section 280G of the Code (whether or not final) with respect to any such employee, officer or director of the Company Employee Plans that become effective as a result of or any of its Affiliates who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) in connection with the transactions contemplated by this AgreementTransactions.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of six months following the Effective Time or such longer period of time as may be required by applicable Law, Parent will provide, or will cause to be provided, to those employees of the Company who continue to be employed by Parent and for a one year period following Parent Subsidiaries (individually, “Company Employee” and collectively, “Company Employees”) compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Company Employees immediately prior to the Effective Time (excluding any benefits derived from awards under any equity incentive plan). (b) For purposes of vesting, eligibility to participate in and entitlement to benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any employee benefit plan, including any retirement benefits plan, severance pay plan, vacation plan, sick pay plan, welfare benefit plans and service award, of Parent and the Parent Subsidiaries in which Company Employees first become eligible to participate after the Effective Time (the “New Plans”), Parent will credit each Company Employee with his or her years of service with the Company before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply for purposes of qualifying for subsidized early retirement benefits or to the extent that its application would result in a duplication of benefits with respect to the same period of service or as may be required by Law. In addition, Parent shall providewill cause (i) each Company Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans, (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or cause Acquisition and its subsidiaries and successors her covered dependents, to provide, those persons who, the extent such conditions were inapplicable or waived under the comparable Company Benefit Plans in which such Company Employee participated immediately prior to the Effective Time, were employees of and (iii) for the Company and its subsidiaries and who continue plan year in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after which the Effective TimeTime occurs, and (ii) provide the crediting of each Continuing Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeNew Plan. (c) Parent and Acquisition (i) to cause Acquisition after consummation For the terms of the Merger contemplated by this Agreement to assumeagreements or arrangements, the Company or the Surviving Company, as applicable, will, and Parent will cause the Surviving Company to, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, the employment, severance and change of control agreements and arrangements that are listed on Section 5.8(c) of the Company Disclosure Schedule. (iid) The Company will provide Parent for its review and prior approval, which will not be unreasonably delayed, conditioned or withheld, with a copy of any material written or formal oral communications provided to honor Company Employees pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, the Company will use its commercially reasonable efforts to cause Acquisition assist Parent in entering into Parent’s standard documents relating to honorcompensation and benefits in respect of periods after the Effective Time with each of the Company Employees. (e) Nothing in this Agreement will require the continued employment of any Person, and except as expressly set forth in this Section 5.8 and as set forth on Section 5.8 of the Company Disclosure Schedule, no provision of this Agreement will prevent Parent or the Surviving Company from amending or terminating any Company Benefit Plan or benefit plans of any Parent or Parent Subsidiaries. (f) The Company and Parent acknowledge and agree that all rights, privileges and modifications to or provisions contained in this Section 5.8 with respect to employees are included for the sole benefit of the respective parties and will not create any such right in any other Person, including any employees, former employees, any participant in any Company Employee Plans that become effective as a result of Benefit Plan or any beneficiary thereof, nor will require the Company to continue or amend any particular benefit plan after the consummation of the transactions contemplated by this AgreementAgreement for any employee or former employee of the Company, and any such plan may be amended or terminated in accordance with its terms and Applicable Law. (g) If so directed by Parent in writing at least fifteen (15) Business Days prior to the Effective Time, the Company Board, at least ten (10) Business Days prior to the Effective Time, will adopt resolutions terminating any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the Closing Date. The form and substance of such resolutions shall be subject to the reasonable review of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. The Company shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements maintained by the Company or any of its Subsidiaries, effective in each case as of the day immediately preceding the Effective Time, except for any such plans, programs or arrangements that are required to be sponsored pursuant to applicable Laws. The Company shall provide Parent evidence that such plans have been terminated pursuant to resolutions of the Company Board or the board of directors of its Subsidiaries, as applicable (the form and substance of which resolutions shall be subject to review and approval of Parent).

Employee Benefit Matters. (a) To the extent that an employee of Company and its Subsidiaries immediately prior to the Closing (collectively, the “Covered Employees”) becomes eligible to participate in an employee benefit plan maintained by Parent agrees thator any of its Subsidiaries (other than Company or its Subsidiaries) following the Closing, effective as Parent shall cause such employee benefit plan to recognize the service of such Covered Employee with Company or its Subsidiaries for purposes of eligibility, participation, vesting and benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries, to the same extent that such service was recognized immediately prior to the Effective Time and for under a one year period following corresponding Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service, (ii) apply for purposes of any retiree medical plans or for purposes of benefit accrual under any defined benefit pension plan or (iii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any health care, dental or vision plan of Parent or any of its Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, Parent shall provide, (x) cause any preexisting condition limitations or cause Acquisition and its subsidiaries and successors eligibility waiting periods under such Parent or Subsidiary plan (excluding any Company Benefit Plan) to provide, those persons who, be waived with respect to such Covered Employee to the extent that such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in (y) recognize any health care, dental or vision expenses incurred by such employment ("Continuing Employees"), with benefits and compensation no less favorable Covered Employee in the aggregate year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to benefits participate) for purposes of any applicable deductible and compensation that are provided to the Continuing Employees as annual out-of-pocket expense requirements under any such health, dental or vision plan of the date Parent or any of this Agreementits Subsidiaries (excluding any Company Benefit Plan). (b) Except with respect Without limiting the generality of Section 11.10, the provisions of this Section 6.5 are solely for the benefit of the parties to accruals under this Agreement, and no current or former employee or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement be deemed to (i) establish, amend or modify any Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit pension plan, at such time as a Continuing Employee is provided benefits under program, agreement or arrangement maintained or sponsored by Parent, Company or any of their respective Affiliates; (ii) alter or limit the benefit plans or arrangements ability of Parent or any of its Subsidiaries (including, after the Surviving CorporationClosing Date, Company and its Subsidiaries) to amend, modify or terminate any Company Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or consultant any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, Company and its Subsidiaries), or constitute or create an employment agreement with any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timeemployee. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (ai) Parent agrees that, effective as As of the Effective Time Closing, except as expressly modified herein, the terms and conditions of Article X of the ATCA shall continue to apply with respect to all employees and former employees of MAP and its subsidiaries who were Ashland Transferred Employees (as defined in the ATCA) (the "Transferred MAP Employees"). (ii) Without limiting the generality of Section 12.01(d)(i), from and after the Closing, MAP and its successors shall be solely responsible for a one year period following all liabilities, obligations and commitments (including any costs and expenses) in connection with the Effective Time, Parent provision of retiree medical and retiree life insurance benefits to the Transferred MAP Employees. Such benefits shall provide, or cause Acquisition be determined taking into account the combined service of each Transferred MAP Employee with Ashland and its subsidiaries and MAP and its subsidiaries. For the avoidance of doubt, Ashland shall not have any liability, obligation or commitment in respect of retiree medical or retiree life insurance benefits for MAP employees, including Transferred MAP Employees, from and after the Closing. (iii) Ashland shall remain solely responsible for any benefits under the Ashland & Affiliates Pension Plan (the "Ashland Pension Plan") and for any benefits under the Ashland Leveraged Employee Stock Ownership Plan (the "Ashland LESOP") accrued by each Transferred MAP Employee as of immediately prior to such employee's Employment Transfer Date (as defined in the ATCA). Solely for purposes of qualifying for distributions and early retirement benefits pursuant to the Ashland Pension Plan and the Ashland LESOP, Ashland will continue to treat the Transferred MAP Employees as employed by an affiliated employer for so long as they remain actively employed by MAP or its successors or their affiliates. (iv) In accordance with the terms of the Ashland Employee Savings Plan, as of the Closing, Ashland agrees to provide, those persons who, facilitate the ability of each Transferred MAP Employee who is currently employed by MAP and its subsidiaries immediately prior to the Effective Time, were employees Closing to effect a "direct rollover" (within the meaning of Section 401(a)(31) of the Company and its subsidiaries and who continue Code) of his or her account balances under the Ashland Employee Savings Plan if such rollover is elected in accordance with applicable Law by such employment (Transferred MAP Employee. Marathon agrees to cause the Marathon Thrift Plan to accept a "Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided direct rollover" to the Continuing Employees as Marathon Thrift Plan of such Transferred MAP Employees' account balances (including promissory notes evidencing all outstanding loans) under the date of this AgreementAshland Employee Savings Plan. (bv) Except as provided in this Section 12.01(d), Ashland shall remain solely responsible for any individual contractual obligations with respect any Transferred MAP Employees (including any obligations to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company employees pursuant to the same extent recognized by Ashland Stock Plans, the Company at such time. Parent willAshland Salary Continuation Plan and any other severance, change in control or will cause the Surviving Corporation and its subsidiaries to, (iincentive compensation plan or arrangement) waive all limitations as to preexisting conditions (except to the extent that Ashland was liable for such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid obligations immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeClosing. (cvi) Parent Subject to applicable Law, Ashland shall reasonably cooperate in providing MAP with complete data for any Transferred MAP Employees. (vii) The parties agree that, in the event that MAP and Acquisition its subsidiaries make any contributions to, or payments in respect of, any pension plans, post-retirement health and life insurance plans or any other post-employment benefit arrangements, other than the Permitted Payments (i) as defined below), then MAP shall make a special non-pro rata distribution to cause Acquisition after consummation Ashland in an amount equal to 38% of the Merger contemplated amount by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to which any such Company Employee Plans that become effective contributions or payments exceed the Permitted Payments. Any such distribution to Ashland pursuant to this Section 12.01(d)(vii) shall be effected through an increase in the MAP Partial Redemption Amount or through such other means as a result Ashland and MAP may mutually agree. For purposes of any of the transactions contemplated by this Agreement.Section 12.01(d)(vii), "Permitted Payments" means:

Employee Benefit Matters. Section 5.13.1 With respect to any Parent Benefit Plan in which any director, officer or employee of the Company or any Company Subsidiary (athe “Company Employees”) Parent agrees that, will participate effective as of the Effective Time and for a one year period following the Effective Time, Parent shall providerecognize all service of the Company Employees with the Company or a Company Subsidiary, as the case may be, for purposes of determining eligibility to participate, vesting and amount of benefit, in each case where length of service is relevant in any Parent Benefit Plan (but in each case other than benefit accruals under defined benefit plans and supplemental executive retirement plans), in which such Company Employees may be eligible to participate after the Effective Time and only to the extent that such service was recognized in a corresponding Company Benefit Plan as of the date hereof; provided that the foregoing shall not apply to the extent that its application would result in any duplication of benefits, or with respect to frozen or grandfathered plans of Parent or any Parent Subsidiary. Prior to the Effective Time, the Company shall take all such steps as may be required to cause Acquisition to be exempt under Rule 16b-3 promulgated under the Exchange Act to the extent permitted by Law, any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) that are treated as dispositions under such rule and its subsidiaries result from the Merger or other transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company. Section 5.13.2 From and successors to provideafter the Effective Time, those persons whoParent will, or will cause a Parent Subsidiary to, honor, in accordance with their terms as in effect immediately prior to the Effective Time, were employees all Company Benefit Plans set forth in Section 3.10.1 of the Company and its subsidiaries and who continue in such employment Disclosure Schedule ("Continuing Employees"including providing or paying when due to any current or former director, officer or employee of the Company or any Company Subsidiary), with all benefits and compensation no less favorable in the aggregate pursuant to benefits such Company Benefit Plans earned or accrued through, and compensation that to which such individuals are provided entitled due to the Continuing Employees as consummation of the date Merger as of, the Effective Time (or such later time as such Company Benefit Plans may remain in effect following the Effective Time). Parent acknowledges that consummation of this Agreementthe Merger shall constitute a “Change in Control” as defined in applicable Company Benefit Plans. (b) Except with respect to accruals under any defined benefit pension planSection 5.13.3 For a period ending on December 31, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation2013, Parent will, or will cause the Surviving Corporation and its subsidiaries a Parent Subsidiary to, give such Continuing Employee full credit for purposes provide to the Company Employees who remain employed by Parent or a Parent Subsidiary after the Effective Time, benefits and compensation that, in the aggregate, are substantially comparable to the benefits and compensation provided to the Company Employees under the Company Benefit Plans as in effect immediately prior to the Effective Time, which benefits and compensation may be provided under the Company Benefit Plans, Parent Benefit Plans or any other compensatory programs and arrangements of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of Subsidiary. Notwithstanding the Company to the same extent recognized by the Company at such time. foregoing, until December 31, 2013, Parent will, or will cause the Surviving Corporation and its subsidiaries a Parent Subsidiary to, (i) waive all limitations provide the Company Employees with the same severance benefits as to preexisting conditions (except to the extent that such limitations were not waived provided under the Company's then-existing welfare plans)program set forth in Section 5.13.3 of the Company Disclosure Schedule, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate as in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid effect immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timedate hereof. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following Following the Effective Time, Parent the ------------------------ Holding Company shall provide, or cause Acquisition provide to officers and employees of Tritel and its subsidiaries Subsidiaries employee benefits under employee benefit plans on terms and successors conditions which are substantially similar in the aggregate to provide, those persons who, immediately provided by Tritel and its Subsidiaries to their officers and employees prior to the Effective Time but in no event less favorable than those provided to similarly situated officers and employees of TeleCorp prior to the Effective Time, were . With respect to any benefits plans of the Holding Company or its Subsidiaries in which the officers and employees of the Company Tritel and its subsidiaries and who continue in such employment ("Continuing Employees")Subsidiaries participate after the Effective Time, with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Holding Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, shall: (i) waive all any limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees such officers and employees under any welfare benefit plan that in which such employees may be eligible to participate in after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such officer or employee who was, as of the Effective Time, and excluded from participation in a Tritel benefit plan by nature of such pre-existing condition), (ii) provide each Continuing Employee such officer and employee with credit for any co-payments and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that benefit plan in which such employees are may be eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (iiiii) recognize all service of such officers and employees with Tritel and its Subsidiaries (and their respective predecessors) for all purposes (including without limitation purposes of eligibility to honor participate, vesting credit, entitlement for benefits, and benefit accrual) in any benefit plan in which such employees may be eligible to cause Acquisition participate after the Effective Time, except to honor, all rights, privileges and modifications to or with respect to any the extent such Company Employee Plans that become effective as a treatment would result in duplicative accrual of any benefits for the same period of the transactions contemplated by this Agreementservice.

Employee Benefit Matters. (a) Parent agrees thatFor one (1) year following the Effective Time, effective the Surviving Corporation shall continue to provide to those individuals who are employed by the Company as of the Effective Time and for a one year period following who remain employed by the Effective Time, Parent shall provide, Surviving Corporation or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees any Subsidiary of the Company and its subsidiaries and who continue in such employment Surviving Corporation ("Continuing Affected Employees"), with employee benefits pursuant to such employee benefit plans, programs, policies or arrangements which are maintained by the Surviving Corporation or any Subsidiary of the Surviving Corporation and compensation no which, in the aggregate, are not materially less favorable in the aggregate to benefits and compensation that are than those provided to the Continuing Employees as employees of the date of this AgreementSurviving Corporation in positions comparable to positions held by Affected Employees with the Surviving Corporation or its Subsidiaries; provided, however, that the foregoing shall not require the maintenance or continued maintenance of, or prevent the amendment or termination of, any particular benefit plan except as provided in Section 6.3(c)(iii). (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the The Surviving Corporation and its subsidiaries to, shall give such Continuing Employee Affected Employees full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' their service with the Company for purposes of eligibility, vesting and determination of the level of benefits, under all employee benefit plans, programs, policies or arrangements which are maintained by the Surviving Corporation or any subsidiary Subsidiary of the Company Surviving Corporation for such Affected Employees to the same extent recognized by the Company at such time. Parent will, or will cause immediately prior to the Effective Time. (c) The Surviving Corporation and its subsidiaries to, shall (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Affected Employees under any welfare plan benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time, (ii) provide each Continuing Affected Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Effective Time occurs under any welfare plans that such employees are eligible to participate in after the Effective Time and (iii) continue group health insurance coverage pursuant to COBRA for individuals covered under health insurance plans of the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after Company immediately prior to the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as Until the first anniversary of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition the Surviving Corporation to provide the employees of the Surviving Corporation and its subsidiaries and successors their dependents with an employee benefit program providing benefits that are substantially equivalent to provide, those the benefits provided to such persons who, immediately prior to the Effective Time under the applicable terms of the ERISA Benefit Plans or Non-ERISA Commitments. Subject to the foregoing, Parent may permit the Surviving Corporation to amend or terminate any of the ERISA Benefit Plans or Non-ERISA Commitments after the Effective Time, were employees subject to their terms and applicable law. To the extent that any ERISA Benefit Plans or Non-ERISA Commitments are amended or terminated after the Effective Time so as to reduce the benefits that are then being provided with respect to participants thereunder, the Parent shall cause the Surviving Corporation to permit each individual who is then a participant or beneficiary in such terminated or amended ERISA Benefit Plans or Non-ERISA Commitments to participate in a comparable employee benefit plan maintained by the Surviving Corporation in accordance with the eligibility criteria thereof, provided that: (a) such participants shall receive full credit for all years of service with the Company for all purposes for which such service is recognized under such plan, including, but not limited to, recognition of service for eligibility and its subsidiaries vesting and who continue level of benefits, (b) such participants shall participate in such employment ("Continuing Employees"), with benefits and compensation plan on terms that are no less favorable in the aggregate than those offered to benefits and compensation that are provided to the Continuing Employees as similarly situated employees of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, and (c) such participants shall participate under any welfare-type benefit plan without any waiting periods, evidence of insurability or application of any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions pre-existing condition restrictions (except to the extent that any such limitations were limitation has not waived been satisfied under any applicable ERISA Benefit Plans or Non-ERISA Commitments in which the Company's then-existing welfare plansparticipant then participates or is otherwise eligible to participate), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with shall receive appropriate credit for purposes of satisfying any applicable deductibles, co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timelimits. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent Except as generally described on Schedule 5.3, Buyer agrees that, effective as that individuals who are employed by the Company or any Subsidiary of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, Company immediately prior to the Effective Time, were Time shall remain employees of the Company and Surviving Corporation or one of its subsidiaries and who continue in Subsidiaries upon the Effective Time (each such employment ("employee, a “Continuing Employees"Employee”), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except With respect to any Plan that is a defined contribution plan and intended to be qualified under Section 401(a) of the Code, if Buyer reasonably determines that, as of the Closing, there was any material error or omission in the operation of such Plan or other circumstance that could reasonably result in the loss of the Plan’s tax qualification (a “Qualification Defect”), then Buyer and the Company shall take reasonable action to correct the Qualification Defect, which may include action under the Internal Revenue Service Employee Plans Compliance Resolution System (“EPCRS”) or any successor correction program. Prior to effecting any such correction as to which Buyer Indemnified Parties shall seek indemnification pursuant to Section 7.1(j), Buyer shall provide written notice to the Stockholders’ Representative, together with an explanation of the Qualification Defect and a description of the proposed correction, and shall not take any material action with respect to accruals under any defined the design or effectuation of the correction without obtaining the Stockholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld. (c) With respect to each employee benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements plan of Parent or the Surviving CorporationBuyer, or any subsidiary Affiliate of Parent or the Surviving Corporationsuch Person (“Buyer Plan”), Parent willin which Continuing Employees subsequently participate, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of determining vesting and eligibility for benefits, and vesting under such employee for severance benefits and vacation only, for purposes of benefit plans or arrangements maintained by Parentaccrual, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company and its Subsidiaries (or any subsidiary predecessor employers thereof to the extent the plans of the Company to provide past service credit) shall be treated as service with the same extent Person providing such Buyer Plan; provided, that such service shall not be recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the corresponding Plan of the Company or its Subsidiaries. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations. Each Buyer Plan shall waive pre-existing condition limitations were not to the same extent waived under the Company's thenapplicable Plan of the Company or its Subsidiaries. Continuing Employees shall be given credit for amounts paid under a corresponding benefit plan of the Company or its Subsidiaries during the plan year in which the Closing occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of Buyer Plan for the plan year in which the Effective Time occurs. (d) Subject to the modification of existing welfare plansemployment agreements as contemplated by Section 6.2(g), exclusions the Surviving Corporation hereby agrees to assume and waiting periods perform the obligations of the Company and any of its Subsidiaries under each employment agreement with respect any current employee. Notwithstanding the foregoing, nothing contained in this Section 5.3 shall be deemed to participation and coverage requirements applicable be a commitment of the Surviving Corporation or any of its Subsidiaries to the employ any Continuing Employees under Employee for any welfare plan that such employees may be eligible to participate in period of time after the Effective Time, and (ii) provide each this Section 5.3 shall not be construed to limit the ability of the Surviving Corporation or any of its Subsidiaries to terminate the employment of any Continuing Employee with credit for at any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible time after the Effective Time, subject to the terms of any employment agreement with such Continuing Employee. Buyer shall, or shall cause the Surviving Corporation (or any successor thereto or affiliate thereof), to pay the Kasun Amount and the van der Kloet Amount when due and payable pursuant to the terms thereof. (ce) Parent and Acquisition (i) Nothing in this Section 5.3 shall create any third party beneficiary right in any Person other than the Parties, including any current or former Continuing Employee, any participant in any Plan or Buyer Plan, or any dependent or beneficiary thereof, or any right to cause Acquisition after consummation continued employment with the Surviving Corporation, Buyer, Merger Sub or any of the Merger contemplated by their respective Affiliates. Nothing in this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect Section 5.3 shall constitute an amendment to any Plan, Buyer Plan or any other plan or arrangement covering Continuing Employees. The Company and Buyer shall each cooperate with the other and shall provide to the other such Company Employee Plans that become effective documentation, information and assistance as a result is reasonably necessary to effect the provisions of any of the transactions contemplated by this AgreementSection 5.3.

Employee Benefit Matters. (a) Parent agrees that, effective as of From and after the Effective Time Time, the Company shall, and for Parent shall cause the Surviving Corporation to, honor all Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time. For a period of one (1) year period following the Effective Time, Parent shall provide, or shall cause Acquisition to be provided, to each Person who is employed by the Company or the Company Subsidiaries immediately prior to the Effective Time who continues in the employ of Parent, the Surviving Corporation or any of their respective affiliates on or after the Effective Time (“Company Employees”) (i) a base salary or wage rate and its subsidiaries short-term incentive cash compensation opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the Effective Time and successors (ii) all other compensation and employee benefits, including, but not limited to, long-term cash incentive opportunities and vacation and paid time off, but excluding equity or equity based awards, change in control or retention bonuses and defined benefit or nonqualified arrangements, that are no less favorable in the aggregate than those provided to providethe Company Employee immediately before the Effective Time, those persons whoin each case, except as otherwise agreed in writing by the Company Employee. (b) For purposes of vesting, eligibility to participate and for calculating severance and vacation entitlements under the employee benefit plans of Parent and the Parent Subsidiaries (each, a “New Plan”), each Company Employee shall be credited with his or her years of service with the Company and the Company Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled before the Effective Time, to credit for such service under any similar Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, were employees of ; provided that the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except foregoing shall not apply to the extent that such limitations were not waived under its application would result in a duplication of benefits. In addition and without limiting the Company's then-existing welfare plans)generality of the foregoing, exclusions (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and waiting periods with respect to participation and coverage requirements applicable all New Plans to the Continuing Employees extent that coverage under any welfare plan that such employees may be eligible New Plans is comparable to participate a Benefit Plan in after the Effective Time, and (ii) provide each Continuing which such Company Employee with credit for any co-payments and deductibles paid participated immediately prior to the Effective Time (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall use its commercially reasonable efforts to cause all eligibility waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans, and Parent shall use its commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans 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 any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after employee and his or her covered dependents for the Effective Time to the same extent applicable plan year as if those deductibles or co-payments such amounts had been paid under in accordance with such New Plan. (c) Parent hereby acknowledges that a “change in control” (or similar phrase) within the welfare plans for which such employees are eligible after meaning of the Benefit Plans will occur at the Effective Time. (cd) Nothing in this Agreement shall confer upon any Company Employee or other Person any right to continue in the employ or service of the Company, the Surviving Corporation, Parent, the Parent and Acquisition Subsidiaries or any of their respective affiliates. Except as expressly set forth in this Section 5.8, no provision of this Agreement: (i) to cause Acquisition after consummation shall limit the ability of the Merger contemplated by this Agreement Company or any of its affiliates (including, following the Effective Time, the Surviving Corporation and its Subsidiaries) to assumeamend, honor, and pay all amounts provided under, all Company Employee Plans modify or terminate in accordance with their termsits terms any benefit or compensation plan, and program, agreement, contract, policy or arrangement at any time assumed, established, sponsored or maintained by any of them, (ii) shall be deemed or construed to honor and to cause Acquisition to honoramend, all rightsestablish, privileges and modifications to or with respect to modify any such Company Employee Plans that become effective as a result benefit or compensation plan, program, agreement, contract, policy or arrangement or (iii) create any third party beneficiary rights or obligations in any person (including any current or former service provider or employee of Parent or any of its Subsidiaries (or any beneficiaries or dependents thereof)) or any right to employment or continued employment or to a particular term or condition of employment with the transactions contemplated by this AgreementCompany or any of its affiliates (including, following the Effective Time, the Surviving Corporation and its Subsidiaries).

Employee Benefit Matters. (a) During the one (1)-year period commencing at the Effective Time, Parent agrees thatshall, effective as or shall cause the Surviving Entity to, provide to each employee of the Company and any of the Company Subsidiaries who is employed by the Company or any of the Company Subsidiaries immediately prior to the Effective Time and for continues to be employed by the Surviving Entity or any of the Company Subsidiaries immediately following the Effective Time (each a “Company Employee”) (i) a base salary (or wage rate) and target cash incentive compensation opportunity at least equal to such Company Employee’s base salary (or wage rate) and target cash incentive compensation opportunity in effect as of immediately prior to the Effective Time and (ii) employee benefits (excluding equity arrangements, deferred compensation arrangements, retiree health and welfare benefits and defined benefit pension plans) that are, in the aggregate, no less favorable than the employee benefits provided to the Company Employees by the Company and the Company Subsidiaries as of immediately prior to the Effective Time. (b) Parent shall provide, or shall cause the Surviving Entity to provide, to each Company Employee whose employment with the Surviving Entity, Company Subsidiaries and its Affiliates is involuntarily terminated in a severance-qualifying manner during the one year (1)-year period following the Effective Time, Parent shall provideseverance benefits that are no less favorable, or cause Acquisition in the aggregate, than the severance benefits, if any, that would have been provided to such Company Employee pursuant to the terms of the severance pay arrangements maintained by the Company and its subsidiaries and successors to provide, those persons who, the Company Subsidiaries upon such an involuntary severance-qualifying termination of employment immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) For purposes of eligibility and vesting, benefit accrual and determination of level of benefits under the compensation and benefit plans, programs agreements and arrangements of Parent, the Company, the Parent Subsidiaries, the Company Subsidiaries, the Surviving Entity and Acquisition any of its subsidiaries or any respective Affiliate thereof providing benefits to any Company Employees after the Closing (the “New Plans”), including for purposes of accrual of vacation and other paid time off and severance benefits under New Plans, but excluding for purposes of benefit accruals under any defined benefit plan or for purposes of vesting in any new equity-based compensation plan, program, agreement or arrangement, each Company Employee shall be credited with his or her years of service with the Company, the Company Subsidiaries and their respective Affiliates (and any additional service with any predecessor employer) before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan, except (i) for New Plans as to cause Acquisition after consummation which employees who are similarly situated to the Company Employees are not provided such service credit or (ii) where such credit would result in a duplication of benefits. In addition, and without limiting the generality of the Merger contemplated by this Agreement foregoing, with respect to assumeany plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), honor, and pay all amounts provided under, all Parent shall use commercially reasonable efforts to cause: (i) each Company 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 replaces coverage under a comparable Company Benefit Plan in accordance with their terms, which such Company Employee participated immediately before such replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to honor and to cause Acquisition to honorany Company Employee, all rights, privileges pre-existing condition exclusions and modifications actively-at-work requirements of such New Plan to or with respect to any be waived for such Company Employee Plans and his or her covered dependents (except to the extent such restrictions were applicable and not satisfied by the Company Employee as of the Effective Time under the comparable Company Benefit Plan), and any eligible expenses incurred by such Company Employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such 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. (d) Prior to making any material broad-based written or oral communications to the directors, officers or employees of the Company or the Company Subsidiaries pertaining to compensation or benefit matters that become effective as a result of any of are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any such mutually agreeable communication. (e) The parties hereto acknowledge and agree that all provisions contained in this Section 6.10 with respect to employees of the Company and the Company Subsidiaries are included for the sole and exclusive benefit of the respective parties hereto and shall not create any right, express or implied (i) in any other person, including employees, former employees, any participant or any beneficiary thereof in any Company Benefit Plan or (ii) to continued employment with Parent or any Parent Subsidiary. Notwithstanding anything in this Section 6.10 to the contrary, nothing in this Agreement, whether express or implied, shall be treated as an amendment or other modification of any Company Benefit Plan, Parent Benefit Plan or any other employee benefit plans of the Company or Parent.

Employee Benefit Matters. (a) With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent agrees thator any Parent Subsidiary in which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of or after the Effective Time (collectively, “New Plans”), subject to applicable Law and applicable Tax qualification requirements, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees in the United States with the Company or a Company Subsidiary that is reflected in the books and records of the Company, as the case may be, for vesting, eligibility and level of benefits purposes (but not for accrual purposes, except for vacation and severance, if applicable) in any New Plan in which such Company Employees are eligible to participate after the Effective Time, in each case except to the extent that recognizing such service would result in a duplication of benefits. To the extent any Company Employee in the United States participates in a New Plan that is a welfare plan or arrangement of Parent or any Parent Subsidiary following the Closing Date (a “Parent Welfare Plan”), Parent and any Parent Subsidiary will, to the extent permitted by applicable Law and any insurer or service provider under the applicable Parent Welfare Plan, cause all (i) pre-existing condition limitations which otherwise would be applicable to such Company Employee and his or her covered dependents to be waived to the extent satisfied under a Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan, (ii) participation waiting periods under each Parent Welfare Plan that would otherwise be applicable to such Company Employee to be waived to the same extent waived or satisfied under the Company Benefit Plan comparable to such Parent Welfare Plan immediately prior to the Closing Date or, if later, immediately prior to such Company Employee’s commencement of participation in such Parent Welfare Plan and (iii) co-payments and deductibles paid by Company Employees in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any such Parent Welfare Plan, but only to the extent that the Company provides documentation of such co-payments and deductibles reasonably requested by Parent or any Parent Subsidiary within 20 days of such request. Until September 30, 2015, Parent shall provide (or cause a Parent Subsidiary to provide) the Company Employees in the United States who continue to be employed by Parent or any Parent Subsidiary as of the Effective Time (the “U.S. Continuing Employees”) with base salary and for a one year period following base wage rates, and target annual cash performance bonus opportunities (but not equity or cash-settled equity based incentive opportunities) that are not less favorable in the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors aggregate than the U.S. Continuing Employees were eligible to provide, those persons who, earn from the Company immediately prior to the Effective Time, were employees but only to the extent that such salaries, wage rates and target annual cash performance bonus opportunities of the U.S. Continuing Employees are disclosed to Parent within 30 days after the Effective Time. Parent shall use reasonable best efforts to provide U.S. Continuing Employees with the opportunity to participate in those Company Benefit Plans listed in Section 3.11(a) of the Company and its subsidiaries and who continue Disclosure Schedule in such employment ("which the U.S. Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided Employees were participants immediately prior to the Effective Time until the earliest to occur of (1) June 30, 2015, (2) the date the U.S. Continuing Employees as Employee becomes eligible to participate in a comparable New Plan and (3) the date the U.S. Continuing Employee ceases to be eligible to participate under the Company Benefit Plan terms. (b) For a period of five Business Days after the date of this Agreement. (b) Except , the Company and the Company Subsidiaries may disseminate any communications to employees, the substance of which has been communicated to or coordinated with respect Parent on or prior to accruals under the date of this Agreement. Thereafter, the Company and the Company Subsidiaries shall provide Parent with a copy of any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements other written communication to be broadly disseminated to employees of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary Company Subsidiary relating to the Transactions or regarding compensation, benefits or other treatment they will receive in connection with or following the Merger at least three Business Days prior to such dissemination, and will include any reasonable comments from Parent to such communication that Parent makes in good faith within two Business Days after Parent’s receipt of such communication (unless such communication is substantively similar to such prior communications that have been initially made after such announcement of the Company Merger or prior communications that have been previously provided to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as pursuant to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plansthis Section 5.07(b), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time). (c) At least five Business Days prior to the date of the Proxy Statement, the Company shall deliver or make available to Parent a report prepared by an accounting firm, as of five Business Days prior to the date of the Proxy Statement, detailing the possible tax consequences of Section 280G of the Code. (d) Prior to the Effective Time, the Company shall take such actions as Parent may reasonably request so as to enable the Surviving Corporation to effect such actions relating to the 401(k) plan of the Company (the “401(k) Plan”), including amending and/or terminating the 401(k) Plan prior to the Effective Time, subject to the terms of the 401(k) Plan and Acquisition applicable Law and provided that such action does not preclude the immediate participation of the Company Employees in any successor 401(k) plan. (e) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein shall (i) to cause Acquisition after consummation be treated as an amendment of the Merger contemplated by this Agreement to assumeany particular Company Benefit Plan, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) give any third party any right to honor and enforce the provisions of this Section 5.07 or (iii) require Parent or any of its Affiliates to cause Acquisition to honor, all rights, privileges and modifications to (A) maintain any particular Company Benefit Plan or with respect to any such Company Employee Plans that become effective as a result (B) retain the employment of any of the transactions contemplated by this Agreementparticular employee.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a For one year period following after the Effective TimeClosing Date, Parent shall provideREIT and Parent OP shall, or shall cause Acquisition their Subsidiaries to, provide each Retained Property Employee and its subsidiaries Retained Management Employee with a base salary or base wages and successors pension and health benefits (other than retention, sale, stay, special bonuses or other change of control payments or awards) that are, in the aggregate, either, at the option of Parent REIT and Parent OP, (A) no less favorable to provideeach Retained Property Employee and Retained Management Employee than the base salary or base wages and pension and health benefits provided to similarly situated employees of Parent REIT and Parent OP, those persons who, or (B) in the aggregate no less favorable to each Retained Property Employee and Retained Management Employee than the base salary or base wages and pension and health benefits provided to such Retained Property Employees and Retained Management Employees immediately prior to the Effective TimeClosing, were employees of the Company in either case to be determined for each Retained Property Employee and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable Retained Management Employee in the aggregate to benefits sole discretion of Parent REIT and compensation that are provided to the Continuing Employees as of the date of this AgreementParent OP. 17 Certain portions have been omitted in connection with an application for confidential treatment therefor. (b) Except with respect For all purposes under the employee benefit plans of Parent REIT and Parent OP and their Subsidiaries after the Closing Date, Parent REIT and Parent OP shall, and shall cause their Subsidiaries to, credit service for eligibility and vesting (but not benefit accrual) rendered by Retained Property Employees and Retained Management Employees prior to accruals under any defined benefit the Closing Date for purposes of pension plan, at such time as a Continuing Employee is provided and health benefits under the employee benefit plans or plans, programs, policies and arrangements of Parent or REIT and Parent OP and their Subsidiaries from and after the Surviving CorporationClosing Date, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by as such service was taken into account under the Company at corresponding plans of the Group Companies for such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions purposes (except to the extent that such credit would result in a duplication of accrual of benefits). Without limiting the foregoing, Parent OP shall use its reasonable efforts to cause Retained Property Employees and Retained Management Employees to be immediately eligible to participate, without waiting time and to waive any pre-existing condition limitations were not waived otherwise applicable to Retained Property Employees and Retained Management Employees and their eligible dependents under any health or welfare plan of Parent REIT, Parent OP or their Subsidiaries for any condition for which such Retained Property Employee and Retained Management Employee would have been entitled to coverage under the Company's then-existing welfare plans), exclusions corresponding plans of the Group Companies in which such Retained Property Employees and waiting periods with respect to participation and coverage requirements applicable Retained Management Employees participated immediately prior to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective TimeClosing. Parent REIT and Parent OP shall, and (ii) provide each Continuing Employee with shall use reasonable efforts to cause, such current Retained Property Employees and Retained Management Employees to be given credit under such plans for any co-payments made, and deductibles paid satisfied, prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeClosing Date. (c) Prior to Closing, the Company shall, and shall cause each Group Company, to take such actions as are necessary to ensure that no Group Company shall be the administrator of the Lightstone Group, LLC 401(k) Plan or the sponsor of, or participating employer in, any Employee Benefit Plan (including such plans listed on Schedule 3.10(a)) from and after Closing. (d) No provision of this Section 6.10 shall create any third party beneficiary or other rights in any Employee (including any dependent or beneficiary thereof). Parent REIT and Acquisition Parent OP and their Subsidiaries, as applicable, shall have the right in their sole discretion to amend, modify, terminate or adjust benefit levels under any and all employee benefit plans and arrangements covering the Employees after the Closing Date, subject to this Section 6.10. No provision of this Section 6.10, or any other provision of this Agreement, is intended to modify, amend or create any employee benefit plan or arrangement of Parent REIT, Parent OP or any of the Group Companies for purposes of ERISA or otherwise. (i) to cause Acquisition after consummation Within thirty (30) days of the Merger contemplated date hereof (or within forty five (45) days of the date hereof with respect to 2009 compensation), the Group Companies shall provide to Parent REIT and Parent OP a true and correct list of the following information with respect to each Employee: their title and respective salaries, wages, bonuses (and other material compensation and benefits to the extent not otherwise made available to substantially all Employees) paid or payable during 2008 and 2009, date of hire, the date and amount of the last salary increase and whether any such Employee is on short-term disability, long-term disability, leave of absence or layoff. (ii) Within the later of five (5) days after delivery of the information described in Section 6.10(e)(i) and January 31, 2010, Parent REIT and Parent OP may, if practicable, provide the Company with a list of positions of Property Employees at each property and Management Employees it desires to retain and the number of persons required for each position. As soon as possible following delivery of the information described in Section 6.10(e)(i), but in no event later than five (5) Business Days thereafter, the Company will permit persons designated by this Agreement Parent REIT and Parent OP to assume, honor, interview any and pay all amounts provided under, all Company Employee Plans in accordance with their terms(x) Management Employees so that Parent REIT and Parent OP can determine those Management Employees to be hired by and transferred to the Group Companies (or retained by Prime Manager if Prime Manager is a Group Company) at the Closing (the “Retained Management Employees”), and (iiy) Property Employees so that Parent REIT and Parent OP can determine those Property Employees to be retained (the “Retained Property Employees”); provided, that such interview process shall be effected with the least amount of interference with the operation of the business of the Group Companies and Prime Manager as practicable, as reasonably determined by the parties acting in good faith. Parent REIT and Parent OP shall provide the Company with a list of any designed Retained Management Employees (to whom offers of employment will be made effective at the Closing if Prime Manager is not a Group Company) and Retained Property Employees as soon as practicable but no later than 75 days following the date hereof. The Company shall, and shall cause each Group Company (including Prime Manager if it is a Group Company), to terminate the employment of all Employees other than the Retained Management Employees and the Retained Property Employees prior to the Closing. With respect to each Employee terminated prior to the Closing, the Company shall, and shall cause each Group Company, to use commercially reasonable efforts to obtain releases from each terminated Employee, in a form approved by Parent REIT and Parent OP, in which each Employee releases all claims against the Company and the Group Companies with respect to such termination; provided that none of the Group Companies or their Affiliates shall be required to incur any liability, commence or threaten to commence any litigation, offer any cash or other pecuniary consideration or grant any accommodation (financial or otherwise) to honor any such Employee to secure such release other than as is required pursuant to any Employee Agreement or Employee Benefit Plan. (f) With respect to all Employees of the Group Companies or Prime Manager other than Retained Management Employees and Retained Property Employees, Parent REIT and Parent OP shall not be responsible for any notices required to cause Acquisition be given or otherwise to honor, all rights, privileges and modifications to or comply with WARN with respect to any plant closing or mass layoff (or similar triggering event) caused by the Group Companies or Prime Manager prior to the Closing, and Parent REIT and Parent OP shall have no responsibility or liability under WARN with respect to such Company Employee Plans Employees except to the extent that become effective any notice requirement or other liabilities under WARN are triggered in respect of such Employees as a result of any the termination of employment following the transactions contemplated by this AgreementClosing of one or more Retained Management Employees or Retained Property Employees.

Employee Benefit Matters. (a) Parent agrees that, effective as An employee of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, Company immediately prior to the Effective Time, were employees Closing and who remains an employee of the Company or becomes an employee of Buyer following the Closing shall be a “Continuing Employee” effective as of, and its subsidiaries and who continue in such employment ("Continuing Employees")following, with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to Closing. Buyer shall allow the Continuing Employees as to enroll in Buyer’s employee benefit plans, programs, policies and arrangements (the “Buyer Plans”), including its medical plan, dental plan, life insurance plan and disability plan, bonus plans, severance benefits, and other bonus or benefit arrangements (if any), on substantially similar terms to those applicable to similarly situated employees of Buyer, to the extent permitted by the terms of the date of this Agreementapplicable Buyer Plans. (b) Except Effective as of, and following, the Closing and to the extent permitted by the terms of the applicable Buyer Plans, Buyer and its subsidiaries will provide credit for each Continuing Employee’s length of service with the Company (including any length of service with any subsidiary of the Company) for all purposes (including eligibility, vesting and benefit accrual) under each Buyer Plan, except that such prior service credit will not be required (i) with respect to accruals accrued benefits under any defined benefit pension plan, at such time as (ii) to the extent that it results in a Continuing Employee is provided benefits under the benefit plans or arrangements duplication of Parent or the Surviving Corporationbenefits, or any subsidiary (iii) with respect to the vesting of Parent awards under Buyer’s equity compensation plans, if any. (c) Effective as of, and following, the Closing, to the extent permitted or the Surviving Corporationrequired by applicable Law, Parent will, or will cause the Surviving Corporation Buyer and its subsidiaries to, give such will cause any Buyer Plan in which any Continuing Employee full credit for purposes of eligibility and vesting under such employee participates that is a health or welfare benefit plans or arrangements maintained by Parentplan (collectively, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company “Buyer Welfare Plans”) to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)conditions, requirements for insurability, exclusions and waiting periods service conditions with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be (and their eligible to participate in after the Effective Timedependents), and (ii) provide each honor any payments, charges and expenses of such Continuing Employee with credit for any co-payments Employees (and deductibles paid prior to their eligible dependents) that were applied toward the Effective Time in satisfying any applicable deductible or and out-of-pocket requirements maximums under the corresponding Employee Benefit Plan in satisfying any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles applicable deductibles, out-of-pocket maximums or co-payments had been paid under a corresponding Buyer Welfare Plan during the welfare plans for same plan year in which such employees are eligible after the Effective Time. (c) Parent payments, charges and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their termsexpenses were made, and (iiiii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee (and his or her eligible dependents) following the Closing. (d) Nothing in this Section 8.8 shall (i) provide any Company Employee Plans that become effective as a result of any employees with enforceable rights or otherwise limit the ability of the transactions contemplated by this AgreementCompany or the Buyer to modify or terminate Company employees or their terms and conditions of employment following the Closing Date or (ii) constitute a benefit plan or an amendment to a benefit plan.

Employee Benefit Matters. (a) Parent agrees that, effective as of For a period beginning at the Effective Time and for a one year period following continuing through December 31, 2013 (the Effective Time“Continuation Period”), Parent shall provideor shall cause the Surviving Corporation to provide to the Company Employees who are employees of the Company or a Subsidiary at the Effective Time (collectively, the “Transferred Employees”) and who remain employees of Parent, the Surviving Corporation or cause Acquisition any of their Subsidiaries during the Continuation Period, (i) base salary, and its subsidiaries annual incentive bonus opportunities that are no less favorable than the base salary and successors target bonus opportunities applicable to provide, those persons who, such Transferred Employees immediately prior to the Effective Time and (ii) employee benefits that are comparable in the aggregate to the employee benefits provided to such Transferred Employees immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees")provided, with benefits and compensation no less favorable in the aggregate to benefits and compensation however that are provided to the Continuing Employees as of the date for all purposes of this AgreementSection 5.8, Parent shall provide to any Transferred Employee who is represented for purposes of collective bargaining by any labor organization with the wages, hours and other terms and conditions of employment as provided for in any applicable collective bargaining agreement or pursuant to applicable Law. (b) Except During the Continuation Period, Parent shall provide each Transferred Employee who incurs an involuntary termination of employment without cause with severance payments and severance benefits that are no less favorable than the greater of (1) the severance payments and severance benefits to which such employees would have been entitled with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits termination under the benefit plans or arrangements severance policies of the Company as in effect immediately prior to the Effective Time; and (2) the severance payments and severance benefits to which a similarly situated employee of Parent or would have been entitled with respect to such termination under the Surviving Corporation, or any subsidiary severance policies of Parent or Parent. (c) From and after the Surviving CorporationEffective Time, Parent will, or will shall cause the Surviving Corporation and its subsidiaries Subsidiaries to honor all obligations under the Company Equity Plans and compensation and severance arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time and the transactions contemplated hereunder shall be deemed to constitute a “change in control,” “change of control” or “corporate transaction” under such Company Equity Plans, arrangements or agreements. (d) The Company and its Subsidiaries, as applicable, shall be permitted to pay to each eligible Transferred Employee, upon the Effective Time, a pro rata bonus in respect of the Company’s 2012 fiscal year based on the Company’s determination, in good faith (and in consultation with Parent), of the amounts earned, based on actual performance through the Effective Time, under the Company’s incentive bonus plans set forth in Section 5.8(d) of the Company Disclosure Letter; provided, that such payments shall be allocated in a manner consistent with past practice and as described in Section 5.8(d) of the Company Disclosure Letter. (e) Parent shall, or shall cause the Surviving Corporation or Parent’s or the Surviving Corporation’s Subsidiaries, as applicable, to, give such Continuing Employee Transferred Employees full credit for such Transferred Employees’ service with the Company and its Subsidiaries for purposes of eligibility and vesting vesting, but not for purposes of benefit accruals (except for vacation and severance), under such employee any benefit plans made generally available to employees or arrangements officers or any class or level of employees or officers maintained by Parent, Acquisition the Surviving Corporation or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company their respective Subsidiaries in which a Transferred Employee participates to the same extent recognized by the Company at immediately prior to the Effective Time; provided, however, that such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except service shall not be recognized to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods recognition would result in a duplication of benefits with respect to participation and coverage requirements the same period of service. (f) Parent shall, or shall cause the Surviving Corporation or Parent’s or the Surviving Corporation’s Subsidiaries, as applicable, to use reasonable best efforts to (i) waive any preexisting condition limitations otherwise applicable to the Continuing Transferred Employees and their eligible dependents under any welfare plan of Parent or any Subsidiary of Parent that such employees provides health benefits in which Transferred Employees may be eligible to participate in after following the Effective Time, and other than any limitations that were in effect with respect to such employees as of the Effective Time under the analogous Benefit Plan, (ii) provide each Continuing Employee with credit for honor any deductible, co-payments payment and deductibles paid out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Effective Time during the portion of the plan year prior to the Effective Time in satisfying any applicable deductible deductibles, co-payments or out-of-pocket requirements maximums under health plans of Parent, the Surviving Corporation or any welfare plans that such employees of their respective Subsidiaries in which they are eligible to participate in after the Effective Time to in the same extent as if those deductibles or plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Effective Time, in each case to the extent such Transferred Employee or eligible dependent had been paid satisfied any similar limitation or requirement under the welfare plans for which such employees are eligible after an analogous Benefit Plan prior to the Effective Time. (cg) Parent and Acquisition (i) Notwithstanding any other provision of this Agreement, no current or former employee, director or individual independent contractor or any individual associated therewith shall be regarded for any purposes as a third party beneficiary of this Agreement. Nothing contained herein, express or implied, is intended to cause Acquisition after consummation confer upon any Transferred Employee or any other Person any benefits under any benefit plans, programs, policies or other arrangements, including severance benefits or the right to employment or continued employment with Parent, the Surviving Corporation or any of its or their Subsidiaries or Affiliates for any period by reason of this Agreement. No provision of this Section 5.8 constitutes an employment agreement or an amendment to or adoption of any employee benefit plan of or by Parent, the Merger contemplated Surviving Corporation or any of their Subsidiaries or Affiliates or shall alter or limit the ability of Parent, the Surviving Corporation or any of their Subsidiaries or Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans any of them in accordance with the terms of such plan, program, agreement or arrangement and applicable Law. Following the Effective Time, nothing contained in this Section 5.8 shall interfere with Parent, the Surviving Corporation or any of their terms, and (ii) Subsidiaries’ or Affiliates’ right to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result terminate the employment of any of the transactions contemplated by this Agreementemployee for any reason.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall, and shall providecause its Subsidiaries (including the Surviving Corporation) to, honor and provide for payment of all accrued obligations and benefits under all Company Plans and employment or cause Acquisition severance agreements disclosed on the Disclosure Schedule between Company and persons who are or had been employees of Company or any of its subsidiaries and successors to provide, those persons who, immediately Subsidiaries at or prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment Time ("Continuing Covered Employees"), all in accordance with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. their respective terms. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation From and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, Parent shall, and shall cause its Subsidiaries (iiincluding the Surviving Corporation) to, provide each Continuing Employee Covered Employees who remain in the employ of Company or any of its Subsidiaries with employee benefits that are reasonably comparable to the employee benefits provided to similarly situated employees of Parent or any such Subsidiary who are not Covered Employees. To the extent that Covered Employees are included in any benefit plan of Parent or its Subsidiaries, Parent agrees that the Covered Employees shall receive credit under such plan (other than any such plan providing for any co-payments and deductibles paid sabbati- cals) for service prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time with Company and its Subsidiaries to the same extent as if those such service was counted under similar Company Plans for purposes of eligibility, vesting, eligibility for retirement (but not for benefit accrual) and, with respect to vacation, disability and severance, benefit accrual. To the extent that Covered Employees are included in any medical, dental or health plan other than the plan or plans they participated in at the Effective Time, Parent agrees that any such plans shall not include pre- existing condition exclusions, except to the extent such exclusions were applicable under the similar Company Plan at the Effective Time, and shall provide credit for any deductibles or and co-payments had been paid under applied or made with respect to each Covered Employee in the welfare plans for which such employees are eligible after calendar year of the Effective Timechange. (c) Notwithstanding anything in this Agreement to the contrary, from and after the Effective Time, the Surviving Corporation will have sole discretion over the hiring, promotion, retention, firing and other terms and conditions of the employment of employees of the Surviving Corporation. Except as otherwise provided in this Section 6.7, nothing herein shall prevent Parent and Acquisition or the Surviving Corporation from amending or terminating any Company Plan in accordance with its terms. (d) "Offering Periods" under the Company 1996 Employee Stock Purchase Plan (the "ESPP") shall terminate on the earlier to occur of (i) to cause Acquisition after consummation April 30, 1999, or (ii) the expiration date of the Merger contemplated by this Agreement to assume, honorOffer, and pay all amounts provided under, all the Company Employee Plans shall cause written notice to be given to participants in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any the terms of the transactions contemplated by this AgreementESPP. No further Offering Period under the ESPP shall be created.

Employee Benefit Matters. (a) Parent agrees that, effective as During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Effective Time and for a one year period following the Effective TimeClosing Date, Parent shall provide, or shall cause Acquisition and its subsidiaries and successors the Amalgamated Company to provide, those persons whoemployees of each Group Company who continue to be employed by a Group Company (collectively, “Continuing Employees”) with the same salary or hourly wage rate as provided to such Continuing Employees immediately prior to the Effective Time, were employees of the Company Closing Date and its subsidiaries and who continue in such employment ("Continuing Employees"), with employee benefits and compensation no less favorable that are substantially similar in the aggregate to the employee benefits and compensation that are provided to under the Company Employee Benefit Plans in which such Continuing Employees participated as of the date Original Agreement Date. Parent further agrees that, from and after the Closing Date, Parent shall, and shall cause each Group Company to, grant all Continuing Employees credit for any service with such Group Company earned prior to the Closing Date (i) for eligibility and vesting purposes, and (ii) for purposes of this Agreementvacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Parent or any Group Company on or after the Closing Date (collectively, the “New Plans”), except as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (x) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan as of the Closing Date, and (y) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year of the Closing and on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by agrees that Parent, Acquisition or any subsidiary of through a Parent or Acquisition for such Continuing Employees' service with the Group Company or any subsidiary a Group Company group health plan (as defined in Section 4980B of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plansCode), exclusions and waiting periods with respect to participation and shall be responsible for satisfying the continuation coverage requirements applicable to of Section 4980B of the Continuing Employees under any welfare plan that Code for all individuals who are “M&A qualified beneficiaries” as such employees may be eligible to participate term is defined in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeTreasury Regulation Section 54.4980B-9. (c) Parent Nothing contained in this Section 6.11, express or implied, is intended to confer upon any employee of any Group Company any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Company Employee Benefit Plan. Further, this Section 6.11 shall be binding upon and Acquisition (i) inure solely to cause Acquisition after consummation the benefit of each of the Merger contemplated by Parties to this Agreement to assume, honorAgreement, and pay all amounts provided undernothing in this Section 6.11, all Company Employee Plans in accordance with their termsexpress or implied, and (ii) is intended to honor and to cause Acquisition to honor, all rights, privileges and modifications to confer upon any other Person any rights or with respect to any such Company Employee Plans that become effective as a result remedies of any nature whatsoever under or by reason of the transactions contemplated by this AgreementSection 6.11.

Employee Benefit Matters. (a) Parent agrees thatDuring the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, effective Buyer shall provide employees of each Group Company who continue to be employed by a Group Company or by Buyer or any of Buyer’s other Subsidiaries after the Closing (the “Continuing Employees”) with a salary or hourly wage rate that is the same as or better than the salary or wage rate provided to such employees prior to the Closing Date and with employee benefits (excluding equity arrangements) that are the same as or better than, in the aggregate, those provided by the Group Companies prior to the Closing Date. From and after the Closing Date, Buyer shall use commercially reasonable efforts to cause each Continuing Employee to receive credit for any service with such Group Company (or any ERISA Affiliate thereof) earned prior to the Closing Date (i) for eligibility and vesting purposes and (ii) if applicable, for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement of Buyer and its subsidiaries in which the Continuing Employees may participate or be eligible to participate after the Closing Date (the “Buyer Plans”). In addition, Buyer shall use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plans to the extent waived or satisfied by an employee under any Employee Benefit Plan as of the Effective Time Closing Date and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Continuing Employee (or covered dependent thereof) to be taken into account for a one purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable Buyer Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee of any Group Company any right to continued employment for any period following the Effective Time, Parent shall provideor continued receipt of any specific employee benefit, or cause Acquisition and its subsidiaries and successors shall constitute an amendment to provide, those persons who, immediately prior to the Effective Time, were employees or any other modification of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementany Buyer Plan or Employee Benefit Plan. (b) Except with respect to accruals under any defined benefit pension plan, at such time The Company shall terminate the Employee Benefit Plans listed as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (iitems 1 through 8 on Schedule 3.10(a) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare Closing. In connection with the termination of such plans that such employees are eligible to participate in after and agreements, the Effective Time Company will pay the terminated plan and agreement benefits to the same extent as if those deductibles or co-payments had been paid under applicable employees at the welfare plans for which Closing with such employees are eligible after the Effective Timeamounts constituting Seller Expenses. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. Buyer agrees that, for a period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the “Benefits Continuation Period”), Buyer shall, and shall cause the Surviving Company to, (a) Parent agrees that, effective as of provide employee benefits to Company Employees that are substantially comparable in the Effective Time and for a one year period following aggregate to the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, benefits that are provided under the Company Benefit Plans immediately prior to the Effective TimeClosing, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except provide each Company Employee with a base salary or rate of pay that is no less than the base salary or rate of pay that was in effect for such Company Employee immediately prior to the Closing, (c) honor the Company Benefit Plans set forth on Schedule 6.9 attached hereto, and (d) maintain the Company’s annual cash bonus plan as in effect on the Closing Date. With respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or Buyer in which Company Employees may be eligible to participate after the Surviving CorporationClosing Date, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, Buyer shall: (i) waive all any limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's thenpre-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Company Employees to the extent waived or not applicable under any welfare plan that such employees may be eligible to participate in after the Effective Time, and an analogous Company Benefit Plan; (ii) provide each Continuing Company Employee with credit for any co-payments and deductibles paid on or prior to the Effective Time Closing Date during the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles it would be recognized under an analogous Company Benefit Plans and (iii) recognize all service of the Company Employees with the Company and its Affiliates or co-payments had been paid predecessors thereof (to the extent such service was recognized by the Company and its Affiliates under an analogous Company Benefit Plan) for purposes of eligibility to participate, vesting credit and entitlement for benefits (other than benefit accruals), except to the extent such treatment would result in duplication of benefits. Notwithstanding the foregoing, no provision of this Agreement shall be construed in any way to (x) increase or extend the obligations of Buyer or the Company under the welfare plans for which terms of such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) Company Benefit Plans or to cause Acquisition after consummation restrict existing rights of the Merger contemplated Company to terminate or modify such Company Benefit Plans or (y) create any right in any employee to continued employment by the Company or any of its Subsidiaries or preclude the ability of the Company or any of its Subsidiaries to terminate the employment of any Company Employee for any reason. Nothing contained in this Agreement to assume, honor, and pay all amounts provided under, all shall amend any Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to Benefit Plan or with respect to confer any such third-party beneficiary rights or other rights or remedies upon any Company Employee Plans that become effective as a result of any of the transactions contemplated by this AgreementEmployee.

Employee Benefit Matters. (a) Each Company Employee has been offered employment by Parent agrees thatand those who are hired by Parent or retained by the Surviving Company will be eligible to: (i) during the period following the Closing until December 31, effective 2006, participate in each Company Benefit Plan that was offered to Company Employees as of immediately before the Effective Time and (ii) commencing January 1, 2007, participate in Parent's employee benefit programs, to the same extent as similarly situated employees of Parent. For purposes of determining eligibility to participate, vesting and entitlement to benefits (including for purposes of benefit accrual) where length of service is relevant under any benefit plan or arrangement of Parent, the Company or any of their respective Subsidiaries (collectively, "Parent Benefit Plans"), Parent shall, and shall cause such Subsidiary to, take such actions as are necessary and appropriate to provide that Company Employees as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee receive full service credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such timeCompany. Parent will, or will cause the Surviving Corporation and its subsidiaries to, shall (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), condition exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Company Employees as of the Effective Time under any welfare plan Parent Benefit Plan that is a Welfare Plan that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such Company Employees and that have not been satisfied as of the Effective Time under the Company Benefit Plans that are welfare benefit plans maintained for the Company Employees immediately prior to the Effective Time, and (ii) provide each Continuing Company Employee as of the Effective Time with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable co-payment, deductible or out-of-pocket requirements under any welfare plans Parent Benefit Plan that is a Welfare Plan that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (cb) Parent and Acquisition (i) to cause Acquisition after consummation Nothing contained in this Agreement shall confer upon any employee of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or any right with respect to any such Company Employee Plans that become effective as a result of any of continued employment by Parent or the transactions contemplated by this AgreementSurviving Company.

Employee Benefit Matters. (a) Parent agrees thatOn or prior to the Closing Date, the Company shall take such action under the Company Stock Plans to assure that options outstanding under the Company Stock Plans at the Effective Time of the Merger shall no longer permit the holder thereof to purchase Company Common Stock and, in lieu thereof, provide the holder thereof the right to purchase, for the exercise (b) On or prior to the Closing Date, the Company shall cause its Employee Stock Ownership Plan (the "ESOP") to be amended to substitute, effective as of the Effective Time of the Merger, the Parent Common as the "Employer Securities" under the ESOP and for a one year period following to make such other changes and modifications to the ESOP as Parent and the Company deem necessary and advisable to permit the ESOP to continue in effect with respect to the participating employees of the Company after the Merger without any acceleration of vesting or distributions under the ESOP. (c) Parent currently intends to cause the Company as the Surviving Corporation to take such actions as are necessary so that after the Effective TimeTime of the Merger, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment remaining with the Company after the Merger ("Continuing Employees")) will be provided with employee benefit plans, with benefits programs, policies and compensation arrangements that are, in the aggregate, no less favorable in to such employees as those provided to such employees as of the aggregate date hereof; provided that it is understood that Parent shall have no obligation to issue shares of capital stock pursuant to any such plan or to make additional contributions to the ESOP if such issuances or contributions are not considered to be desirable by Parent. Parent currently intends (i) to preserve and maintain with respect to such plans, programs and arrangements, benefits and compensation that are provided service credit accrued to the Continuing Employees as of during employment with the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation Company and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with prior to the Company or any subsidiary Effective Time of the Company Merger except to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation that benefits may be duplicated and its subsidiaries to, (iii) waive all limitations as to provide that Continuing Employees shall not be subject to preexisting conditions condition exclusions or waiting periods (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid so subject prior to the Effective Time of the Merger) and shall receive full credit for any copayments and deductibles already incurred during the year in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after which the Effective Time to the same extent as if those deductibles or co-payments had been paid Merger occurs under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation comparable plan of the Merger contemplated by this Agreement to assume, honor, Company and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementits subsidiaries.

Employee Benefit Matters. (a) Parent agrees thatPurchaser shall honor the Company Benefit Plans set forth in the Company’s Disclosure Letter in accordance with the terms of such Company Benefit Plans, effective as except to the extent an alternative treatment is set forth in Section 5.11 or in Section 2.10 of this Agreement. Following the Effective Time, Purchaser shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of all Persons who are employees of the Company and its Subsidiaries immediately prior to the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (a “Continuing Employee”) that, in the aggregate are substantially comparable to the employee benefit and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries; provided, however, in no event shall any Continuing Employee be eligible to participate in any frozen plan of Purchaser or its Subsidiaries. (b) At the sole discretion of Purchaser, Purchaser may maintain the Company’s health and welfare plans through the end of the calendar year in which the Effective Time occurs. Notwithstanding the foregoing, if Purchaser determines to terminate one or more of the Company’s health and/or welfare plans, then at the request of Purchaser made at least thirty (30) days prior to the Effective Time, the Company shall adopt resolutions, to the extent required, providing that one or more of the Company’s health and welfare plans (excluding any plans that are mutually agreed to in writing between the parties) will be terminated effective immediately prior to the Effective Time (or such later date as requested by Purchaser in writing or as may be required to comply with any applicable advance notice or other requirements contained in such plans) and shall arrange for termination of all corresponding insurance policies, service agreements and related arrangements effective on the same date to the extent not prohibited by the terms of such arrangements. Notwithstanding the foregoing, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the Company’s health and welfare plans prior to the time such Continuing Employees or their dependents, as applicable, become eligible to participate in the health plans, programs and benefits common to all employees of Purchaser and its Subsidiaries and their dependents and, consequently, no Continuing Employee shall experience a one gap in coverage. Purchaser shall ensure that Continuing Employees who become covered under health plans, programs and benefits of Purchaser or any of its Subsidiaries shall receive credit for any co-payments, eligible expenses and deductibles paid under the Company’s health plan for the plan year period in which coverage commences under Purchaser’s health plan. Continuing Employees shall not be subject to any pre-existing conditions, exclusions or waiting periods under any such plans. Terminated Company employees and qualified beneficiaries will have the right to continued coverage under group health plans of Purchaser in accordance with COBRA. (c) Purchaser shall cause each Purchaser Benefit Plan in which Continuing Employees are eligible to participate to take into account for all purposes (including eligibility and vesting) under the Purchaser Benefit Plans all service of such employees with Company (and/or its Subsidiaries) to the same extent as such service was credited for such purpose by the Company (and/or its Subsidiaries); provided, however, that such service shall not be recognized (i) to the extent that such recognition would result in a duplication of benefits under any of the Purchaser Benefit Plans or Company bonus plans, including without limitation any cash bonuses paid for 2019 pursuant to Section 4.1(i)(i) of this Agreement, or (ii) to the extent, at the sole discretion of Purchaser, the cash value of unused vacation is paid to Continuing Employees at the Effective Time. This Agreement shall not be construed to limit the ability of Purchaser to terminate the employment of any Company employee or to review any employee benefit plan or program from time to time and to make such changes (including terminating any such plan or program) as Purchaser deems appropriate. (d) The Company shall take all necessary and appropriate actions to cause the Company 401(k) Plan to be frozen as to future contributions effective immediately prior to the Effective Time and Purchaser shall take all necessary and appropriate actions to allow the Continuing Employees to participate in Purchaser’s 401(k) Plan on the first day immediately following the Effective Time. If requested in writing by Purchaser no later than thirty (30) days prior to Closing, Parent shall provide, or cause Acquisition and its subsidiaries and successors the Company will also take all necessary steps to provide, those persons who, terminate the Company 401(k) Plan immediately prior to the Effective Time, were employees subject to the occurrence of the Effective Time, and if further requested, shall prepare and submit a request to the IRS for a favorable determination letter on termination. If Purchaser requests that the Company apply for a favorable determination letter, then prior to the Effective Time, the Company shall take all such actions as are necessary (determined in consultation with Purchaser) to submit the application for favorable determination letter in advance of the Effective Time, and following the Effective Time, Purchaser shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the Company 401(k) Plan as may be required by the IRS as a condition to its issuance of a favorable determination letter). Prior to the Effective Time, the Company, and following the Effective Time, Purchaser, will adopt such amendments to the Company 401(k) Plan to effect the provisions of this Section 5.11(d). In the event Purchaser requests the Company to submit an application to the IRS for a determination letter, Company 401(k) Plan participants who are terminated at or after the Closing, but prior to the receipt of the IRS determination letter, may elect to receive a distribution from the Company 401(k) Plan upon termination of their employment. Purchaser shall take any and all actions as may be required to permit Continuing Employees to roll over their account balances in the Company’s 401(k) Plan into Purchaser’s 401(k) Plan; however, plan loans may not be rolled over into Purchaser’s 401(k) Plan. (e) Subject to the occurrence of the Closing, the Company ESOP shall be terminated by the Company prior to the Closing Date. In connection with the termination of the Company ESOP and its subsidiaries the merger of the Company with Purchaser, all accounts shall be fully vested, all outstanding indebtedness of the Company ESOP shall be repaid by delivering a sufficient number of unallocated shares of Company Common Stock to the Company, at least five (5) Business Days prior to the Effective Time, all remaining shares of Company Common Stock held by the Company ESOP shall be converted into the right to receive the Merger Consideration, and who continue in such employment ("Continuing Employees"), with benefits the balance of the unallocated shares and compensation no less favorable any other unallocated assets remaining in the aggregate to benefits and compensation that are provided Company ESOP after repayment of the Company ESOP loan shall be allocated as earnings to the Continuing Employees accounts of the Company ESOP participants who are employed as of the date of termination of the Company ESOP based on their account balances under the Company ESOP as of the date of termination of the Company ESOP and distributed to Company ESOP participants after the receipt of a favorable determination letter from the IRS. Prior to the Effective Time, the Company shall take all such actions as are necessary (determined in consultation with Purchaser) to submit the application for favorable determination letter in advance of the Effective Time, and following the Effective Time, Purchaser shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the Company ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company and following the Effective Time, Purchaser, will adopt such amendments to the Company ESOP to effect the provisions of this AgreementSection 5.11(e). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the Company ESOP upon its termination, the account balances in the Company ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. (bf) Except with respect Purchaser agrees that each Company employee who is involuntarily terminated by Purchaser (other than for “Cause” as determined by Purchaser) at or within twelve months following the Effective Time and who is not covered by a separate severance, change in control or employment agreement shall receive a severance payment pursuant to accruals under any defined benefit pension planthe Company’s severance plan or policy in effect as of the date hereof, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporationapplicable, or any subsidiary of Parent Purchaser’s severance plan or policy, as applicable, if such payments would be more favorable to such Person; provided, however, that in no event shall such severance payments exceed twelve month’s pay. (g) Purchaser shall honor and maintain the Surviving CorporationAmended and Restated Director Retirement Agreements as set forth in the Company’s Disclosure Letter, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent any such agreement is superseded, with the consent of the beneficiary, as of, or following, the Effective Time and Purchaser specifically agrees that the timing and amount of the payments thereunder will not be accelerated and will continue to be made in accordance with the terms of such limitations were not waived agreements. (h) Purchaser shall honor all obligations under the employment or change in control agreements as set forth in the Company's then-existing welfare plans)’s Disclosure Letter, exclusions and waiting periods except to the extent any such agreement is superseded or terminated as of, or following, the Effective Time. To the extent any payments or benefits made with respect to participation and coverage requirements applicable to, or which could arise as a result of, this Agreement or the transactions contemplated hereby, could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the IRC, the Company shall, prior to the Continuing Employees under Closing Date, cooperate in good faith with Purchaser to effect reasonable measures to minimize any welfare plan that such employees may be eligible to participate in payments or benefits from being characterized as “excess parachute payments” within the meaning of Section 280G(b)(1) of the IRC. (i) From and after the Effective Time, Purchaser shall honor the Savings Institute Bank and (ii) provide each Continuing Employee with credit for any co-payments Trust Company Supplemental Executive Retirement Plan, Savings Institute Bank and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeTrust Company Supplemental Executive Retirement Plan II and other similar arrangements. (cj) Parent The Company shall take all such actions as Purchaser may reasonably request to fully and Acquisition timely comply with any and all requirements of both federal Worker Adjustment and Retraining Notification Act of 1988 (i“WARN Act”) and any state-specific WARN Act statutes, including providing notices to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this AgreementCompany’s employees.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were All employees of the Company and its subsidiaries and who the Acquired Company shall continue in their existing benefit plans until such employment ("Continuing Employees")time as, with in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs, as are necessary to allow eligible employees of the Company and compensation no less favorable the Acquired Company to participate in the health, welfare and other benefit programs of Parent or alternative benefits programs in the aggregate to benefits and compensation that are provided substantially similar to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Continuing Employees as effectiveness of the date Company’s and each Acquired Company’s benefit plans. All employees of this Agreement. the Company and each Acquired Company shall be given credit for all service with the Company (bor service credited by the Company) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting (but not for purposes of benefit accrual) under such all employee benefit plans or plans, programs, policies and arrangements and employment policies maintained by Parent, Acquisition or any subsidiary Parent in which they become participants. No employees of Parent or Acquisition for such Continuing Employees' service with the Company or of any subsidiary of the Acquired Company to the same extent recognized by the Company at such time. Parent will(or their dependents) shall be excluded from, or will cause the Surviving Corporation and its subsidiaries tolimited in, (i) waive all receiving any benefits or participating in a group health plan of Parent for which they would otherwise be eligible by reason of any waiting period, evidence of insurability requirement, pre-existing condition exclusion or similar limitation other than limitations as or waiting periods that are already in effect with respect to preexisting conditions (except such individuals to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to satisfied as of the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timecorresponding Company Employee Plan. (cb) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assumeAt Parent’s request, honor, and pay all amounts provided under, Company will terminate any or all Company Employee Plans in accordance intended to include a Code Section 401(k) arrangement (each a “Company 401(k) Plan”), with their terms, and (ii) such termination to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become be effective as a result of any of the transactions contemplated day immediately preceding the Closing Date and reflected in resolutions of Company’s board of directors. The form and substance of such resolutions will be subject to the prior review and approval of Parent. For purposes of clarity, participation in any Company 401(k) Plan for which no request has been made by this AgreementParent on or prior to the day immediately prior to the Closing Date will not be terminated by Company.

Employee Benefit Matters. (a) From the Closing Date through the first anniversary thereof (the “Continuation Period”), Parent agrees that, effective shall provide or cause to be provided Parent Employee Compensation and Benefits (as of defined below) for the employees (as a group) who are actively employed by the Company and its Subsidiaries on the Closing Date and continue to be actively employed after the Effective Time (“Covered Employees”) that, in the aggregate, are substantially comparable to the Parent Employee Compensation and for a one year period following Benefits that are generally made available to similarly situated employees of Parent or its Subsidiaries (other than the Effective TimeCompany and its Subsidiaries); provided, that until such time as Parent shall provide, cause Covered Employees to participate in the employee benefit plans that are made available to similarly situated employees of Parent or cause Acquisition its Subsidiaries (other than the Company and its subsidiaries Subsidiaries), a Covered Employee’s continued participation in the compensation and successors employee benefit plans of the Company and its Subsidiaries shall be deemed to providesatisfy the foregoing provisions of this sentence (it being understood that participation in any different Parent plans may commence at different times). Notwithstanding the foregoing, those persons whoduring the Continuation Period, each Covered Employee shall, subject to meeting the applicable eligibility requirements, be eligible to receive benefits upon qualifying terminations of employment in accordance with the terms of the severance guidelines or Contract applicable to such employee as of immediately prior to the Effective Time, were employees Time and set forth on Section 6.5(a) of the Company Disclosure Schedules. “Parent Employee Compensation and its subsidiaries and who continue Benefits” means salary, hourly pay, paid time off, employee benefit plans (as defined in such employment ("Continuing Employees"Section 3(3) of ERISA), with benefits whether or not subject to ERISA, and compensation no less favorable in bonus, stock option, stock purchase, restricted stock, cash- or equity-based incentive, deferred compensation, retiree medical or life insurance, welfare, retirement, severance, change-in-control or other compensatory or benefit plans, programs, policies or arrangements, and retention, bonus, employment, termination, severance or other Contracts to which the aggregate to benefits and compensation Parent or any of its Subsidiaries is a party or that are provided maintained, contributed to or sponsored by the Continuing Employees as Parent or any of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under its Subsidiaries for the benefit plans of any current or arrangements former employee of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementits Subsidiaries.

Employee Benefit Matters. (a) Parent agrees that, effective as Part 2.12 of the Effective Time Disclosure Letter lists each employee benefit plan, with respect to Company Employees, and for a one year period following each material employee benefit plan, with respect to Transferred Employees (including each “employee benefit plan” as defined in Section 3(3) of ERISA), maintained or contributed to (or required to be contributed to) by the Effective TimeCompany, Parent shall providethe Seller, or cause Acquisition and its subsidiaries and successors to providethe Seller’s Affiliates for the benefit of Eligible Employees or Company Employees, those persons whoor under which the Seller or any Affiliate thereof (including the Company) has any Liability, immediately prior to the Effective Timeincluding any retention, were employees severance, equity-based, change in control, retirement, welfare, fringe benefit, incentive or deferred compensation plan, program or arrangement (each of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"foregoing, a “Seller Benefit Plan”), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are . The Seller has provided to the Continuing Employees as Purchaser true and complete copies of each of such Seller Benefit Plans. Any Seller Benefit Plan which is intended to meet the requirements for tax-qualification under Sections 401(a) and 401(k) of the date Code has been determined by the IRS to be so qualified (by IRS determination letter to the plan’s sponsor, or by IRS opinion letter to the prototype plan’s sponsor) and no event has occurred and no condition exists with respect to the form or operation of this Agreementsuch Seller Benefit Plan that would reasonably be expected to cause the loss of such qualification or exemption. (b) Except Each Seller Benefit Plan has been established, administered and maintained in material compliance with its terms and in material compliance with all applicable Legal Requirements (including ERISA and the Code). All contributions required to have been made to all Seller Benefit Plans as of the Closing will have been made as of the Closing. There are no Proceeding or claims pending or, to the Knowledge of the Seller, threatened (in writing) with respect to accruals under the Seller Benefit Plans (other than routine claims for benefits), in particular no orders or decrees requiring for restructuring payments (Sanierungsbeiträge) to be made by the Company. None of the Seller Benefit Plans has any defined accumulated funding deficiency on the regulatory basis (in Switzerland, as per the Federal Act on Occupational Benefit Schemes, BVG) as of the Closing. Other than the Company’s benefit plan with the external pension planfund Profond, at such time as a Continuing Employee is provided benefits under the benefit there are no other pension plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit similar schemes in place for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to cause Acquisition after consummation incur, either directly or indirectly, any material Liability under Title IV of ERISA or related provisions of the Merger contemplated by this Agreement Code or foreign Legal Requirement relating to assumeany Seller Benefit Plan; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; or (iii) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (d) With respect to each Seller Benefit Plan, honor, and pay all amounts provided under, all Company Employee Plans (i) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in accordance with their terms, Section 3(40) of ERISA); and (ii) no Action has been initiated by the Pension Benefit Guaranty Corporation to honor and terminate any such plan or to cause Acquisition to honorappoint a trustee for any such plan. (e) Other than as required under Section 601 et. seq. of ERISA or other applicable Legal Requirement, all rights, privileges and modifications to no Seller Benefit Plan or with respect other arrangement provides post-termination or retiree welfare benefits to any such Company Employee Plans that become effective as a result of individual for any of the transactions contemplated by this Agreementreason.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of one (1) year following the Effective Time (the “Benefit Protection Period”), Parent shall either (i) assume and maintain, or cause the Parent Subsidiaries, including the Surviving Corporation, to assume and maintain, for a one year period the benefit of the employees of the Company and Company Subsidiaries immediately prior to the Effective Time who remain employed immediately following the Effective TimeTime (the “Company Employees” and each individually a “Company Employee”), the Company Benefit Plans (other than the Company Equity Plans) at the benefit levels in effect on the date of this Agreement and provide or cause the Parent shall provideSubsidiaries, including the Surviving Corporation, to provide compensation and benefits to each Company Employee under the Company Benefit Plans or other employee benefit plans or compensation arrangements of Parent or any of the Parent Subsidiaries that have a value sufficient to replace the value of the compensation and benefits (other than any equity based compensation or benefits) provided to such Company Employee under the Company Benefit Plans immediately prior to the Effective Time (other than any equity based compensation or benefits), or (ii) provide or cause Acquisition the Parent Subsidiaries, including the Surviving Corporation, to provide compensation and its subsidiaries benefits (other than any equity based compensation or benefits) to the Company Employees that, taken as a whole (other than any equity based compensation or benefits), has a value that is not less favorable in the aggregate than the compensation and successors benefits (other than any equity based compensation or benefits) provided to provide, those persons who, the Company Employees immediately prior to the Effective Time. (b) Without limiting the generality of Section 5.10(a), were employees from and after the Effective Time, Parent shall, or shall cause the Parent Subsidiaries, including the Surviving Corporation, to, assume, honor and continue without unilateral amendment (unless required by applicable Law) during the Benefit Protection Period (or, if sooner, until all obligations thereunder have been satisfied), all of the Company’s employment, severance, retention and change in control obligations under the offer letters and related documents and the Change in Control Bonus Plan set forth in Section 3.12(a) of the Company Disclosure Schedule, including with respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event). (c) With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained by Parent or any of the Parent Subsidiaries, including the Surviving Corporation (including any vacation, paid time-off and its subsidiaries severance plans, but other than any equity based plan) that replaces a comparable Company Benefit Plan and who continue in which a Company Employee is eligible to participate following the Effective Time, for purposes of determining eligibility to participate, level of benefits, and vesting, each Company Employee’s service with the Company or any Company Subsidiary (as well as service with any predecessor employer of the Company or any Company Subsidiary, to the extent service with the predecessor employer is recognized by the Company or such employment Company Subsidiary) shall be treated as service with Parent or any of the Parent Subsidiaries, including the Surviving Corporation, to the extent recognized prior to the Effective Time for similar purposes under an equivalent Company Benefit Plan; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or compensation. ("Continuing Employees")d) Parent shall, with benefits or shall cause the Parent Subsidiaries, including the Surviving Corporation, to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and compensation no less favorable waiting periods under any medical, dental or health benefit plan maintained by Parent or any of the Parent Subsidiaries in which U.S. Company Employees (and their eligible dependents) will be eligible to participate and that replaces an equivalent Company Benefit Plan that is a health benefit plan in the aggregate to benefits and compensation that are provided plan year in which the Effective Time occurs, except to the Continuing Employees extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time. Parent shall, or shall cause the Parent Subsidiaries, including the Surviving Corporation, to, use commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each U.S. Company Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the medical, dental or health benefit plan in which such U.S. Company Employee (and dependents) will be eligible to participate and that replaces a Company Benefit Plan that is a medical, dental or health benefit plan (as applicable) in the plan year in which the Effective Time occurs. (e) Nothing contained in this Section 5.10, express or implied: (i) shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement, policy, contract or arrangement, (ii) subject to compliance with the other provisions of this Section 5.10, shall alter or limit the date ability of Parent or any of its affiliates (including, following the Closing, the Surviving Corporation) to amend, modify or terminate any benefit or compensation plan, program, agreement, policy, contract or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) is intended to confer upon any Person (including any Company Employee) any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or shall in any way limit the ability of Parent or any of its affiliates (including, following the Closing, the Surviving Corporation) to terminate the employment of any employee (including any Company Employee) at any time and for any or no reason, or (iv) is intended to confer upon any Person (including any Company Employee) any rights as a third-party beneficiary of this Agreement. (bf) Except with respect The Company shall take such actions as are reasonably necessary or appropriate to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under terminate the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service Company’s 401(k) plan in accordance with the Company or any subsidiary terms of such plan and the requirements of applicable Law, with such termination to be effective at least one day prior to the Closing Date, and the Company shall provide to Parent at least one day prior to the same extent recognized by Closing Date written evidence (in a form reasonably satisfactory to Parent) of such termination. As soon as reasonably practicable following the Closing, each Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be Employee shall become eligible to participate in after the Effective Time, Parent’s 401(k) plan subject to and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their termsits terms and shall, at the participant’s election, be able to roll over such participant’s outstanding participant loan and related promissory note under the Company’s 401(k) plan to Parent’s 401(k) plan to the extent such loan constitutes part of an “eligible rollover distribution” as defined in Section 402(c)(4) of the Code. During the period commencing on the Closing Date and ending at the time of the rollover or other distribution of such promissory notes and related account balances, such loans shall continue to be maintained under the Company’s 401(k) plan, and (iiParent shall make payroll deductions in respect of required payments under any such loan and timely remit such amounts to the Company’s 401(k) plan as payments on such loan. During such period, provided that the participant continues to honor and to cause Acquisition to honor, make all rights, privileges and modifications to or required installment payments with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementloan, such loan shall not be placed in default.

Employee Benefit Matters. (a) Parent agrees that, effective as of On the Effective Time and for a one year period following the Effective TimeDate, Parent shall provideall employees of any Acquired Corporation Company shall, or cause Acquisition and its subsidiaries and successors to provideat Buyer’s option, those persons who, immediately prior to the Effective Time, were either become employees of the Company and Resulting Corporation or its subsidiaries and who continue in such employment ("Continuing Employees"), with Subsidiaries or be entitled to severance benefits and compensation no less favorable in under the aggregate to severance policy of either the Bank or Superior Bank having the greater benefits and compensation that are provided to the Continuing Employees as of the date of this AgreementAgreement (except Gxxxxx X. Xxxxxxxxx and Wxxxxxx X. Xxxxxx, Xx. (b) Except with respect , who shall resign as employees of the Bank as of the Effective Date). All employees of any Acquired Corporation Company who become employees of the Resulting Corporation or its Subsidiaries on the Effective Date shall be entitled, to accruals under any defined benefit pension planthe extent permitted by applicable Law, at such time to participate as a Continuing Employee is provided benefits under soon as administratively and financially practicable after the Effective Date in all benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company Superior Bank to the same extent recognized as Superior Bank employees, except as stated otherwise in this Section. Buyer shall continue each existing benefit plans of any Acquired Corporation Company until such benefit plan is replaced with the like benefit plan of Superior Bank. With respect to employee benefits maintained by Buyer or by Superior Bank in which employees of any Acquired Corporation Company participate after the Company at such time. Parent willEffective Date, or will cause the Surviving Corporation and its subsidiaries to, Buyer agrees: (i) waive all limitations as to preexisting conditions (except treat service by Acquired Corporation Company employees prior to the extent that such limitations were not waived under the Company's then-existing welfare plans)Effective Date as service with Buyer or Superior Bank, exclusions for eligibility and waiting periods with respect to participation vesting purposes only, for all retirement, vacation, sick pay, severance and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, other benefit plans of Superior Bank and (ii) provide to waive waiting periods and pre-existing condition limitations, if any, as would otherwise be applied to participating employees of an Acquired Corporation Company upon the implementation of such employee benefits constituting “group health plans” within the meaning of Section 5000(b)(i) of the Code. In addition, if the Effective Date falls within an annual period of coverage under any group health plan of the Resulting Corporation and its Subsidiaries, each Continuing Employee with such Acquired Corporation Company employee shall be given credit for any co-payments and deductibles covered expenses paid prior to by that employee under comparable employee benefit plans of the Acquired Corporation Company during the applicable coverage period through the Effective Time in satisfying Date towards satisfaction of any applicable annual deductible or limitation and out-of-pocket requirements maximum that may apply under that group health plan of the Resulting Corporation and its Subsidiaries. Buyer shall give the required notifications when due pursuant to COBRA to all employees of any welfare plans that Acquired Corporation Company who do not become employees of the Resulting Corporation or its Subsidiaries on the Effective Date and administer all elections of such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timeits “group health plan”. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) During the period commencing at the Closing Date and ending on the date that is twelve months following the Closing Date, Parent agrees shall cause the Surviving Corporation to provide to each employee of the Company and its Subsidiaries immediately prior to the Effective Time who continues employment with the Surviving Corporation immediately following the Effective Time (each a “Continuing Employee”), during any period of employment with the Surviving Corporation during such twelve (12) month period, (i) a base salary or base wage rate and a target annual cash bonus opportunity that, effective as of in each case, is not less than the base compensation and target annual cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time and (ii) other compensation and benefits (excluding long-term incentive, equity or equity-based award compensation, defined benefit pension plans, retiree medical or welfare plans or arrangements, nonqualified deferred compensation, retention, transaction and change-in-control compensation or benefits) that are substantially comparable in aggregate economic value to other compensation and benefits provided to the Continuing Employees immediately prior to the Effective Time under the Company Benefit Plans set forth on Section 3.12(a) of the Company Disclosure Schedule. In addition, Parent shall cause the Surviving Corporation to continue in effect the awards made under the Company’s Management Incentive Compensation Plan, as well as all existing commission plans or arrangements, through the end of fiscal 2025 (plus any period that is necessary thereafter to calculate and pay amounts owed thereunder) without change. (b) With respect to the 401(k), health and welfare benefit plans maintained by the Surviving Corporation (including any vacation, paid time-off and severance plans), for a one year period following purposes of determining eligibility to participate, vesting, paid time off and severance and determining the level of benefit accruals, each Continuing Employee’s service with (or otherwise recognized by) the Company or any of its Subsidiaries, as reflected in the Company’s records under the analogous Company Benefit Plans set forth on Section 3.12(a) of the Company Disclosure Schedule, shall be treated as service with Parent or any of the applicable Parent Subsidiaries, including the Surviving Corporation; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or compensation and the foregoing service credit shall not apply with respect to any defined benefit plan or retiree medical plan. (c) Parent shall cause the Surviving Corporation to use commercially reasonable efforts to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively at work requirements and waiting periods under any group health benefit plan maintained by Parent or the applicable Parent Subsidiaries in which Continuing Employees (and their eligible dependents, including domestic partners) will be eligible to participate from and after the Effective Time, Parent shall provideexcept to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or cause Acquisition and its subsidiaries and successors to provide, those persons who, waived under the corresponding Company Benefit Plan that was a group health plan immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of . Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will shall cause the Surviving Corporation to use commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-insurance, deductibles and its subsidiaries tosimilar expenses incurred by each Continuing Employee (and his or her eligible dependents, give including domestic partners) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-insurance limitations under the relevant group health benefit plans in which such Continuing Employee full credit for purposes of eligibility (and vesting under such employee benefit plans or arrangements maintained by Parentdependents, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or including domestic partners) will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, from and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (cd) Parent Prior to the Closing, the Company shall fully and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assumetimely satisfy all notice, honorinformation, and pay all amounts provided underconsultation, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to bargaining or with respect consent obligations owed to any such Company Employee Plans that become effective as a result of labor union, works council, labor organization or employee representative, representing any of Employee, or any applicable labor tribunal, in connection with the transactions contemplated by this Agreement. (e) Without limiting the generality of Section 8.9, the provisions of this Section 5.8 are solely for the benefit of the parties to this Agreement, and no Continuing Employee (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.8 shall create such rights in any such individuals. Nothing contained in this Agreement shall: (i) guarantee employment for any period of time or preclude the ability of Parent, the Surviving Corporation or their respective affiliates to terminate the employment of any Continuing Employee at any time and for any reason (as allowed by and pursuant to applicable Law, including without limitation the Worker Adjustment and Retraining Act of 1988, as amended); (ii) limit the ability of Parent, the Surviving Corporation or any of their respective affiliates to amend, modify, continue, or terminate any Company Benefit Plan or any other benefit or compensation plans, programs, agreements, arrangements or Contracts or prevent the amendment, modification or termination thereof following the Closing; or (iii) create, modify, amend, or terminate any Company Benefit Plans or any other benefit or compensation plans, programs, agreement, arrangement or Contracts.

Employee Benefit Matters. (a) With respect to each Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were Benefit Plan in which employees of the Company and its subsidiaries and who continue in such employment participate after the Effective Time ("Continuing Employees"excluding Parent Benefit Plans under which Parent Options may be issued), with (i) for purposes of determining vesting and entitlement to benefits, severance benefits and compensation no less favorable in vacation entitlement, service with the aggregate to benefits and compensation that are provided Company or its affiliates (or predecessor employers to the Continuing Employees extent the Company provides past service credit) shall be treated as service with Parent; provided, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the applicable Company Benefit Plan, and (ii) any deductibles or other amounts credited to such employee under any Company Benefit Plan as of the date Closing Date shall be credited to such employee under any comparable applicable benefit plan after the Closing Date, subject to the terms and conditions of this Agreementsuch benefit plan. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations. (b) Except The parties hereto acknowledge and agree that all provisions contained in this Section 5.10 with respect to accruals under employees are included for the sole benefit of the respective parties hereto and shall not create any defined benefit pension planright (i) in any other person, at such time as a Continuing Employee is provided benefits under the benefit plans including, without limitation, any employees, former employees, any participant in any Company Benefit Plan or arrangements of Parent or the Surviving Corporation, Benefit Plan or any subsidiary of Parent beneficiary thereof or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service (ii) to continued employment with the Company or any subsidiary of the Company to the same extent recognized by the Company at such timeParent. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after After the Effective Time, and (ii) provide each Continuing Employee nothing contained in this Section 5.10 shall interfere with credit Parent’s right to amend, modify or terminate any Company Benefit Plan or Parent Benefit Plan or to terminate the employment of any employee of the Company or Parent for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timereason. (c) The Parent and Acquisition (i) to cause Acquisition after consummation Board, or a committee of non-employee directors thereof, shall adopt a resolution in advance of the Merger contemplated Effective Time providing that the receipt by this Agreement any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act (together with the rules and regulations thereunder, “Section 16”) of Parent Common Stock in exchange for shares of Company Common Stock, pursuant to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated hereby, is intended to be exempt from liability pursuant to Section 16. The Company Board, or a committee of non-employee directors thereof, shall adopt a resolution in advance of the Effective Time providing that the disposition by this Agreementany officer or director of the Company who is a covered person of the Company for purposes of Section 16 of Company Common Stock in exchange for shares of Parent Common Stock pursuant to the transactions contemplated hereby, is intended to be exempt from liability pursuant to Section 16. (d) With respect to those Company Benefit Plans and Parent Benefit Plans that may be subject to Code Section 409A, Parent will make reasonable efforts to take, or to cause there to be taken, as the case may be, such timely actions as may be necessary or appropriate to prevent the application of excise tax and other tax penalties under IRC Section 409A.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent Company Benefit Plans in effect as of the date of this Agreement shall provide, remain in effect with respect to employees of the Company (or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to their Subsidiaries) covered by such plans at the Effective TimeTime until such time as Parent shall, were subject to applicable Law, the terms of this Agreement and the terms of such plans, adopt new benefit plans with respect to employees of the Company and its subsidiaries and who continue in such employment Subsidiaries ("Continuing Employees"the “New Benefit Plans”), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided . Prior to the Continuing Employees as of Effective Time, Parent and the date of this Agreement. (b) Except Company shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with respect to accruals under any defined benefit pension plan, at a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving CorporationNew Benefit Plans are implemented, Parent will, or and will cause the Surviving Corporation and its subsidiaries Subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company respect to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries toall New Benefit Plans, (i) waive provide each employee of the Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Continuing Employees Company or its Subsidiaries under any New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, and to the extent that such employee would receive credit for such conditions under the corresponding welfare plan in which any such employee participated immediately prior to the Effective Time, (ii) provide each Continuing Employee employee of the Company or its Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any New Benefit Plan that is a welfare plans plan that such employees are eligible to participate in after the Effective Time to Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the same extent as if those deductibles Company and its Subsidiaries, under each employee benefit plan, program, or co-payments had been paid under the welfare plans for arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 6.8, Parent shall have no obligation to provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent has received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided. (b) If requested by Parent at least seven (7) days prior to the Effective Time, the Company shall terminate any and all Company Benefit Plans intended to qualify under Section 401(k) of the Code, effective not later than the last business day immediately preceding the Effective Time. In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Company’s Board of Directors (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. (c) The foregoing notwithstanding, Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honorshall, and pay all amounts provided undershall cause its Subsidiaries to, all Company Employee Plans honor in accordance with their termsterms all benefits accrued through the Effective Time under Company Benefit Plans or under other contracts, and (ii) to honor and to cause Acquisition to honorarrangements, all rightscommitments, privileges and modifications to or with respect to any such understandings described in the Company Employee Plans that become effective as a result Schedule of any of the transactions contemplated by this AgreementExceptions.

Employee Benefit Matters. Section 5.13.1 Parent intends to provide (aor cause the Surviving Corporation to provide) to all employees of the Company or any Company Subsidiary (the “Company Employees”) who continue their employment with Parent agrees thator any Parent Subsidiary following the Effective Time with base salary rates, cash bonus target opportunities and employee benefits (other than equity plan benefits) that are substantially comparable in the aggregate to that provided to similarly situated employees of Parent or any Parent Subsidiary; provided, that it will not be a violation of this Section 5.13.1 if Parent provides base salary rates, cash bonus target opportunities and/or employee benefits (other than equity plan benefits) that are substantially comparable in the aggregate to that provided to the Company Employees immediately prior to the Effective Time. With respect to any employee benefit plan or program maintained by Parent or any Parent Subsidiary (the “Parent Benefit Plans”) in which any of the Company Employees will participate effective as of the Effective Time Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or a Company Subsidiary, as the case may be, for purposes of vacation and severance and participation in, but not for purposes of benefit accrual, any Parent Benefit Plan. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Parent Common Stock or options to acquire Parent Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. Section 5.13.2 Notwithstanding anything set forth in this Section 5.13, nothing contained herein, whether express or implied, (A) shall be treated as an amendment or other modification of any Parent Benefit Plan or any Company Benefit Plan, or (B) shall limit the right of Parent or the Company to amend, terminate or otherwise modify any Parent Benefit Plan or Company Benefit Plan following the Effective Time. Section 5.13.3 For a period of one (1) year period following the Effective Time, Parent shall provide, or cause Acquisition provide severance payments and its subsidiaries and successors benefits to provide, those persons who, immediately prior Company Employees on a basis that is comparable to the Effective Time, were similarly situated employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporationa Parent Subsidiary, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parentthereof, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' a Company Employee’s service with the Company shall be treated as service with Parent. Section 5.13.4 Parent, Merger Sub and the Company acknowledge and agree that all provisions contained in this Section 5.13 with respect to employees are included for the sole benefit of Parent, Merger Sub and the Company, and that nothing herein, whether express or implied, shall create any subsidiary third party beneficiary or other rights (A) in any other person, including, without limitation, any current or former employees, directors, officers or consultants of the Company or any Company Subsidiary, any participant in any Company Benefit Plan, or any dependent or beneficiary thereof, or (B) to the same extent recognized by continued employment with Parent, the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementtheir affiliates.

Employee Benefit Matters. 5.10.1. It is clearly understood that Buyer has no obligation to employ any of Seller's employees employed at the System and that Seller shall be responsible for and shall cause to be discharged and satisfied in full all amounts owed to any employee, including without limitation, wages, salaries, any employment, incentive, compensation or bonus agreements or other benefits or payments on account of termination. Buyer, which as noted above has no obligations to hire any of Seller's employees at the System, agrees that it will provide Seller with notice of which employees of the System Buyer intends to hire (athe "Transferred Employees") Parent at least 45 days before the Closing Date. From the date of this Agreement until 180 days after Closing, Seller agrees thatthat it shall not, and that it shall use its best efforts to cause Xxx Communications, Inc. and its affiliates to not, solicit any employees of the System for the purpose of retaining and reassigning such employees. 5.10.2. As of the Closing Date, Seller shall terminate employment of all Transferred Employees. 5.10.3. Buyer shall offer health plan coverage to all of the full-time Transferred Employees, on terms and conditions generally applicable to all of Buyer's employees. For purposes of providing such coverage, Buyer shall waive all preexisting condition limitations for all such employees of the System covered by the Seller's health care plan as of the Closing Date who have been employed by Seller for at least six months as of the Closing Date (other than preexisting conditions which were excluded by Seller's health care plan) and shall provide such health care coverage effective as of the Effective Time Closing Date without the application of any eligibility period for coverage. In addition, Buyer shall credit all employee payments toward deductible and co-payment obligation limits under Seller's health care plans for a one the plan year period following which includes the Effective TimeClosing Date as if such payments had been made for similar purposes under Buyer's health care plans during the plan year which includes the Closing Date, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension planTransferred Employees, at provided Buyer receives proof of such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained payments if required by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the CompanyBuyer's then-existing welfare health care plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were provide employees of the Company and its subsidiaries and Subsidiaries (“Company Employees”) who continue in such employment as employees of Parent or any of its Subsidiaries with employee benefit plans ("Continuing Employees"), with benefits and compensation “Parent Benefit Plans”) no less favorable in the aggregate to benefits and compensation that are than those provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements similarly situated employees of Parent or its Subsidiaries. With respect to each Parent Benefit Plan in which Company Employees participate after the Surviving CorporationEffective Time, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility determining vesting and vesting entitlement to benefits (including severance benefits and vacation entitlements) thereunder, but not for purposes of benefit accrual under such employee benefit plans or arrangements maintained by Parentany retirement plan, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent Subsidiary shall be treated as service with Parent; provided, that such service shall not be recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable recognition would result in a duplication of benefits or to the Continuing Employees under any welfare plan extent that such employees may be eligible service was not recognized under a corresponding Company Benefit Plan. Except to participate in after the extent that Parent provides written notice to the Company to the contrary, the Company shall terminate, as of the Effective Time, each Company Benefit Plan that provides medical, dental and (ii) other similar benefits. If applicable and to the extent possible under Parent Benefit Plans that provide each Continuing Employee medical, dental or other similar benefits, Parent shall cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plans to be waived with respect to such Company Employees and their eligible dependents and shall provide them with credit for any co-payments payments, deductibles, and deductibles paid prior to offsets (or similar payments) made during the plan year including the Effective Time in for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any welfare plans that such employees Parent Benefit Plans in which they are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (b) Effective as of a date no later than the day immediately preceding the Effective Time, the Company shall terminate the 401(K) Plan, unless Parent provides written notice to the Company that the 401(K) Plan shall not be so terminated. Unless Parent provides such written notice to the Company, the Company shall provide Parent with evidence that the 401(K) Plan has been terminated (effective as of no later than the day immediately preceding the Effective Time) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to the review and reasonable approval of Parent. The Company also shall take such other actions in furtherance of terminating the 401(K) Plan as Parent may reasonably require. (c) Effective no later than the Effective Time, the Company shall terminate the Company Option Plan, unless Parent provides written notice to the Company that the Company Option Plan, or any of them, shall not be so terminated. Unless Parent provides such written notice to the Company, the Company shall provide Parent with evidence that the Company Option Plan have been terminated (effective no later than the Effective Time) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to the review and reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating the Company Option Plan as Parent may reasonably require. (d) Prior to the Closing, the Company will amend the SERPs to the extent reasonably necessary to bring the SERPs into compliance with Section 409A of the Code. The form and substance of such amendments shall be subject to the review and reasonable approval of Parent. Following the Closing, Parent will amend and restate the SERPs as necessary to bring them into compliance with Section 409A of the Code for regulatory guidance issued after the Closing. (e) Prior to the Closing, Parent will conduct interviews with all Company employees in order to determine the appropriate staffing levels of the Surviving Corporation and the Surviving Bank. Parent and Acquisition Company will determine by mutual agreement (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, appropriate retention packages and (ii) appropriate severance packages for Company employees. Prior to honor the Closing, Company shall establish an expense accrual for all retention and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementseverance packages.

Employee Benefit Matters. (a) Parent agrees that, effective as of From and after the Effective Time and for a one year period following the Effective Timeat least until December 31, Parent shall provide2006, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable shall be offered participation in the aggregate to benefits employee benefit plans, programs, policies and compensation that arrangements of the Parent and its subsidiaries (collectively the “Parent Plans”) on the same terms and conditions as such Parent Plans are provided to similarly situated employees of Parent and its subsidiaries. Nothing contained in this Section 5.19 shall (i) obligate or commit Parent or its subsidiaries to continue any particular Parent Plan after the Continuing Employees as Effective Time or to maintain in effect any particular Parent Plan or any level or type of benefits, (ii) obligate or commit Parent or its subsidiaries to provide any employee of the date Company or any subsidiary with any equity compensation pursuant to any equity compensation plans, programs or arrangements sponsored or provided by Parent or any of this Agreementits subsidiaries or affiliates for the benefit of its employees, or (iii) prohibit Parent or its subsidiaries from making any changes to any Parent Plans. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation to, credit each employee of the Company and its subsidiaries toas of the Effective Time with such number of unused vacation days and other paid time off accrued by each employee with the Company and its subsidiaries prior to the Effective Time in accordance with the Company’s personnel policies applicable to such employees on the date of this Agreement, give copies of which have been made available to Parent; provided that Parent may, in its sole discretion and to the extent permitted by applicable Law, require that such Continuing Employee full vacation and other paid time off be taken by the employee prior to December 31, 2006. (c) To the extent permitted by any underlying insurance carrier or service provider, employees of the Company and its subsidiaries shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals under such any defined benefit pension plan) under any employee benefit plans plan, program or arrangements arrangement established or maintained by Parent, Acquisition Parent or any subsidiary of Parent or Acquisition its subsidiaries for such Continuing Employees' service accrued prior to the Effective Time with the Company or any subsidiary of its subsidiaries under which each employee may be eligible to participate on or after the Company Effective Time to the same extent recognized by the Company at or any of its subsidiaries under comparable plans immediately prior to the Effective Time; provided, however, that such time. crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (d) To the extent permitted by any underlying insurance carrier or service provider, with respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent will, or will cause its subsidiaries (“Parent Welfare Benefit Plans”) in which an employee of the Surviving Corporation Company and its subsidiaries tomay be eligible to participate on or after the Effective Time, (i) waive all Parent shall cause to be waived any limitations as on benefits relating to preexisting pre-existing conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods if any) with respect to participation and coverage requirements applicable to employees of the Continuing Employees Company and its subsidiaries under Parent Welfare Benefit Plans to the same extent such limitations are waived under any welfare comparable plan that such employees may be eligible to participate in after the Effective Timeof Company or its subsidiaries and shall recognize, for purposes of annual deductible and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements limits under any welfare plans that such its medical and dental plans, deductible and out-of-pocket expenses paid by employees are eligible to participate of the Company and its subsidiaries in after the calendar year in which the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timeoccurs. (ce) Parent and Acquisition (i) This Section 5.19 is not intended to cause Acquisition after consummation of confer upon any person other than the Merger contemplated by parties to this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to any rights or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreementremedies.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall providecause the Surviving Corporation to honor and provide for payment of all accrued obligations and benefits existing as of the Effective Time under all Company Benefit Plans and set forth, and identified as such, in the Company Disclosure Letter (including, without limitation, employment or cause Acquisition severance agreements between the Company and its subsidiaries Persons who are or had been of the Company at or prior to the Effective Time), all in accordance with their respective terms and successors shall provide the employees of the Company who remain employed immediately after the Effective Time with types and levels of compensation and benefits that are commensurate in all material respects with the compensation and benefits provided to providesimilarly situated employees of Parent. (b) As soon as reasonably practicable after the Effective Time, those persons who, Parent shall transfer all eligible assets and Liabilities from the defined contribution retirement plan that Company maintained immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any a qualified defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements contribution retirement plan maintained by Parent, Acquisition with respect to the Company Employees in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. (c) With respect to any Parent Employee Benefit Plan in which any Company Employees will participate effective as of the Effective Time, Parent shall, or any subsidiary shall cause the Interim Surviving Corporation or the Final Surviving Entity, as the case may be, to, recognize all service of Parent or Acquisition for such Continuing Employees' service the Company Employees with the Company or any subsidiary of its Subsidiaries, as the Company to the same extent recognized by the Company at such time. Parent willcase may be, or will cause the Surviving Corporation for vesting and its subsidiaries to, eligibility purposes (but not for (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees purposes of early retirement subsidies under any welfare Parent Employee Benefit Plan that is a defined benefit pension plan that or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Employee Benefit Plan in which such employees Company Employees may be eligible to participate in after the Effective Time; provided, that, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Company Benefit Plan. All eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plan that is a group health plan shall be waived with respect to such Company Employees and their eligible dependents, in each case, to the same extent as service with the Company was taken into account under the comparable Company Benefit Plan, and (ii) provide each Continuing Employee with credit shall be provided for any co-payments payments, deductibles and deductibles paid offsets (or similar payments) made under Company Benefit Plans for the applicable plan year prior to the Effective Time in for purposes of satisfying any applicable deductible or deductible, out-of-pocket or similar requirements under any welfare plans that such employees are Parent Benefit Plans in which they become eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (cd) Parent This Section 5.10 shall be binding upon and Acquisition inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.10, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.10. Nothing contained herein, express or implied (i) shall be construed to cause Acquisition after consummation establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Merger contemplated Final Surviving Entity, the Interim Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.10 shall not create any right in any Company Employee or any other Person to any continued employment with the Final Surviving Entity, the Interim Surviving Corporation, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Agreement to assumethe contrary, honorfrom and after the Effective Time, the Interim Surviving Corporation or the Final Surviving Entity, as the case may be, will have sole discretion over the hiring, promotion, retention, firing and pay all amounts provided underother terms and conditions of the employment of the employees of the Interim Surviving Corporation or the Final Surviving Entity, all Company Employee Plans in accordance with their terms, and as applicable. (iie) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with With respect to matters described in this Section 5.10, the Company will not send any such written notices or other written communication materials to Company Employee Plans that become effective as a result Employees without the prior written consent of any of the transactions contemplated by this AgreementParent.

Employee Benefit Matters. (a) Parent agrees thatWith respect to any Transferred Employees, effective as of the Effective Time except those whose wages, hours and working conditions are subject to collective bargaining between Purchaser and a labor union, Purchaser shall provide such employees for a one year period no less than twelve (12) months following the Effective TimeClosing Date, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, with base salary which is no less than that which they received from Seller immediately prior to the Effective TimeClosing Date, were employees and employee benefits comparable, on an aggregate basis, to that which they received from Seller immediately prior to the Closing Date; provided, that such benefits (excluding severance) are not, in the aggregate, greater than the benefits currently provided by Purchaser to its employees. Nothing in this Agreement shall restrict any right of Purchaser to terminate any employee or to amend or terminate employee benefits after the Company Closing Date to the extent permitted under applicable laws, rules, regulations and collective bargaining agreements. Purchaser shall grant or cause to be granted full credit to the Transferred Employees for (i) time recognized under the employee benefit plans and employee policies of Seller and its subsidiaries Affiliates and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided predecessors prior to the Continuing Closing Date for purposes of vacation, other paid time off, severance pay, welfare benefits, vesting and eligibility for early retirement under Purchaser’s retirement plans and any other purposes for which the employee’s service may be relevant, and (ii) payments made by Transferred Employees as toward welfare plan annual deductible limits and the like. Purchaser shall waive any provisions of its welfare benefit plans pursuant to which any Transferred Employees and their dependents are subject to waiting periods for coverage, provided that such provisions did not previously exist under welfare benefit plans of Seller or its Affiliates with respect to such employees or their dependents immediately prior to the date Closing Date. Purchaser shall also waive any provisions of this Agreementits welfare benefit plans pursuant to which any Transferred Employees or their dependents are subject to exclusions or limitations with respect to pre-existing conditions, provided that such provisions did not previously apply under welfare benefit plans of Seller or its Affiliates with respect to such employees or their dependents immediately prior to the Closing Date. (b) Except Purchaser shall assume all obligations and liabilities for (i) the provision of notice or payment in lieu of notice or any applicable penalties under the Worker Adjustment and Retraining Notification Act (the “WARN Act”), or any similar foreign, state or local law, arising as a result of any employee termination of Business Employees covered by the WARN Act, or any similar foreign, state or local law, following the Closing, and (ii) any liability resulting therefrom. Schedule 6.2(b) attached hereto, lists any and all current and former Business Employees who have experienced an “employment loss” (as defined under the WARN Act) within the 90 days prior to the date hereof. On or before the Closing Date, Seller shall supplement Schedule 6.2(b) to include any additional Business Employees who experience an “employment loss” between the date of execution of this Agreement and the Closing Date. If, during a 90-day period following the Closing Date, Purchaser takes or omits to take any action that would trigger the WARN Act, Purchaser shall indemnify and hold harmless Seller, from and against any and all claims which Seller may incur with respect to accruals current and former Business Employees. (c) Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall not provide retiree medical benefits under any defined benefit pension planEmployee Benefit Plan to Transferred Employees. (d) Purchaser shall implement a severance plan or plans (“Purchaser’s Severance Plan”) that shall provide benefits to any Transferred Employee whose employment is involuntarily terminated without cause after the Closing Date, equal to the benefits such Transferred Employee would have received under Seller’s severance plan that applied to such Transferred Employee immediately prior to the Closing Date. Purchaser’s Severance Plans shall remain in force for at such time as a Continuing Employee is provided benefits under least 12 months following the benefit Closing Date. Purchaser shall indemnify Seller and hold it harmless from and against any and all claims from plans or arrangements that are specifically identified on Schedule 6.2(d) attached hereto and made for severance pay or allowance, termination pay or allowance or pay in lieu of Parent notice (including government-mandated separation benefits) arising out of any action by Purchaser with respect to the employment of any Transferred Employee after the Closing Date. (e) Purchaser shall (i) cover the Transferred Employees under a medical and dependent care flexible spending account plan sponsored by Purchaser (“Purchaser’s Section 125 Plan”), (ii) recognize the elections that each such Transferred Employee had in effect under Seller’s medical and dependent care flexible spending accounting plan (“Seller’s Section 125 Plan”) for the calendar year in which such Transferred Employee becomes covered under Purchaser’s Section 125 Plan, (iii) cause Purchaser’s Section 125 Plan to assume the account balances associated with each Transferred Employee’s flexible spending accounts under Seller’s Section 125 Plan, and (iv) be responsible for reimbursement of all previously unreimbursed reimbursable medical and dependent care claims incurred by Transferred Employees in such calendar year. Accordingly, (A) cash equal to any amounts credited to a Transferred Employee’s flexible spending account that has not previously been used to pay a claim of such Transferred Employee shall be transferred by Seller to Purchaser at the Closing Date, and (B) cash equal to any amount of claims paid to a Transferred Employee in excess of the amount credited to such Transferred Employee’s flexible spending account shall be transferred by Purchaser to Seller at the Closing Date. (f) Effective as of the Closing Date, Purchaser shall assume and succeed to all of the obligations of Seller under the IAM Agreement, except as otherwise provided herein. In order to satisfy Purchaser’s obligation to provide Group Insurance for Retirees under Article XXXIV of the IAM Agreement, Seller and Aerojet shall permit Transferred Employees hired by Seller or Aerojet prior to January 1, 1997 to participate in Aerojet’s Salaried Retiree Group Medical, Drug and Dental Plans (under the Surviving Corporationsame terms and conditions applicable to salaried retirees of Aerojet and subject to all changes in such terms and conditions uniformly made by Aerojet) upon satisfying the eligibility requirements of such plans. Seller and Aerojet shall count Transferred Employees’ service with, and attainment of age 55 while employed by, Purchaser for purposes of satisfying those eligibility requirements. (g) With respect to all Employee Benefits Plans other than an Employee Benefit Pension Plan, except to the extent accrued as a liability on the Closing Balance Sheet, Seller and Seller’s Employee Benefit Plans shall be responsible for all claims incurred prior to the Closing Date. Likewise, Purchaser and Purchaser’s Employee Benefit Plans shall be responsible for all claims incurred on or after the Closing Date. For purposes of this subsection, “incurred” shall mean the provision of any subsidiary services (i.e., the service date) under Seller’s Employee Benefit Plans, except that with respect to disability benefits, “incurred” shall mean the submission of Parent any claim by a participant or beneficiary for benefits under such plan. Seller shall indemnify Purchaser for any claim incurred prior to the Surviving CorporationClosing Date pursuant to this subsection, Parent willand Purchaser shall indemnify Seller for any claim incurred on or after the Closing Date. (h) (i) Effective as of the Closing, Purchaser shall establish and/or amend a tax-qualified, defined contribution plan(s) (each a “Purchaser 401(k) Plan”), to provide for participation by Transferred Employees immediately following the Closing Date. Purchaser may establish or will cause amend one Purchaser 401(k) Plan for salaried Transferred Employees and may establish or amend another Purchaser 401(k) Plan for Transferred Employees covered by the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit IAM Agreement. A Purchaser 401(k) Plan shall take into account for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' each Transferred Employee’s service with Seller. The Purchaser 401(k) Plan for Transferred Employees covered by the Company or any subsidiary IAM Agreement shall satisfy the requirements of Article XXXI of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this IAM Agreement.

Employee Benefit Matters. (a) Parent agrees thatshall or shall cause the Surviving Corporation to assume, effective as honor, and/or provide all of the Effective Time Company’s severance and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, change in control obligations in accordance with their terms as in effect immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect For a period of one (1) year following the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) provide to accruals under (i) each Continuing Employee who remains employed by Parent or any of its Subsidiaries a base salary or wage rate, as applicable, and annual cash bonus opportunity that is not less favorable than the base salary or wage rate (as applicable) and annual bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time and (ii) Continuing Employees who remain employed by Parent, employee benefits (including severance benefits, but excluding benefits provided pursuant to any defined benefit pension planplans) that are, taken as a whole, at such time least as a Continuing Employee favorable in the aggregate to the employee benefits provided by Parent to similarly situated employees of Parent. (c) From and after the Effective Time, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is provided benefits relevant under the any benefit plans plan or arrangements arrangement of Parent or Parent, the Surviving Corporation, Corporation or any subsidiary of their respective Affiliates (each, a “Parent or the Surviving CorporationBenefit Plan”), Parent willshall, or will and shall cause the Surviving Corporation and its subsidiaries to, give such cause each Continuing Employee full to receive service credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by such service credit was granted under Plans (other than for purposes of benefit accrual under a defined benefit plan) immediately prior to the Company at such timeEffective Time. Parent willshall, or will and shall cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)exclusions, exclusions and actively at work requirements, waiting periods and insurability requirements with respect to participation and coverage requirements applicable to the Continuing Employees (and any dependents or beneficiaries thereof) under any welfare plan benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and (ii) provide each that have not been satisfied as of the Effective Time under a corresponding welfare benefit plan maintained for the Continuing Employee with credit for any co-payments and deductibles paid Employees immediately prior to the Effective Time in and (ii) cause any co-payments, deductibles and other out-of-pocket expenses incurred by a Continuing Employee during the plan year that includes the Effective Time to be credited for purposes of satisfying any applicable deductible or all deductible, co-payment and maximum out-of-pocket requirements under any welfare plans applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each comparable Parent Benefit Plan, as if such amounts had been paid in accordance with such plan. (d) Prior to the Effective Time, if requested by Parent in writing no later than fifteen (15) days prior to the Effective Time, the Company shall cause the Company’s 401(k) Plan (the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such employees are eligible Plan has been terminated (the form and substance of which shall be subject to participate in after review and approval by Parent) not later than five calendar days preceding the Effective Time. If Parent requests the Company to terminate the Company 401(k) Plan as described above, prior to the Effective Time and thereafter (as applicable), the Company and Parent shall take any and all actions as may be required, including amendments to the same extent as if those deductibles or coCompany 401(k) Plan and/or the tax-payments had been paid under qualified defined contribution retirement plan designated by Parent (the welfare plans for which such employees are eligible after the Effective Time. (c“Parent 401(k) Parent and Acquisition Plan”) to permit each Continuing Employee (i) to cause Acquisition after consummation participate in the Parent 401(k) Plan effective as of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their termsEffective Time, and (ii) to honor and make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in the form of cash, notes (in the case of loans) or a combination thereof, in an amount equal to cause Acquisition the account balance distributed or distributable to honor, all rights, privileges and modifications such Continuing Employee from the Company 401(k) Plan to the Parent 401(k) Plan. (e) Prior to making any written communications to the employees of the Company or with respect any Company Subsidiaries pertaining to any such Company Employee Plans compensation or benefit matters that become effective as a result of any of are affected by the transactions contemplated by this Agreement or that may become payable to such employees following the Closing (excluding the treatment of, and payment for, any outstanding Company Options or Company RSU Awards), the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall give reasonable and good faith consideration to any comments made by Parent (it being understood that Parent shall provide any comments thereon as soon as reasonably practicable). Parent and the Company shall cooperate in providing to such employees any such mutually agreeable communication (provided, that any communication required by law need not be mutually agreed). (f) Notwithstanding anything to the 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 Parent or the Surviving Corporation to terminate, any Continuing Employee for any reason, (ii) be treated as an amendment of any particular Plan or Parent Benefit Plan or (iii) require Parent or the Surviving Corporation to continue any Plan or prevent the amendment, modification or termination thereof after the Effective Time. The provisions of this Section 5.9(f) are solely for the benefit of the parties to this Agreement, and no Continuing Employee (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 5.9(f) shall create such rights in any such Persons.

Employee Benefit Matters. Section 5.13.1 With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any Parent Subsidiary (acollectively, “Parent Benefit Plans”) Parent agrees thatin which any director, officer or employee of the Company or any Company Subsidiary (the “Company Employees”) will participate effective as of the Effective Time Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employees with the Company or a Company Subsidiary, as the case may be, for purposes of determining eligibility to participate, vesting and for a one year period following accrual or entitlement to benefits where length of service is relevant in any Parent Benefit Plan in which such Company Employees may be eligible to participate after the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior other than benefit accruals under a defined benefit pension plan. Prior to the Effective Time, were employees the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act, any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) that are treated as dispositions under such rule and result from the Merger or other transactions contemplated by this Agreement by each individual who is identified on the Company Disclosure Schedules. Section 5.13.2 From and after the Effective Time, the Company or the Surviving Corporation, as applicable, will, and Parent will cause the Company or the Surviving Corporation, as applicable, to, honor, in accordance with their terms, all individual employment, severance and change of control agreements between the Company and its subsidiaries and who continue any Company Employee including, without limitation, bonuses, incentives or deferred compensation in existence on the date hereof. Parent acknowledges that consummation of the Merger shall constitute a “Change of Control” as defined in such employment ("Continuing Employees")agreements. Section 5.13.3 From and after the Effective Time, with the Company or the Surviving Corporation, as applicable, will, and Parent will cause the Company, the Surviving Corporation or the Company Benefit Plans to, provide or pay when due to the Company Employees all benefits and compensation pursuant to the Company Benefit Plans, programs and arrangements in effect on the date hereof earned or accrued through, and to which such individuals are entitled as of, the Effective Time (or such later time as such Company Benefit Plans as in effect at the Effective Time are terminated or canceled by the Surviving Corporation subject to compliance with this Section 5.13). Section 5.13.4 For a period of two years after the Effective Time, the Company or the Surviving Corporation, as applicable, will, and Parent will cause the Company or the Surviving Corporation, as applicable, to, either (i) maintain the compensation and benefits that are currently available to the Company Employees under the Company Benefit Plans or (ii) provide to the Company Employees compensation and benefits that are no less favorable in the aggregate to the compensation and benefits and compensation that are provided to the Continuing Employees as similarly situated employees of the date of this AgreementParent. Section 5.13.5 As soon as practicable, but not later than five (b5) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in Business Days after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior Parent shall file a registration statement on Form S-8 under the Securities Act covering the shares of Parent Common Stock issuable pursuant to Company Options assumed by Parent at the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible pursuant to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeSection 2.5. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by Section 5.13.6 Nothing in this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result shall require the continued employment of any person, and, except as expressly set forth in this Section 5.13, no provision of the transactions contemplated by this AgreementAgreement shall prevent Parent or Surviving Corporation from amending or terminating any Company Benefit Plan.

Employee Benefit Matters. (a) Parent agrees As of the Closing Date, ABCB shall, or shall cause its applicable Subsidiary to, provide to each employee of JAXB or its Subsidiaries who, as decided by ABCB in its sole discretion, shall continue employment with the Surviving Corporation or any of its Subsidiaries following the Closing Date (a “Continuing Employee”) (i) base hourly wages or salaries, as applicable, and (ii) employee benefit plans, programs, policies and arrangements (excluding, however, all equity plans) that, effective as of are substantially comparable, in the Effective Time and for a one year period following aggregate, to the Effective TimeJAXB Employee Benefit Plans provided to each such Continuing Employee immediately prior to the Closing Date (but in no event greater than the base wages, Parent salaries or employee benefits provided to ABCB’s similarly situated employees). (b) ABCB shall provide, or cause Acquisition and its subsidiaries and successors applicable Subsidiary to provide, those persons each employee of JAXB or its Subsidiaries who, immediately prior as decided by ABCB in its sole discretion, does not continue employment with the Surviving Corporation or its Subsidiaries following the Closing Date (a “Discontinued Employee”) with severance benefits under the existing severance practices of ABCB or its Subsidiaries or pursuant to the Effective Time, were employees terms of the Company and any employment agreement with JAXB or its subsidiaries and who continue Subsidiaries in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees existence as of the date hereof; provided, however, that for purposes of this Agreementdetermining seniority as it relates to severance practices of ABCB or its Subsidiaries, such a Discontinued Employee shall be credited with his or her years of service with JAXB or its Subsidiary, as applicable; and provided, further, that such benefit payments shall be conditioned on execution of a release of claims in a form satisfactory to ABCB. (bc) Except with With respect to accruals under any defined benefit pension plan, at such time as a ABCB Employee Benefit Plan in which any Continuing Employee is provided benefits under becomes eligible to participate on or after the benefit plans or arrangements of Parent or the Surviving CorporationClosing Date, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company ABCB shall use commercially reasonable efforts to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)conditions, exclusions actively at work requirements, exclusion and waiting periods with respect to participation and coverage requirements applicable under any such ABCB Employee Benefit Plan to the extent they were inapplicable to, or were satisfied under, any JAXB Employee Benefit Plan in which such Continuing Employee participated prior to the Closing Date and (ii) ensure that each Continuing Employee receives full credit (including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual under any defined benefit ABCB Employee Benefit Plan or any such credit that would result in a duplication of benefits) under each ABCB Employee Benefit Plan in which such Continuing Employee becomes or may become a participant for service with the Surviving Corporation (or any predecessor to the Surviving Corporation and its Affiliates), solely to the extent such service was credited under the JAXB Employee Benefit Plans. As of the Closing Date, ABCB shall, and shall cause its applicable Subsidiaries to, credit to Continuing Employees under any welfare plan the amount of vacation time that such employees may had accrued under any vacation policy or arrangement listed on Schedule 3.23(a) as of the Closing Date. With respect to each ABCB Employee Benefit Plan that is a health plan in which Continuing Employees participate after Closing, ABCB shall use commercially reasonable efforts to (A) cause to be eligible waived any eligibility waiting period, any evidence of insurability requirement and the application of any pre-existing condition limitation under such plan to participate the extent such requirements or limitations were inapplicable to, or were satisfied under, any JAXB Employee Benefit Plan in after which such Continuing Employee participated prior to the Closing Date and (B) cause each Continuing Employee to be given credit under such health plan with respect to the plan year in which the Closing Date occurs (“Closing Date Plan Year”) for amounts (such as deductibles and co-payments) paid under any similar JAXB Employee Benefit Plan by such Continuing Employee, with respect to the Closing Date Plan Year and for which verification is provided by the insurer or third-party administrator of such JAXB Employee Benefit Plan, as though such amounts had been paid in accordance with the terms and conditions of any applicable ABCB Employee Benefit Plan. (d) ABCB and JAXB acknowledge and agree that all provisions contained in this Section 5.8 are included for the sole benefit of ABCB and JAXB and nothing contained herein shall (i) be construed as an amendment to any JAXB Employee Benefit Plan or ABCB Employee Benefit Plan or the creation of any new employee benefit plan, (ii) create any third-party beneficiary or other rights in any other Person, including any employee or former employee of any of ABCB or JAXB or their respective Subsidiaries, or any dependent or beneficiary thereof, or (iii) otherwise obligate ABCB or any of its Affiliates to maintain any particular JAXB Employee Benefit Plan, ABCB Employee Benefit Plan or other employee benefit plan or retain the employment of any particular employee following the Closing Date. ABCB and JAXB further acknowledge and agree that JAXB and its Subsidiaries shall provide to ABCB all employee books and records relating to Continuing Employees no later than the Closing Date. (e) If requested by ABCB, JAXB shall terminate the 401(k) Plan immediately prior to the Closing by resolution adopted by the board of directors of JAXB, on terms acceptable to ABCB, and simultaneously amend the 401(k) Plan to the extent necessary to comply with all Applicable Laws to the extent not previously amended. JAXB shall notify the 401(k) Plan participants and beneficiaries of such termination prior to the Closing Date pursuant to Applicable Law requirements. ABCB will permit rollover of 401(k) plan assets by Continuing Employees to a defined contribution retirement plan with a 401(k) feature of ABCB or its Subsidiaries. (f) Each of the existing employment agreements with JAXB and its Subsidiaries listed on Schedule 5.8(f) of the JAXB Disclosure Schedule shall be terminated as of or immediately prior to the Effective Time, and (ii) provide each Continuing Employee employee party thereto shall receive all payments that such employee is entitled to receive under his or her such employment agreement in accordance with credit for any co-the terms of such agreement, with such payments and deductibles paid prior to be made by JAXB or its Subsidiaries at the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that and for the amounts set forth on such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeSchedule 5.8(f). (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) For a period of twelve (12) months following the Closing, Parent agrees thatshall, effective as and shall cause its Affiliates (including the Company and its Subsidiaries) to, provide to each employee of the Effective Time Company or any Company Subsidiary who is employed immediately prior to the Closing and for who remains in the employ of Parent, the Company or any of its or their Subsidiaries after the Closing (each such individual, a one year period following “Continuing Employee”) (i) a level of base salary or hourly wages that is no less favorable than the level of base salary or hourly wages provided to such Continuing Employee immediately prior to the Closing, (ii) cash and equity-based incentive compensation opportunities that are no less favorable than the cash and equity-based incentive compensation opportunities provided to such Continuing Employee immediately prior to the Closing and (iii) with respect to employee benefits, (A) treat similarly situated Continuing Employees on a substantially equivalent basis, taking into account all relevant factors, including but not limited to duties, geographic location, tenure, qualifications and abilities, as other employees of Parent or its Subsidiaries and (B) not discriminate between employee benefits provided to Continuing Employees and employee benefits provided to other employees of Parent or its Subsidiaries. (b) From and after the Effective Time, Parent and the Surviving Entity shall providehonor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time and shall cause any employee benefit plans and compensation arrangements established, maintained or contributed to by Parent or any of its Affiliates (including the Company and its Subsidiaries) that cover any of the Continuing Employees following the Closing (collectively, the “Parent Plans”) to (i) recognize the pre-Closing service of participating Continuing Employees with the Company and its Subsidiaries for purposes of vesting and eligibility to participate, except to the extent such service credit would result in a duplication of benefits for the same period, (ii) recognize the pre-Closing service of participating Continuing Employees with the Company and its Subsidiaries for purposes of benefit accrual and amounts of benefits and contributions (other than for benefit accrual purposes under a defined benefit pension plan, an arrangement providing statutory required benefits or, except as required by a collective bargaining agreement as in effect on the date hereof or by applicable Law, an arrangement that, under applicable Law or collective bargaining agreement, is exclusively subject to collective negotiation or bargaining), except to the extent such service credit would result in a duplication of benefits for the same period, (iii) waive any pre-existing condition limitations for participating Continuing Employees and (iv) provide credit to each participating Continuing Employee under the applicable Parent Plan for amounts paid by such Continuing Employee prior to the Closing during the year in which the Closing occurs under any analogous Company Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of such Parent Plan; provided that nothing herein shall limit the right of the Company, Parent or the Surviving Entity to amend or terminate such plans, arrangements and agreements in accordance with their terms. (c) Parent shall cause the Company and its Subsidiaries to credit under any applicable Parent Plans each Continuing Employee with all vacation and personal holiday time that such Continuing Employee has accrued but has not used as of the Closing, provided that any such credited accruals may be used only during the calendar year in which the Closing occurs. (d) Without limiting the generality of Section 7.3(b), the Company acknowledges and agrees that all provisions contained in this Agreement with respect to the Continuing Employees are included for the sole benefit of the Company, Parent and the Surviving Entity, and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Company Benefit Plan or other benefit plan or arrangement, or cause Acquisition any dependent or beneficiary thereof, or (ii) to continued employment with the Company, Parent, the Surviving Entity, or any of their respective Subsidiaries. (e) Nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any Company Benefit Plan or other employee benefit plan or arrangement, or shall limit the right of Parent, the Surviving Entity, the Company or any of their Subsidiaries, to amend, terminate or otherwise modify any such Company Benefit Plan or other employee benefit plan or arrangement following the Closing in accordance with its terms. In the event that (i) a party other than the Parent, the Company or any of their Subsidiaries makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any Company Benefit Plan or other employee benefit plan or arrangement, and its subsidiaries (ii) such provision is deemed in any judicial proceeding to be an amendment to such Company Benefit Plan or other employee benefit plan or arrangement even though not explicitly designated as such in this Agreement then such provision, to the extent covered by such deemed amendment, shall lapse retroactively and successors to provide, those persons who, shall have no amendatory effect. (f) Effective as of a date no later than the day immediately prior to the Effective Time, were employees of unless otherwise directed in writing by Parent, at least ten (10) Business Days prior to the Effective Time, the Company and its subsidiaries and who continue shall take or cause to be taken all actions necessary to (i) adopt amendments to all Section 401(k) plans maintained or contributed to by the Company or a Company Subsidiary (collectively, the “Company 401(k) Plan”) required to be adopted in such employment ("Continuing Employees"), accordance with benefits and compensation no less favorable in the aggregate Code to benefits and compensation reflect qualification requirements that are provided to the Continuing Employees apply as of the date of this Agreement. termination of the Company 401(k) Plan, (bii) Except take all necessary action to effect the termination of the Company 401(k) Plan and shall provide Parent with respect to accruals under any defined benefit pension plan, at a copy of the applicable board of directors resolutions and termination agreements evidencing such time as a terminations and (iii) ensure that each Continuing Employee is provided benefits fully vested in his or her account balance under the benefit plans Company 401(k) Plan. Following the Effective Time, to the extent provided under the terms of the Company 401(k) Plan at the time of termination, Parent shall permit participants in the Company 401(k) Plan who are employed by Parent or arrangements its Subsidiaries to (i) make in-service withdrawals from the Company 401(k) Plan, and (ii) continue to receive and repay any loans from the Company 401(k) Plan. Following the Effective Time, Parent shall permit each participant in the Company 401(k) Plan who terminates employment with the Surviving Entity or its Subsidiaries the right to receive a distribution of such participant’s interest under the Company 401(k) Plan, in each case in accordance with the terms of the Company 401(k) Plan. As soon as practicable following Internal Revenue Service approval of the termination of the Company 401(k) Plan, Parent or the Surviving CorporationEntity shall, or any subsidiary of with respect to Continuing Employees who remain actively employed with Parent or the Surviving CorporationEntity (i) provide an election to roll over their interest under the Company 401(k) Plan, including plan loans, to a tax-qualified defined contribution plan maintained by Parent willor an affiliate of Parent (the “Parent DC Plan”), or will (ii) cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary trustee of the Company 401(k) Plan to roll over the interest which the participant elects to roll over to the same extent recognized by the Company at such time. Parent willDC Plan, or will and (iii) cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as Parent DC Plan to preexisting conditions (except to the extent that accept any such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the rollovers. The Continuing Employees under any welfare plan that such employees may shall be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after Parent DC Plan immediately following the Effective Time. (cg) Parent shall not (and Acquisition (ishall cause the Parent Subsidiaries not to) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance communicate or otherwise meet with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated employees of the Company and Company Subsidiaries to discuss the terms and conditions of employment or employee benefits or compensation matters without reasonable prior notice to the Company or its designee. Such communications and/or meetings shall be effectuated solely by this Agreementhuman resources representatives of Parent in reasonable cooperation with the Company, and shall be limited to topics directly related to the terms and conditions of employment with Parent or a Parent Subsidiary and employee benefits or compensation matters following the Effective Time. (h) Without limiting Section 7.3(g), Parent and the Company agree that for the period commencing on the date hereof and ending on the Termination Date, each of Parent and the Company will not, and will ensure that its Affiliates (and any person acting on behalf of or in concert with it or any of its Affiliates) will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the other party or any of the other party’s

Employee Benefit Matters. (a) Parent agrees that, effective as As of and following the Effective Time until the first (1st) anniversary of the Closing Date, to the extent permitted by applicable Law and for a one year period the terms of the applicable employee benefit plans, programs and policies, Ultimate Parent will (i) provide, or will cause to be provided, to those employees of the Company who continue to be employed by Ultimate Parent and any other Subsidiary of Ultimate Parent (each an “Ultimate Parent Subsidiary” and, collectively, the “Ultimate Parent Subsidiaries”) (individually, “Company Employee” and collectively, “Company Employees”) cash compensation, including base salary rate and commission and target bonus opportunity, on terms that are substantially similar in the aggregate to the total cash compensation provided to similarly situated employees of Ultimate Parent, and (ii) permit the Company Employees and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, or personal time off plans or programs) of Ultimate Parent to the extent such Company Employees do not continue to participate in the Company Benefit Plans, so that each Company Employee shall have benefits that are substantially similar in the aggregate to the benefits provided to similarly situated employees of Ultimate Parent. To the extent Ultimate Parent elects to have Company Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Effective Time, Ultimate Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Company Employees are entitled to participate to treat, the service of Company Employees with the Company or any Company Subsidiary or any of their predecessors to the extent previously recognized by the Company as of the date of this Agreement attributable to any period before the Effective Time as service rendered to Ultimate Parent, the Surviving Corporation, any Subsidiary of Ultimate Parent solely for purposes of eligibility to participate, vesting and applicability of minimum waiting periods for participation, and not for purposes of benefit accrual (including minimum pension amount), equity incentive plans and eligibility for early retirement under any benefit plan of Ultimate Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Ultimate Parent shall providecause any pre-existing conditions or actively at work or similar limitations, eligibility waiting periods, evidence of insurability requirements or required physical examinations under any health or similar plan of Ultimate Parent to be waived with respect to Company Employees and their eligible dependents; provided, however, that with respect to preexisting conditions, such conditions shall be waived to the extent waived under the corresponding plan in which Company Employees participated immediately prior to the date Company Employees and their eligible dependents are transitioned to Ultimate Parent’s health or similar plans. Ultimate Parent shall also use commercially reasonable efforts to cause Acquisition any deductibles paid by Company Employees under any of the Company’s or the Company Subsidiaries’ health plans in the plan year in which Company Employees and its subsidiaries their eligible dependents are transitioned to Ultimate Parent’s health or similar plans to be credited towards deductibles under the health plans of Ultimate Parent or any Subsidiary of Ultimate Parent. (b) Parent shall cause the Company or the Surviving Corporation, as applicable, to honor, in accordance with their terms, the employment, severance and successors to provide, those persons who, immediately change in control agreements and arrangements that are listed on Section 5.8(b) of the Company Disclosure Schedule. (c) If so instructed by Ultimate Parent in writing at least ten (10) Business Days prior to the Effective Time, were employees the Company shall terminate, effective as of the day immediately preceding the Closing Date, any and all 401(k) plans maintained by the Company or any of its Subsidiaries and the Company’s Nonqualified Deferred Compensation Plan, as amended and restated on December 6, 2011, in each case, as applicable, pursuant to resolutions of the Company Board or the board of directors of its Subsidiaries, as applicable, which forms of such resolutions shall be presented to Ultimate Parent at least five (5) days prior to being executed for review and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementcomment. (bd) Except with respect to accruals under Nothing in this Agreement will require the continued employment of any defined benefit pension planPerson, at such time and except as a Continuing Employee is provided benefits under expressly set forth in this Section 5.8 and as set forth on Section 5.8 of the benefit plans or arrangements Company Disclosure Schedule, no provision of this Agreement will prevent Ultimate Parent, Parent or the Surviving CorporationCorporation from amending or terminating any Company Benefit Plan or benefit plans of any Ultimate Parent or Ultimate Parent Subsidiaries. (e) The Company, Ultimate Parent and Parent acknowledge and agree that all provisions contained in this Section 5.8 with respect to employees are included for the sole benefit of the respective parties and will not create any right in any other Person, including any employees, former employees, any participant in any Company Benefit Plan or any subsidiary of Parent or the Surviving Corporationbeneficiary thereof, Parent will, or nor will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of require the Company to the same extent recognized by the Company at such time. Parent will, continue or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under amend any welfare particular benefit plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this AgreementAgreement for any employee or former employee of the Company, and any such plan may be amended or terminated in accordance with its terms and Applicable Law.

Employee Benefit Matters. (a) Parent agrees that, effective as to honor in accordance with their terms all Company Employee Benefit Plans listed in Section 6.2(a) of the Effective Company Disclosure Letter. (b) Section 6.2(b) of the Company Disclosure Letter lists certain Company Employee Benefit Plans that entitle certain employees to payments on or after the Acceptance Time. Parent agrees that the total amount of such payments shall be made on or after the Acceptance Time at such time, and for a one year period in such manner, as is described in Section 6.2(b) of the Company Disclosure Letter. (c) For twelve months following the Effective Time, Parent shall provideagrees to provide to (i) former employees employee benefits that are substantially comparable, or cause Acquisition in the aggregate, to such employee benefits currently provided by the Company and its subsidiaries the Company Subsidiaries to such former employees and successors to provide, those persons who, immediately prior to the Effective Time, were (ii) employees of the Company and its subsidiaries and the Company Subsidiaries who continue in such employment with the Surviving Corporation or any of its affiliates ("Continuing the “Covered Employees")”) base salary or base wages and employee benefits (excluding, with benefits for this purpose, any equity-based compensation and compensation no less favorable any severance benefits) that are substantially comparable, in the aggregate aggregate, to such salary or wages and employee benefits currently provided by the Company and compensation that are provided the Company Subsidiaries to such Covered Employees. Parent agrees that, if the Continuing Employees Effective Time occurs on or before December 31, 2010, any employee of the Company or a Company Subsidiary who is employed by the Company or a Company Subsidiary as of the date Effective Time shall be deemed, solely for the purposes of this Agreementthe Company Employee Benefit Plans listed on Section 6.2(c) of the Company Disclosure Letter, to be employed by the Company or such Company Subsidiary as of December 31, 2010, and any payments required to be made to such employees under such listed Company Employee Benefit Plans as of December 31, 2010 shall be made. After January 1, 2011, Parent shall be under no obligation to retain any employee or group of employees of the Company or any of the Company Subsidiaries other than as required by applicable Law or by an employment agreement listed in Section 6.2(a) of the Company Disclosure Letter. (bd) Except with respect For purposes of all employee benefit plans, programs and arrangements maintained by or contributed to accruals under by Parent and any defined benefit pension of the Parent Subsidiaries (including, after the Closing, the Surviving Corporation), Parent shall, or shall cause the Parent Subsidiaries to, cause each such plan, at program or arrangement to treat the prior service with the Company and its affiliates of the Covered Employees immediately prior to the Closing (to the same extent such time as a Continuing Employee service is provided benefits recognized under the benefit plans analogous plans, programs or arrangements of the Company or its affiliates prior to the Closing) as service rendered to Parent or the Surviving CorporationParent Subsidiaries, or any subsidiary of Parent or as the Surviving Corporationcase may be, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility to participate in and vesting under such employee benefit plans thereunder. Covered Employees shall also be given credit for any deductible or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary co-payment amounts paid in respect of the Company to plan year in which the same extent recognized by the Company at such time. Parent willClosing occurs, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under that, following the Company's then-existing welfare plans)Closing, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to they participate in after the Effective Time, and (ii) provide each Continuing Employee with credit any other plan for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those which deductibles or co-payments had been paid are required. Parent shall also cause each Employee Benefit Plan maintained by or contributed to by Parent and its subsidiaries (including, after the Closing, the Surviving Corporation) in which Covered Employees participate, to waive any preexisting condition that was waived under the welfare plans for which such employees are eligible terms of any Company Employee Benefit Plan immediately prior to the Closing or waiting period limitation that would otherwise be applicable to a Covered Employee on or after the Effective TimeClosing. Parent shall recognize any accrued but unused vacation and sick leave of the Covered Employees as of the Closing Date that has been accrued in accordance with the terms of such Company policies. (ce) Parent and Acquisition No provision of this Section 6.2 will (i) create or be deemed to cause Acquisition after consummation create any third-party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Merger contemplated by Company, any Company Subsidiary or any other person other than the parties to this Agreement to assumeand their respective successors and permitted assigns, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) constitute or create or be deemed to honor constitute or create an employment agreement or (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Parent, the Company or any of their respective Subsidiaries. (f) Parent agrees to provide any required notice under the WARN Act, and any similar federal, state, local or foreign Law or regulation, and to cause Acquisition to honor, all rights, privileges otherwise comply with the WARN Act and modifications to or any such other similar Law with respect to any such Company Employee Plans that become effective “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Covered Employees (including as a result of any the consummation of the transactions contemplated by this AgreementTransactions).

Employee Benefit Matters. (a) During the one (1)-year period commencing at the Effective Time, Parent agrees thatshall, effective or shall cause the Surviving Entity to, provide to employees and former employees of the Company and any of the Company Subsidiaries (“Company Employees”) (i) a base salary or wage rate at least equal to the Company Employees’ base salary or wage rate in effect as of immediately prior to the Effective Time and for (ii) employee benefits (other than any incentive compensation, equity-based compensation, defined benefit pension benefits and retiree medical benefits) that are, in the aggregate, no less favorable than the employee benefits (other than any incentive compensation, equity-based compensation, defined benefit pension benefits and retiree medical benefits) provided to similarly situated employees of Parent and its Subsidiaries under the Parent Benefit Plans. (b) Parent shall provide, or shall cause the Surviving Entity to provide, to each Company Employee who is a participant in a Company Severance Pay Plan immediately prior to the Effective Time and whose employment with the Surviving Entity, Company Subsidiaries and its Affiliates is involuntarily terminated in a severance-qualifying manner during the one year (1)-year period following the Effective Time, Parent shall provideseverance benefits that are no less favorable, or cause Acquisition and its subsidiaries and successors in the aggregate, than the severance benefits, if any, that would have been provided to provide, those persons who, such Company Employee pursuant to the terms of a Company Severance Pay Plan upon such an involuntary severance-qualifying termination of employment immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in ; provided that no such employment ("Continuing Employees"), with severance benefits and compensation no less favorable in the aggregate to benefits and compensation that are shall be provided to the Continuing Employees as of the date of this Agreementany Company Employee who is a party to a Company Employment Agreement that otherwise provides for severance benefits. (bc) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for For purposes of eligibility and vesting vesting, benefit accrual and determination of level of benefits under such employee the compensation and benefit plans or plans, programs agreements and arrangements maintained by of Parent, Acquisition the Company, the Parent Subsidiaries, the Company Subsidiaries, the Surviving Entity and any of its subsidiaries or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the respective Affiliate thereof providing benefits to any Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective TimeClosing, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid in which such Company Employees did not participate prior to the Effective Time (the “New Plans”), including for purposes of accrual of vacation and other paid time off and severance benefits under New Plans (but excluding any New Plan that is established after the Closing that does not recognize service prior to its adoption), each Company Employee shall be credited with his or her years of service with the Company, the Company Subsidiaries and their respective Affiliates (and any additional service with any predecessor employer) before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar Company Benefit Plan, except where such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before such replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents except to the extent such pre-existing conditions and actively-at-work requirements would apply under the analogous Company Benefit Plan, and Parent shall use reasonable efforts to cause any eligible expenses incurred by such Company employee and his or her covered dependents under a Company Benefit Plan during the portion of the plan year prior to the Effective Time to be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, co-insurance, co-payment and maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after employee and his or her covered dependents for the Effective Time to the same extent applicable plan year as if those deductibles or co-payments such amounts had been paid under the welfare plans for which in accordance with such employees are eligible after the Effective TimeNew Plan. (cd) Parent For the avoidance of doubt and Acquisition (i) notwithstanding anything to cause Acquisition after consummation the contrary herein or in any Company Benefit Plan, for purposes of any Company Benefit Plan listed in Section 6.10 of the Merger contemplated by this Agreement Company Disclosure Letter, the Closing shall be deemed to assume, honorconstitute a “change in control” or “change of control.” (e) Nothing contained herein shall be construed as requiring, and pay all amounts provided underthe Company shall take no action that would have the effect of requiring, all Company Employee Plans in accordance with their termsParent or the Surviving Entity to continue any specific employee benefit plans or to continue the employment of any specific person. The provisions of this Section 6.10 are solely for the benefit of the parties to this Agreement, and (ii) to honor no current or former director, officer, employee or independent contractor or any other person shall be a third-party beneficiary of this Section 6.10, and to cause Acquisition to honor, all rights, privileges and modifications to or with respect nothing herein shall be construed as an amendment to any such Company Employee Plans that become effective as a result of Plan or other compensation or benefit plan or arrangement for any of the transactions contemplated by this Agreementpurpose.

Employee Benefit Matters. (a) Parent agrees thatWith respect to the "401(k) plan" maintained by TEC in which employees of TCA and its Subsidiaries participate, effective as of the Effective Time Closing TEC shall cause the accrued benefits of such employees under that plan to be fully vested and for a one year period following immediately distributable to or on behalf of those employees to the Effective Timefull extent permitted by law. As soon as practicable after the Closing, Parent Thoratec shall provide, or cause Acquisition the employees of TCA and its subsidiaries and successors Subsidiaries to provide, those persons who, immediately prior be eligible to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable participate in the aggregate 401(k) plan maintained by Thoratec and to allow such employees to elect to roll over their distributable accrued benefits and compensation that are provided under the 401(k) plan maintained by TEC, including any outstanding loans of such employees, to the Continuing Employees as of the date of this AgreementThoratec's 401(k) plan. (b) Except The current severance policy of TCA and its Subsidiaries with respect to accruals under any defined benefit pension plantheir employees is set forth in the TCA Employee Policy and Procedure Manual (the January 2000 version, at such time as modified September 27, 2000), a Continuing Employee is copy of which has been provided benefits under to Thoratec. After the benefit plans or arrangements Closing, Thoratec shall cause TCA and the Subsidiaries of Parent or TCA to honor that policy for qualifying terminations of employment, occurring within 12 months after the Surviving CorporationClosing, of persons who are employed by TCA or any subsidiary such Subsidiary just before the Closing. Nothing in this Section 5.16(b) shall in any manner diminish TCA's Parent's obligations referenced in Section 3.14(f). (c) With respect to the participation of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation employees of TCA and its subsidiaries Subsidiaries in the Thoratec Welfare Plans, Thoratec shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, give such Continuing Employee full credit employees with respect to similar plans maintained by TCA immediately before the Closing and (iii) recognize all credited service for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary level of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company benefits to the same extent such service was recognized under similar plans maintained by TCA immediately before the Company at such timeClosing. Parent will, or will cause Thoratec shall make appropriate arrangements to allow the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees use by TCA employees of any accrued benefits under any welfare cafeteria plan that (as defined in Section 125 of the Code) which was maintained by TCA or any of its Subsidiaries for such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timeemployees. (cd) Parent Thoratec shall provide any required notice under the Worker Adjustment and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, Retraining Notification Act and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor any other applicable law and to cause Acquisition to honor, all rights, privileges and modifications to or otherwise comply with any such statute with respect to any such Company Employee Plans "plant closing" or "mass layoff" (as defined in that become effective as a result act) or similar event affecting employees of TCA or any TCA Subsidiary and occurring after the Closing. (e) Thoratec shall provide any required notice under COBRA for any persons employed by TCA or any Subsidiary of the transactions contemplated by this AgreementTCA.

Employee Benefit Matters. (a) Parent agrees that, effective as of For the period beginning at the Effective Time and for a one year period following continuing through the first (1st) anniversary of the Effective Time, Parent shall provide, or cause Acquisition the Surviving Company and its subsidiaries and successors Subsidiaries (i) to provide, those persons who, provide employees of the Company as of immediately prior to the Effective TimeTime (x) who hold Unvested Company Options with exercise prices per Share that are less than the Per Share Merger Consideration with employee share incentive awards which are at least economically equivalent to, were employees of the Company and its subsidiaries and who continue in such employment on terms ("Continuing Employees"), with benefits and compensation including vesting schedule) that are no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of holder of, such Unvested Company Options cancelled in connection with the date of this Agreement. Merger (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full employees shall receive credit for purposes of eligibility and any time accumulated towards vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Unvested Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plansOptions), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (iiy) provide each Continuing Employee with credit for a level of cash compensation at least equal to such employees’ base level of cash compensation (excluding any co-payments and deductibles paid payment received by them pursuant to this Agreement) as of immediately prior to the Effective Time and with employee benefits and arrangements that are, in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible the aggregate, no less favorable than the employee benefits and arrangements in effect as of immediately prior to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. ; and (c) Parent and Acquisition (iii) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans honor in accordance with their terms, all Contracts, employee benefit plans and (ii) arrangements, policies, and commitments of the Company and its Subsidiaries as in effect immediately prior to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company. (b) Employees of the Company or any Subsidiary of the Company shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary of the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) Nothing contained in this Section 7.15, expressed or implied, is intended to confer upon any Service Provider any benefits under any employee benefit plans or right to employment or continued employment with Parent or the Surviving Company Employee Plans that become effective or any of its Subsidiaries for any period by reason of this Agreement. The provisions of this Section 7.15 are solely for the benefit of the parties to this Agreement and no current or former Service Provider or any other individual associated therewith shall be regarded for any purpose as a result third party beneficiary of this Section 7.15, and nothing contained herein shall be construed as an amendment to any of the transactions contemplated by this Agreementemployee benefit plan for any purpose.

Employee Benefit Matters. (a) For a period of one year following the Effective Time, Parent agrees thatwill provide, effective as or will cause to be provided, to those employees of the Company who continue to be employed by Parent and its Subsidiaries, including, following the Closing, the Company (individually, a “Continuing Employee” and collectively, “Continuing Employees”) with: (i) cash compensation, including base salary rate and commission and target bonus opportunity, no lower than the cash compensation provided to such Continuing Employee immediately prior to the Effective Time Time, (ii) equity awards set forth on Section 6.4(a) of the Company Disclosure Schedule, with respect to fiscal year 2016 awards previously approved by the Company, and for a one year period (iii) health and welfare benefits on terms at least as favorable, in the aggregate, as the health and welfare benefits provided to such Continuing Employee by the Company immediately prior to the Effective Time. (b) To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Effective Time, Parent shall provideuse commercially reasonable efforts to, and shall cause the Surviving Corporation to use commercially reasonable efforts to, treat, and cause the applicable benefit plans in which Continuing Employees are entitled to participate to treat, the service of Continuing Employees with the Company or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees any Subsidiary of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided or any of their predecessors to the Continuing Employees extent previously recognized by the Company as of the date hereof attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation, any Subsidiary of this AgreementParent for purposes of eligibility to participate, vesting and for other appropriate benefits including the applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount), equity incentive plans and eligibility for early retirement under any benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any actively at work or similar limitations, eligibility waiting periods, evidence of insurability requirements or required physical examinations under any health or similar plan of Parent to be waived with respect to Continuing Employees and their eligible dependents. Parent shall also use commercially reasonable efforts to cause any deductibles paid by Continuing Employees under any of the Company’s or its Subsidiaries’ health plans in the plan year in which Continuing Employees and their eligible dependents are transitioned to Parent’s health or similar plans to be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. (bc) Except with respect to accruals under any defined benefit pension planFor the terms of the agreements or arrangements, at such time as a Continuing Employee is provided benefits under Parent shall cause the benefit plans or arrangements of Parent Company or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporationas applicable, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, the employment, severance and change in control agreements and arrangements that are listed on Section 6.4(c) of the Company Disclosure Schedule. (iid) to honor Nothing in this Agreement will require the continued employment of any Person, and to cause Acquisition to honorexcept as expressly set forth in this Section 6.4, no provision of this Agreement will prevent Parent or the Surviving Corporation from amending or terminating any benefit plans of the Company, the Surviving Corporation, Parent or any of their respective Subsidiaries. (e) The Company and Parent acknowledge and agree that all rights, privileges and modifications to or provisions contained in this Section 6.4 with respect to employees are included for the sole benefit of the respective parties and will not create any such right in any other Person, including any employees, former employees, any participant in any benefit plan or any beneficiary thereof, nor will require the Company Employee Plans that become effective as a result of to continue or amend any particular benefit plan after the consummation of the transactions contemplated by this AgreementAgreement for any employee or former employee of the Company, and any such plan may be amended or terminated in accordance with its terms and applicable Law.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall providecause the Surviving Corporation to honor and provide for payment of all accrued obligations and benefits under all Company Benefit Plans set forth, and identified as such, in the Company Disclosure Letter (including, without limitation, employment or cause Acquisition severance agreements between the Company and Persons who are or had been employees of the Company or any of its subsidiaries and successors to provide, those persons who, immediately Subsidiaries at or prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), all in accordance with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementtheir respective terms. (b) Except with respect to accruals under any defined benefit pension plan, For at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in least one year after the Effective Time, Parent will offer, or cause the Surviving Corporation to offer Company Employees compensation opportunities and employee benefits that are comparable in value in the aggregate with the compensation and employee benefits (iiexclusive of any such compensation and benefits consisting of or based on any equity securities of the Company, including under the Company Stock Option Plans and the Company ESPPs) provide each Continuing Employee with credit for any co-payments and deductibles paid provided under the Company Benefit Plans to the Company Employees immediately prior to the Effective Time in the ordinary course and not in contemplation of the transactions contemplated by this agreement. Company Employees shall receive credit for past service with the Company for purposes of accrual of vacation time and for purposes of eligibility for participation and vesting under Parent Benefit Plans in which such Company Employees are permitted, at the discretion of the Parent, to participate other than for purposes of determining eligibility for participation under any retiree medical plan or defined benefit plan of the Parent. (c) All actively-at-work or similar limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plan that is a group health plan shall be waived with respect to such Company Employees and their eligible dependents, in each case, to the same extent as service with the Company or its Subsidiaries was taken into account under the comparable Company Benefit Plan, and credit shall be provided for any co-payments, deductibles and offsets (or similar payments) made under Company Benefit Plans for the applicable plan year prior to the Effective Time for purposes of satisfying any applicable deductible or deductible, out-of-pocket or similar requirements under any welfare plans that such employees are Parent Benefit Plans in which they become eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (cd) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by Notwithstanding anything in this Agreement to assumethe contrary, honorfrom and after the Effective Time, the Surviving Corporation will have sole discretion over the hiring, promotion, retention, firing and pay all amounts other terms and conditions of the employment of employees of the Surviving Corporation. Except as otherwise provided underin this Section 5.9, all nothing herein shall prevent Parent or the Surviving Corporation from amending or terminating any Company Employee Plans Benefit Plan in accordance with their its terms, . (e) The Company and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or its Subsidiaries will consult with Parent with respect to any such Company Employee Plans that become effective as a result of communication (written, electronic or oral) intended to be broadly circulated, or available generally, to any of Company Employees relating to the transactions contemplated hereby and the form and substance of any such communication shall be subject to approval by this AgreementParent, which approval shall not be unreasonably withheld or delayed.

Employee Benefit Matters. (a) As of the Closing Date, Parent agrees thatshall provide (or cause its Subsidiaries to provide) to each employee of the Company or its Subsidiaries who, effective as decided by Parent in its sole discretion, shall continue employment with the Surviving Corporation or its Subsidiaries following the Closing Date (a “Continuing Employee”) (i) base wages or salaries, as applicable, that are substantially comparable to the base wages or salaries, as applicable, provided to each such Continuing Employee immediately prior to the Closing Date and (ii) employee benefit plans, programs, policies and arrangements (excluding, however, all equity plans) that are substantially comparable, in the aggregate, to the Employee Benefit Plans of the Company provided to each such Continuing Employee immediately prior to the Closing Date (but in no event greater than the employee benefit plans, programs, policies and arrangements provided to Parent’s or Parent’s Subsidiaries’ similarly situated employees). To the extent a Continuing Employee remains employed by Parent or its Subsidiaries, Parent shall not, for a period of 12 months following the Closing Date, reduce a Continuing Employee’s base wages or salary, as applicable; provided, however, that the foregoing shall not be deemed to limit or modify the at-will nature of the employment of the Continuing Employee. (b) The Company shall deliver an updated copy of Schedule 3.24(d) of the Company Disclosure Schedule to Parent not more than ten (10) Business Days following the date of this Agreement and shall provide Parent with an updated copy of Schedule 3.24(d) of the Company Disclosure Schedule within ten (10) Business Days prior to the Closing Date. Only employees (and their dependents) shall be participants in the Employee Benefit Plans sponsored by the Company. (c) Except for employees described in in Section 5.8(d), those employees of the Company or any Subsidiary as of the Effective Time whom Parent or its Subsidiaries elect not to employ after the Effective Time as a result of the Merger, who are employed and for then terminated as a one year period following result of the Merger within six (6) months subsequent to the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors those employees who voluntarily resign employment due to provide, those persons who, an involuntary relocation of the employee’s principal place of employment to a location which is more than twenty-five (25) miles from the employee’s principal place of employment immediately prior to the Effective Time shall be entitled to severance benefits equal to two (2) weeks of annual base pay for each year of service (including years of service with the Company and/or any of its Subsidiaries) with a minimum of two (2) weeks of annual base pay and a maximum of twenty-six (26) weeks of annual base pay. Effective as of the day immediately following the day which is six (6) months subsequent to the Effective Time, all Continuing Employees will be entitled to severance benefits equal to those provided by Parent from time to time to its similarly situated employees. Nothing in this Section 5.8(c) shall be deemed to limit or modify the at-will employment of the Continuing Employee. Notwithstanding anything herein to the contrary, the benefit payments described in this Section 5.8(c) shall be conditioned on execution of a release of claims in a form satisfactory to Parent and its Subsidiaries. (d) Any employee of the Company or its Subsidiaries who has or is party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement or Employee Benefit Plan that provides for any payment that may be triggered by the Merger or the Bank Merger (other than under a Company Stock Plan) (the “CIC Payment”) shall not receive any severance benefits as provided in Section 5.8(c) but will receive the CIC Payment to the extent it is required to be paid thereunder. Any employee of the Company or its Subsidiaries who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided in Section 5.8(c), unless such employee enters into an employment agreement, severance agreement, change in control agreement or any written similar agreement or arrangement with the Surviving Corporation or a Subsidiary of the Surviving Corporation. (e) With respect to any employee benefit plan of Parent or Parent’s Affiliates in which any Continuing Employee becomes eligible to participate on or after the Closing Date (a “Parent Plan”), Parent shall use commercially reasonable efforts to ensure that each Continuing Employee receives full credit (including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual under any defined benefit Parent Plan or any such credit that would result in a duplication of benefits) under each Parent Plan in which such Continuing Employee becomes or may become a participant for service with Surviving Corporation (or any predecessor to Surviving Corporation) and its Affiliates, solely to the extent such service was credited under the Employee Benefit Plans. As of the Closing Date, Parent shall credit (or cause to be credited) to Continuing Employees the amount of vacation time that such employees had accrued under any vacation policy or arrangement listed on Schedule 3.23(a) of the Company Disclosure Schedule as of the Closing Date. With respect to each Parent Plan that is a health plan in which Continuing Employees participate after Closing, Parent shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting period, any evidence of insurability requirement and the application of any pre-existing condition limitation under such plan to the extent such requirements or limitations were employees inapplicable to, or were satisfied under, any Employee Benefit Plan in which such Continuing Employee participated prior to the Closing Date; and (ii) cause each Continuing Employee to be given credit under such health plan with respect to the plan year in which the Closing Date occurs (“Closing Date Plan Year”) for amounts (such as deductibles and co-payments) paid under any similar Employee Benefit Plan by such Continuing Employee, with respect to the Closing Date Plan Year and for which verification is provided by the insurer or third party administrator of such Employee Benefit Plan, as though such amounts had been paid in accordance with the terms and conditions of any applicable Parent Plan. (f) Parent and the Company acknowledge and agree that all provisions contained in this Section 5.8 are included for the sole benefit of Parent and the Company and nothing contained herein shall (i) be construed as an amendment to any Employee Benefit Plan or Parent Plan or the creation of any new employee benefit plan, (ii) create any third-party beneficiary or other rights in any other person, including any employee or former employee of any of Parent, the Company or their respective Affiliates, or any dependent or beneficiary thereof or (iii) otherwise obligate Parent or any of its Affiliates to maintain any particular Parent Plan or other employee benefit plan or retain the employment of any particular employee following the Closing Date. Parent and the Company further acknowledge and agree that the Company and its subsidiaries Subsidiaries shall provide to Parent all employee books and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate records relating to benefits and compensation that are provided to the Continuing Employees as of no later than the date of this AgreementClosing Date. (bg) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained If requested by Parent, Acquisition the Company shall terminate (or any subsidiary cause the Bank of Parent or Acquisition for such Continuing Employees' service with New Jersey to terminate) the 401(k) Plan immediately prior to the Closing Date by resolution adopted by the Board of Directors of the Company or any subsidiary the Bank of New Jersey, as applicable, on terms acceptable to Parent, and simultaneously amend the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i401(k) waive all limitations as to preexisting conditions (except Plan to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods necessary to comply with respect to participation and coverage requirements applicable all Applicable Laws to the Continuing Employees under any welfare plan extent not previously amended. Said termination shall provide that all participants in the 401(k) Plan shall be fully vested in their account balances thereunder; and the Company shall notify (or cause the Bank of New Jersey to notify) the 401(k) Plan participants and beneficiaries of such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid termination prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible Closing Date pursuant to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective TimeApplicable Law requirements. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees thatmay cause any Company Benefit Plan, effective as of other than the Severance Agreements, to be terminated or discontinued at or after the Effective Time and of the Merger, provided that, to the extent Parent or its affiliates maintain a benefit plan of the same type for a one year period following the Effective Timeemployees of Parent or any of its affiliates ("Parent Benefit Plan"), Parent shall providetake all actions necessary or appropriate to permit the Company employees participating in such Company Benefit Plan to immediately thereafter participate in such Parent Benefit Plan of the same type maintained by Parent or any of its affiliates for their employees generally (a "Replacement Plan"); provided, however, that if the Company Benefit Plan that is so terminated or cause Acquisition discontinued is a group health plan, then Parent shall permit each Company employee participating in such group health plan and its subsidiaries his or her eligible dependents to be covered under a Replacement Plan under the terms and successors to provide, those persons who, immediately prior conditions of the Replacement Plan as modified to the Effective Timeextent necessary to (i) provide medical and dental benefits to each such Company employee and such eligible dependents effective immediately upon the cessation of coverage of such individuals under such group health plan, (ii) credit to such Company employee, for the year during which such coverage under such Replacement Plan begins, with any deductibles and copayments already incurred during such year under such group health plan, and (iii) waive any preexisting condition restrictions to the extent that the preexisting condition restrictions were employees satisfied under such group health plan. Parent, the Surviving Corporation, their affiliates, and the Parent Benefit Plans (including, without limitation, the Replacement Plans) shall recognize each Company employee's years of service and level of seniority with the Company and its subsidiaries for purposes of terms of employment and who continue in such employment eligibility, vesting and benefit determination under the Parent Benefit Plans ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to other than benefit accruals under any defined benefit pension plan). Nothing in this Agreement shall be construed to require Parent to provide any particular type or amount of benefits for any person under any Parent Benefit Plan. (b) At the Effective Time of the Merger, each outstanding option to purchase Shares shall be canceled and the holder thereof shall be entitled to receive at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements Effective Time of Parent or the Surviving Corporation, or any subsidiary of Parent or Merger from the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition Company in consideration for such Continuing Employees' service with the Company or any subsidiary cancellation a cash payment of the Company an amount equal to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans)option, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and multiplied by (ii) provide each Continuing Employee with credit for the number of Shares subject to such option. All amounts payable pursuant to this Section 5.4(b) shall be subject to any co-payments and deductibles paid prior required withholding of taxes. Prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assumeMerger, honor, and pay all amounts provided under, all the Board of Directors of the Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or will take any corporate action necessary with respect to any such Company Employee Plans that become effective as a result outstanding options to effectuate the provisions of any of the transactions contemplated by this AgreementSection 5.4(b).

Employee Benefit Matters. (a) For a period of one (1) year immediately following the Effective Time (or if shorter, during the period of employment), Parent agrees thatshall, effective or it shall cause the Surviving Corporation and its Subsidiaries to, provide each employee of the Company and of each of the Company Subsidiaries as of the Effective Time and for a one year period following (each, an “Employee”) with (i) at least the Effective Timesame level of base salary or regular hourly wages, Parent shall provideas applicable, or cause Acquisition and its subsidiaries and successors as was provided to provide, those persons who, each such Employee immediately prior to the Effective Time, were (ii) a target incentive opportunity and/or target sales and service incentive award opportunity, in each case, at least equal to that provided to each such Employee immediately prior to the Effective Time; provided, that in no event shall the requirement in this clause (ii) extend beyond December 31, 2016, (iii) equity award opportunities at levels that are substantially similar to those provided to similarly situated employees of the Company Parent, and its subsidiaries and who continue in such employment ("Continuing Employees"), with iv) employee benefits and compensation no less favorable in the aggregate to benefits and compensation that are substantially similar to those provided to each such Employee (including any applicable dependents) immediately prior to the Continuing Employees as of the date of this AgreementEffective Time. (b) Except with respect Employees shall receive credit for all purposes (including, for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accruals under any defined benefit pension plan or retiree medical or welfare arrangement) under any employee benefit plan, at such time as a Continuing Employee is provided benefits under the benefit plans program or arrangements of Parent arrangement established or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition the Surviving Corporation or any subsidiary of Parent their respective Subsidiaries under which each Employee may be eligible to participate on or Acquisition for such Continuing Employees' service with after the Company or any subsidiary of the Company Effective Time to the same extent recognized by the Company at or any of the Company Subsidiaries under comparable Company Benefit Plans immediately prior to the Effective Time. Such plan, program or arrangement shall credit each such time. Parent willEmployee for service accrued or deemed accrued on or prior to the Effective Time with the Company, any predecessor of the Company, any current or former Company Subsidiary and all current and former Affiliates of the Company or any predecessor of the Company where service with such predecessor, Subsidiary, or will cause Affiliate was credited under a comparable Company Benefit Plan prior to the Effective Time. (c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent or the Surviving Corporation (“Purchaser Welfare Company Benefit Plans”) in which an Employee may be eligible to participate on or after the Effective Time, Parent and its subsidiaries to, the Surviving Corporation shall (i) waive waive, or use commercially reasonable efforts to cause the applicable insurance carrier to waive, all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and eligibility waiting periods and preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to the Continuing Employees each Employee under any welfare plan that such employees may be eligible Purchaser Welfare Company Benefit Plan to participate in after the Effective Timesame extent waived or otherwise satisfied under a comparable Company Benefit Plan, and (ii) provide provide, or use commercially reasonable efforts to cause the insurance carrier to provide, credit to each Continuing Employee with credit for any co-payments payments, deductibles and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that expenses paid by such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid Employee under the welfare plans for which such employees are eligible after Company Benefit Plans during the relevant plan year, up to and including the Effective Time. (cd) Parent and Acquisition (i) Nothing in this Section 5.13 shall be treated as an amendment of, or undertaking to cause Acquisition after consummation amend, any benefit plan. The provisions of this Section 5.13 are solely for the benefit of the Merger contemplated by respective parties to this Agreement and nothing in this Section 5.13, express or implied, shall confer upon any Employee, or legal representative or beneficiary thereof or any other Person, any rights or remedies, including any right to assumeemployment or continued employment for any specified period, honoror compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under a Company Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of that Company Benefit Plan. (e) If requested by Parent no later than ten days prior to the Closing Date, and pay to the extent permitted by applicable Law, the Company shall take all amounts provided underactions necessary to terminate the Health Net, Inc. 401(k) Savings Plan (the “Company 401(k) Plan”) effective no later than the day before the Closing Date. In the event of the termination of the Company 401(k) Plan following such a request by Parent, a 401(k) plan sponsored by Parent or one of its Affiliates (a “Parent 401(k) Plan”) shall accept a direct rollover of distributions from such Company 401(k) Plan of the account balances (including in-kind distributions of promissory notes evidencing all Company outstanding loans) of each Employee Plans if such rollover is elected in accordance with applicable Law by such Employee. Parent and the Company shall use their terms, and (iirespective commercially reasonable efforts to permit each participant in the Company 401(k) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any Plan who has an outstanding loan balance under the Company 401(k) Plan on the date such Company Employee Plans that become effective as a result of any 401(k) Plan is terminated to continue to make loan payments to the Company 401(k) Plan pending the distribution and rollover of the transactions contemplated by this AgreementEmployee’s account, as described in the previous sentence. Employees shall be eligible to participate in the Parent 401(k) Plan as soon as practicable following the Closing Date.

Employee Benefit Matters. (a) Parent agrees that, effective as All persons who are employees of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, SSE Bank immediately prior to the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, were become employees of NVSL Bank; provided, however, that in no event shall any of SSE Bank’s employees be officers of NVSL Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to bylaws of NVSL Bank. All of the Continuing Employees as shall be employed at the will of the date NVSL Bank and no contractual right to employment shall inure to such employees because of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time Each Continuing Employee shall be treated as a Continuing Employee is provided benefits under the benefit plans or arrangements new employee of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit NVSL Bank for purposes of participation in NVSL Bank’s 401(k) plan and NVSL Bank’s employee stock ownership plan. Continuing Employees who become participants in an NVSL Bank or NVSL compensation and benefit plan (including without limitation NVSL Bank’s 401(k) plan) shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes except for vacation or as otherwise specifically set forth herein), be given credit for meeting eligibility and vesting under requirements in such plans for service as an employee benefit plans or arrangements maintained by Parent, Acquisition of SSE or any subsidiary of Parent or Acquisition for such Continuing Employees' service with predecessor thereto before the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent willEffective Time; provided, or will cause the Surviving Corporation and its subsidiaries tohowever, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may shall not be eligible to participate in after NVSL Bank’s employee stock ownership plan until the first day of the second plan year following the Effective Time. This Agreement shall not be construed to limit the ability of NVSL or NVSL Bank to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes as they deem appropriate. As of the Effective Time, NVSL Bank shall make available employer-provided health and (ii) provide other employee welfare benefit plans to each Continuing Employee with credit for on the same basis as it provides such coverage to similarly situated NVSL Bank’s employees except that any copre-payments and deductibles paid prior existing condition, eligibility waiting period or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar SSE plan at the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after of the Effective Time to the same extent as if Merger, and those deductibles or Continuing Employees and their dependents will receive credit for deductibles, co-payments had been paid insurance amounts and other limitations for their expenses incurred under a similar SSE Employee Plan. Before the welfare plans for which such employees are eligible after Closing Date, SSE shall, at the request and discretion of NVSL Bank, amend SSE’s 401(k) plan to cause SSE to no longer be a participating employer in the SSE 401(k) plan or to terminate the SSE 401(k) plan as of the Effective Time. Continuing Employees who become participants in the NVSL Bank 401(k) plan shall be permitted to roll over distributions (excluding loans) from the SSE 401(k) plan to the NVSL Bank 401(k) plan or to individual retirement accounts. (c) Parent NVSL shall honor all obligations under the employment agreements, consulting agreements and Acquisition (i) change-in-control agreements as set forth in SSE’s Disclosure Letter, in each case except to cause Acquisition after consummation of the Merger contemplated extent superseded by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans agreements entered into in accordance connection with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by entering into this Agreement. (d) All employees of SSE, except any employee who is a party to an employment agreement, change in control agreement or other severance arrangement, who are involuntarily terminated in connection with the Merger at or before the Effective Time or who are involuntarily terminated within six (6) months following the Closing Date (other than for Cause) shall receive a severance payment equal to two (2) weeks of “base compensation” for each year of service, with a minimum payment equal to four weeks base compensation (for those who have at least one (1) full year of service at the time of the termination of employment), and up to a maximum of twelve (12) weeks of base compensation. “Cause” shall mean a good faith finding by NVSL Bank of:

Employee Benefit Matters. (a) From the Closing Date through the first anniversary thereof (the “Continuation Period”), Parent agrees that, effective shall provide or cause to be provided employee benefits (excluding severance benefits) for the employees (as of a group) who are actively employed by the Company and its Subsidiaries on the Closing Date and continue to be actively employed after the Effective Time (“Covered Employees”) that, in the aggregate, are at least substantially comparable to the employee benefits (excluding severance benefits) that are generally made available to similarly situated employees of Parent or its Subsidiaries; provided, that until such time as Parent shall cause Covered Employees to participate in the employee benefit plans that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and for its Subsidiaries), a one year period following Covered Employee’s continued participation in the Effective Timeemployee benefit plans of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in any different Parent plans may commence at different times). (b) Parent shall assume and honor the obligations of the Company and its Subsidiaries under all employment, severance, consulting, retirement and other compensation Contracts in accordance with their terms, except to the extent such Contract is superseded or modified by an agreement with Parent, provided, that nothing herein shall prohibit Parent from amending, suspending or terminating any such Contract to the extent permitted by its terms and applicable Law. Parent hereby acknowledges that the Merger will constitute a “Change in Control” (or concept of similar import) in accordance with the provisions of such Company Benefit Plans. (c) The Company may pay annual incentive compensation in accordance with Section 6.5(c) of the Company Disclosure Schedules. (d) To the extent that a Covered Employee becomes eligible to participate in a Parent Benefit Plan, Parent shall providecause such Parent Benefit Plan to recognize the service of such Covered Employee with the Company or its Subsidiaries for purposes of eligibility, or cause Acquisition participation and its subsidiaries and successors vesting under such Parent Benefit Plan, to provide, those persons who, the same extent that such service was recognized immediately prior to the Effective Time under a corresponding Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided, were that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service, (ii) apply for any purpose under any retiree medical plan or defined benefit pension plan or (iii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. For purposes of clarity, Covered Employees shall be credited with service performed for either a predecessor to the Company or any Subsidiary or an entity previously acquired by the Company or any Subsidiary to the same extent that such service was recognized immediately prior to the Effective Time under a corresponding Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time. With respect to any health care plan of Parent or any of its Subsidiaries (other than the Company and its subsidiaries and who continue Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such employment Covered Employee is first eligible to participate, Parent shall use commercially reasonable efforts to ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate x) cause any preexisting condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except be waived with respect to accruals under any defined benefit pension plan, at such time as a Continuing Covered Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not limitation would have been waived or satisfied under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that Company Benefit Plan in which such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Covered Employee with credit for any co-payments and deductibles paid participated immediately prior to the Effective Time and (y) recognize any health care expenses incurred by such Covered Employee in satisfying the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible or and annual out-of-pocket expense requirements under any welfare plans that such employees are eligible health, dental or vision plan of Parent or any of its Subsidiaries. To the extent Parent does not or cannot take the actions described in clauses (x) and (y) of the immediately preceding sentence, it shall not require any Covered Employee to participate commence participation in after the corresponding Parent Benefit Plan until the beginning of the first plan year following the Effective Time and such Covered Employee shall be entitled to remain on the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Timeapplicable Company Benefit Plan. (ce) If requested by Parent in writing delivered to the Company not less than ten (10) Business Days before the Closing Date, the board of directors of the Company (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date. The form and substance of such resolutions and any other actions taken in connection with the foregoing termination shall be subject to the review and approval of Parent. Following the Effective Time the assets thereof shall be distributed to the participants, and Parent shall permit the Covered Employees to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, in an amount equal to the full account balance (including loans) distributed to such Covered Employee from the Company 401(k) Plan to the Parent’s 401(k) plan. (f) From and after the date hereof, any written or oral communications to the employees, officers or directors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters after the Closing, shall be in the form of mutually agreeable communications, prepared in prior consultation with Parent, it being agreed that Parent and Acquisition the Company shall cooperate, including by providing Parent a reasonable period of time to review any such communication, in providing mutually agreeable communications. (g) The parties agree to the severance-related and other matters described in Section 6.5(g) of the Company Disclosure Schedules. (h) Without limiting the generality of this Section 6.5 or Section 9.12, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, officer, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement be deemed to (i) to cause Acquisition after consummation establish, amend or modify any Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with or any of their terms, and respective Affiliates; (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to alter or with respect to any such Company Employee Plans that become effective as a result limit the ability of Parent or any of its Subsidiaries (including, after the transactions contemplated by this AgreementClosing Date, the Company and its Subsidiaries) to amend, modify or terminate any Company Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or independent contractor any right to employment or continued employment or continued service with Parent or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries), or constitute or create an employment agreement with any employee.

Employee Benefit Matters. (a) Parent agrees that, effective as For a period of the Effective Time and for a one year period following the Effective Time, Parent the Surviving Corporation shall provide, or shall cause Acquisition to be provided, to each employee of the Company or any of its Subsidiaries (each, a “Company Employee”), to the extent they remain employed during such period (i) compensation (including base salary or wages and its subsidiaries incentive compensation opportunities) that is substantially comparable to the compensation provided to such Company Employee immediately prior to the Effective Time and successors (ii) employee benefits that are, in the aggregate, substantially comparable to provide, those persons who, the benefits provided to the Company Employees immediately prior to the Effective Time, were employees of the . Parent shall provide each Company and its subsidiaries and who continue in such Employee whose employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of involuntarily terminated by Parent or the Surviving Corporation, Corporation during the period from the Effective Time through the first anniversary thereof with severance pay equal to one week of base salary or any subsidiary wages per full year of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes service (including years of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of its Subsidiaries before the Effective Time). (b) For all purposes under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employees after the Effective Time (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and predecessor employers before the Effective Time, to the same extent recognized by the as such Company at such time. Parent willEmployee was entitled, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after before the Effective Time, to credit for such service under any corresponding Company Plans, except for purposes of benefit accrual under any final average pay defined benefit plan. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a Company Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) provide for purposes of each Continuing Employee with credit New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Parent shall cause any co-payments eligible expenses incurred by such employee and deductibles paid prior 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 the Effective Time in be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after employee and his or her covered dependents for the Effective Time to the same extent applicable plan year as if those deductibles or co-payments such amounts had been paid in accordance with such New Plan. (c) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to provide that with respect to the Amended and Restated Hilb Rogal & Xxxxx Employee Stock Purchase Plan (“Employee Stock Purchase Plan”), (i) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement; (ii) the last purchase period under the welfare plans Employee Stock Purchase Plan shall end no later than five Business Days prior to the Effective Time, and on such date all amounts allocated to each participant’s account under the Employee Stock Purchase Plan as of such date shall thereupon be used to purchase from the Company whole shares of Company Common Stock at the applicable price for which such employees are eligible after purchase period (taking into account any Company matching contribution), and (iii) the Employee Stock Purchase Plan shall terminate effective immediately prior to the Effective Time. (cd) Parent and Acquisition Prior to the Effective Time, the Board of Directors of the Company shall adopt such resolutions to (i) terminate the Company’s 401(k) plan (the “Company 401(k) Plan”) effective as of immediately prior to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, Effective Time and (ii) fully vest the participants in their account balances under the Company 401(k) Plan effective as of immediately prior to honor the Effective Time. Prior to the Effective Time and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to cause Acquisition the Company 401(k) Plan and/or the tax-qualified defined contribution retirement plan designated by Parent (the “Parent 401(k) Plan”) to honor(i) permit each Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, all rightsincluding of loans) in cash, privileges and modifications shares of Parent Common Stock or notes (in the case of loans) in an amount equal to or with respect the full account balance distributed to any such Company Employee Plans that become effective as a result from the Company 401(k) Plan to the Parent 401(k) Plan or other “eligible retirement plan” (within the meaning of any Section 401(a)(31) of the transactions contemplated by this Agreement.Code) and (ii) obtain from the IRS a favorable determination letter on termination for the Company 401(k)

Employee Benefit Matters. (a) Parent agrees that, effective Effective as of the Effective Time and for a one two-year period following thereafter, the Effective Time, Parent shall provide, or cause Acquisition Company and its subsidiaries the Company Subsidiaries and successors to provide, shall (i) provide those persons Persons who, immediately prior to the Effective Time, were employees ("Company Employees") of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), or the Company Subsidiaries on the Closing Date with employee benefits and compensation no less favorable that are substantially similar in the aggregate to benefits and compensation that are as those provided to the Continuing such Company Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company pursuant to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid Benefit Plans immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (b) Following the Effective Time, the Company will continue to honor, pursuant to the terms thereof, all Employee Agreements for the benefit of any employees and former employees of the Company or any Company Subsidiary, including, without limitation, those Employee Agreements set forth in Section 6.3(b) of the Company Disclosure Letter. (c) Parent and Acquisition (i) to cause Acquisition after consummation As of the Merger contemplated by this Effective Time, the Ameriwood Industries Employee Stock Ownership and Savings Plan and Trust Agreement (the "Company ESOP") will be amended to assumeprovide that the Company ESOP will be frozen with respect to participation and benefit accrual in the part of the Company ESOP that is an employee stock ownership plan and that no further contributions will be made to or distributions will be made from such portion of the Company ESOP; provided, honorhowever, and pay all amounts provided underthat immediately prior to the Effective Time, all the Company Employee Plans shall make a pro rata contribution to the Company ESOP in respect of the plan year, which plan year shall be deemed to have ended at the Effective Time, in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any the terms of the transactions contemplated by Company ESOP and applicable law. The amendment to the Company ESOP will further provide that following the Effective Time, each participant in the Company ESOP will be entitled to direct the investment of the balance in his or her Company ESOP account into one or more of the investment alternatives provided under the 401(k) portion of the Company ESOP (other than Shares), in accordance with the terms of the Company ESOP and applicable law. (d) For purposes of this AgreementSection 6.3, the term "Company Employees" shall mean all employees of the Company and the Company Subsidiaries immediately prior to the Effective Time, including those on disability or leave of absence, paid or unpaid.

Employee Benefit Matters. (a) Parent agrees thatPurchaser shall honor the Company Benefit Plans set forth in the Company’s Disclosure Letter in accordance with the terms of such Company Benefit Plans, effective as except to the extent an alternative treatment is set forth in this Section 5.11 or in Sections 2.10 or 2.11 of this Agreement. Following the Effective Time, Purchaser shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of all Persons who are employees of the Company and its Subsidiaries immediately prior to the Effective Time and for a one year period following whose employment is not specifically terminated at or prior to the Effective TimeTime (a “Continuing Employee”) that, Parent in the aggregate are substantially comparable to the employee benefit and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries; provided, however, in no event shall provideany Continuing Employee be eligible to participate in any frozen plan of Purchaser or its Subsidiaries. (b) At the sole discretion of Purchaser, Purchaser may maintain the Company’s health and welfare plans through the end of the calendar year in which the Effective Time occurs. Notwithstanding the foregoing, if Purchaser determines to terminate one or cause Acquisition and its subsidiaries and successors to providemore of Company’s health and/or welfare plans, those persons who, immediately then at the request of Purchaser made at least thirty (30) days prior to the Effective Time, were employees the Company shall adopt resolutions, to the extent required, providing that one or more of the Company Company’s health and its subsidiaries and who continue welfare plans (excluding any plans that are mutually agreed to in writing between the parties) will be terminated effective immediately prior to the Effective Time (or such later date as requested by Purchaser in writing or as may be required to comply with any applicable advance notice or other requirements contained in such employment ("Continuing Employees")plans) and shall arrange for termination of all corresponding insurance policies, with benefits service agreements and compensation related arrangements effective on the same date to the extent not prohibited by the terms of such arrangements. Notwithstanding the foregoing, no less favorable in the aggregate to benefits and compensation that are provided to coverage of any of the Continuing Employees as or their dependents shall terminate under any of the date of this Agreement. (b) Except with respect Company’s health and welfare plans prior to accruals under any defined benefit pension plan, at such the time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans Employees or arrangements maintained by Parenttheir dependents, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent willas applicable, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be become eligible to participate in after the Effective Timehealth plans, programs and (ii) provide each benefits common to all employees of Purchaser and its Subsidiaries and their dependents and, consequently, no Continuing Employee with shall experience a gap in coverage. Continuing Employees who become covered under health plans, programs and benefits of Purchaser or any of its Subsidiaries shall receive credit for any co-payments and deductibles paid under the Company’s health plan for the plan year in which coverage commences under Purchaser’s health plan and shall not be subject to any pre-existing conditions under any such plans. Terminated Company employees and qualified beneficiaries will have the right to continued coverage under group health plans of Purchaser in accordance with COBRA. (c) Purchaser shall cause each Purchaser Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the Purchaser Benefit Plans (but not for purposes of benefit accrual) the service of such employees with Company to the same extent as such service was credited for such purpose by Company; provided, however, that such service shall not be recognized: (i) under the Purchaser’s ESOP, (ii) to the extent that such recognition would result in a duplication of benefits under any of the Purchaser Benefit Plans, or (iii) to the extent, at the sole discretion of Purchaser, the cash value of unused paid time-off is paid to Continuing Employees at the Effective Time. The value of each Company employee’s unused paid time-off is set forth in the Company’s Disclosure Letter. This Agreement shall not be construed to limit the ability of Purchaser to terminate the employment of any Company employee or to review any employee benefit plan or program from time to time and to make such changes (including terminating any such plan or program) as Purchaser deems appropriate. (d) The Company shall take all necessary and appropriate actions to cause the Company 401(k) Plan to be frozen as to future contributions effective immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible and Purchaser shall take all necessary and appropriate actions to allow the Continuing Employees to participate in Purchaser’s 401(k) Plan on the first day immediately following the Effective Time. If requested in writing by Purchaser no later than thirty (30) days prior to Closing, the Company will also take all necessary steps to terminate the Company 401(k) Plan immediately prior to the Effective Time, subject to the occurrence of the Effective Time, and if further requested, shall prepare and submit a request to the IRS for a favorable determination letter on termination. If Purchaser requests that the Company apply for a favorable determination letter, then prior to the Effective Time, Company shall take all such actions as are necessary (determined in consultation with Purchaser) to submit the application for favorable determination letter in advance of the Effective Time, and following the Effective Time, Purchaser shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the Company 401(k) Plan as may be required by the IRS as a condition to its issuance of a favorable determination letter). Prior to the Effective Time, the Company, and following the Effective Time, Purchaser, will adopt such amendments to the Company 401(k) Plan to effect the provisions of this Section 5.11(d). In the event Purchaser requests the Company to submit an application to the IRS for a determination letter, Company 401(k) Plan participants who are terminated at or after the Closing, but prior to the receipt of the IRS determination letter, may elect to receive a distribution from the Company 401(k) Plan upon termination of their employment. Purchaser shall take any and all actions as may be required to permit Continuing Employees to roll over their account balances in the Company’s 401(k) Plan into Purchaser’s 401(k) Plan. (e) Purchaser agrees that each full-time Company employee who is involuntarily terminated by Purchaser (other than for “Cause” as determined by Purchaser) or who voluntarily terminates employment for “Good Reason” (as defined below) within six months following the Effective Time and who is not covered by a separate severance, change in control or employment agreement shall, upon executing an appropriate release in the form reasonably determined by Purchaser, receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at the Company, with a minimum equal to four weeks of base pay and a maximum equal to twenty-six (26) weeks of base pay. For purposes of calculating the number of years of service, fractional years of service shall be rounded up or down to the same extent nearest full year. For purposes of calculating base pay, Company employees who are paid on an hourly basis shall be deemed to have a base pay equal to the employee’s average weekly compensation over the two months prior to the termination date; provided that, in no event shall an employee’s base pay for this purpose be less than the employee’s base pay with the Company as if those deductibles in effect immediately prior to Closing. For employees whose compensation is determined in whole or co-payments had been in part on the basis of commission income, “base pay” shall include base salary or total hourly wages paid under plus commissions earned during the welfare plans for which such employees are eligible after the Effective Time. most recent twelve (c12) Parent and Acquisition (i) to cause Acquisition after consummation months ended as of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective date of termination of employment. Purchaser will offer Xxxxxxx Savings employees whose jobs are eliminated as a result of any the Bank Merger priority in applying for open positions within Purchaser and Kearny Bank. Any employee of the transactions contemplated Company who has or is a party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement that provides for any payment that may be triggered by a termination, including a termination following the Merger, shall not receive the severance benefits as provided in this AgreementSection but will receive the payment specified in such agreement or arrangement. “Good Reason” means a material decrease in the total amount of the employee’s base salary below its level in effect on the Effective Date without the employee’s prior written consent or a material geographical relocation of the employee without the employee’s prior written consent, which shall be deemed to mean relocation to an office more than twenty-five (25) miles from the employee’s location on the Effective Date.

Employee Benefit Matters. (a) Parent agrees thatThe Company, Company LP and each Company Subsidiary (as applicable) shall terminate the employment of each employee of the Company, Company LP or any Company Subsidiary, excluding any such employee with a Company Employment Agreement with respect to the Company Employment Agreements set forth on Section 7.15(b) of the Company Disclosure Letter (which shall be governed by Section 7.15(b)), effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective TimeClosing. With respect to any such employee of the Company, were employees Company LP or any Company Subsidiary as to whom The RMR Group LLC, a Maryland limited liability company (“RMR LLC”), prior to the Closing, does not offer comparable employment with comparable compensation for a position with comparable responsibilities at or within fifty (50) miles of such employee’s primary location of work as of immediately prior to the Closing, Parent will cause the Partnership Surviving Entity to pay each such employee the severance benefits that such employee is eligible to receive, calculated pursuant to the formula set forth in the Company Severance Guidelines, effective June 13, 2016 (the “Severance Guidelines”) in accordance with such Severance Guidelines (regardless of any discretionary right on the part of the Company and its subsidiaries and who continue in to pay or not pay such employment ("Continuing Employees"amounts under the Severance Guidelines), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except Effective as of the Closing, the employment of each employee of the Company, Company LP or any Company Subsidiary who is a party to a Company Employment Agreement set forth in Section 7.15(b) of the Company Disclosure Letter shall be terminated pursuant to the terms thereof. From and after the Closing Date, Parent shall, and shall cause the REIT Surviving Entity, the Partnership Surviving Entity or their respective Affiliates to, honor the terms of such Company Employment Agreements, including the payment of amounts or other benefits to which such employees are entitled in connection with respect such termination (which payment, for the avoidance of doubt, will be calculated with such termination being deemed to accruals have occurred within the “Change in Control Protection Period” under each of the Company Employment Agreement), subject in each case to such employee’s compliance with the provisions of the Company Employment Agreements applicable to such employee. (c) Prior to the Closing, Parent may request RMR LLC to offer “at will” employment to some or all of the property level employees of the Company, Company LP or any Company Subsidiary. The Company and Company LP shall, and shall cause the Company Subsidiaries to, provide RMR LLC with reasonable access to any and all of their employees to permit RMR LLC, at its discretion, to discuss offers of employment with any such employees and the terms of any associated employment related documents, and to cooperate with RMR LLC in the transitioning of any such employees to be employees of RMR LLC as of the Closing Date. (d) Parent shall cause RMR LLC to credit each employee of the Company, Company LP or any Company Subsidiary hired by RMR LLC with his or her years of service with the Company, Company LP and any of the Company Subsidiaries and their respective Affiliates (and any additional service with any predecessor employer) before the Closing for purposes of eligibility, severance, waiting periods, vesting and determination of level of benefits under the compensation and benefit plans, programs, agreements and arrangements of RMR LLC and any of its subsidiaries or Affiliates providing benefits to any employees hired by RMR LLC after the Closing (collectively, the “New Plans”), including for purposes of accrual of vacation and other paid time off and severance benefits under New Plans (but excluding any New Plan that is a defined benefit pension planplan or that is established after the Closing or that does not recognize service prior to its adoption), at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by as such employee was entitled, before the Closing, to credit for such service under any similar Company at Benefit Plan, except where such timecredit would result in a duplication of benefits. Parent willIn addition, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived permitted under the New Plans, Parent shall cause RMR LLC to use commercially reasonable efforts, but without cost to RMR LLC and without a potential for a resulting increase in the cost of or rates under the New Plans, to cause any eligible expenses incurred by any employee of the Company's then-existing welfare plans), exclusions Company LP or any Company Subsidiary hired by RMR LLC and waiting periods with respect to participation and coverage requirements applicable to his or her covered dependents under a Company Benefit Plan during the Continuing Employees under any welfare portion of the plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid year prior to the REIT Merger Effective Time in to be taken into account under such New Plan for purposes of satisfying any applicable deductible or all deductible, co-insurance, co-payment and maximum out-of-pocket requirements under any welfare plans that applicable to such employees are eligible to participate in after employee and his or her covered dependents for the Effective Time to applicable plan year of the same extent New Plan as if those deductibles or co-payments such amounts had been paid under the welfare plans for which in accordance with such employees are eligible after the Effective TimeNew Plan. (ce) At or immediately after the REIT Merger Effective Time, Parent and Acquisition shall pay, or shall cause the REIT Surviving Entity, the Partnership Surviving Entity or their respective Affiliates to pay, to each individual who, prior to the Closing Date, was an employee of the Company, Company LP or any Company Subsidiary, as applicable, (i) if the Closing Date occurs before December 31, 2017, a pro-rata portion of any annual cash incentive in respect of the Company’s 2017 fiscal year in an amount equal to the product of (x) the amount that such employee would have been entitled to receive under the Company’s applicable annual incentive bonus program, based on the target level of achievement under such program and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Closing Date, and the denominator of which is 365; or (ii) if the Closing Date occurs on or after December 31, 2017, an amount equal to any unpaid annual cash incentive in respect of the Company’s 2017 fiscal year that such employee earned (i.e., is entitled to receive) under the Company’s applicable annual incentive bonus program (based on actual achievement for such fiscal year as determined by the Company Board). (f) The Company or Company LP, as applicable, shall, no later than ten (10) days prior to the Closing Date, adopt resolutions of the Company or Company LP, as applicable, Board (the form and substance of which resolutions shall be subject to the prior review and approval of Parent, which approval will not be unreasonably withheld, delayed or conditioned) to authorize the termination of the First Potomac Realty Investment, LP 401(k) Plan effective at least one (1) day prior to the Closing Date. (g) Parent shall take all action necessary to cause Acquisition after consummation RMR LLC to provide to (i) each employee of Company, Company LP or any Company Subsidiary who has elected continuation coverage under COBRA prior to or as of immediately prior to the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their termsClosing, and (ii) each employee of the Company, Company LP or any Company Subsidiary who does not accept an offer of employment with RMR LLC, and all eligible dependents of each Person set forth in clause (i) and (ii), an ability to honor and to cause Acquisition to honor, all rights, privileges and modifications to elect (or continue) COBRA continuation coverage for the maximum period available (or remaining with respect to a prior election) under COBRA. (h) Nothing contained herein shall be construed as requiring Parent, the REIT Surviving Entity, the Partnership Surviving Entity or their Affiliates to continue any such Company Employee Plans that become effective as a result specific employee benefit plans or to continue the employment of any of the transactions contemplated by this Agreementspecific Person. Nothing contained herein shall be construed as an amendment to any Company Benefit Plan or any other compensation or benefit plan or arrangement for any purpose.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent shall, and shall providecause its Subsidiaries (including the Surviving Corporation) to, honor and provide for payment of all accrued obligations and benefits, including but not limited to any bonus payments earned in respect of fiscal 1998 but not yet paid, under all Company Plans and employment or cause Acquisition severance agreements between Company and persons who are or had been employees of Company or any of its subsidiaries and successors to provide, those persons who, immediately Subsidiaries at or prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment Time ("Continuing Covered Employees"), all in accordance with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreementtheir respective terms. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation From and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, Parent shall, and shall cause its Subsidiaries (iiincluding the Surviving Corporation) to, provide each Continuing Employee with Covered Employees who remain in the employ of Parent or any such Subsidiary employee benefits that are reasonably comparable to the employee benefits provided to similarly situated employees of Parent or any such Subsidiary who are not Covered Employees. To the extent that Covered Employees are included in any benefit plan of Parent or its Subsidiaries, Parent agrees that the Covered Employees shall receive credit under such plan for any co-payments and deductibles paid service prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time with Company and its Subsidiaries to the same extent as if those such service was counted under similar Company Plans for purposes of eligibility, vesting, eligibility for retirement (but not for benefit accrual) and, with respect to vacation, disability and severance, benefit accrual. To the extent that Covered Employees are included in any medical, dental or health plan other than the plan or plans they participated in at the Effective Time, no such plans shall include pre-existing condition exclusions, except to the extent such exclusions were applicable under the similar Company Plan at the Effective Time, and all such plans shall provide credit for any deductibles or and co-payments had been paid under applied or made with respect to each Covered Employee in the welfare plans for which such employees are eligible after calendar year of the Effective Timechange. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by Notwithstanding anything in this Agreement to assumethe contrary, honorfrom and after the Effective Time, the Surviving Corporation will have sole discretion over the hiring, promotion, retention, firing and pay all amounts other terms and conditions of the employment of employees of the Surviving Corporation. Except as otherwise provided underin this Section 6.7, all nothing herein shall prevent Parent or the Surviving Corporation from amending or terminating any Company Employee Plans Plan in accordance with their its terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time From and for a one year period following after the Effective Time, Parent Acquiror shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were provide employees of the Company and its subsidiaries and Subsidiaries (“Company Employees”) who continue in such employment as employees of Acquiror or any of its Subsidiaries with pension and welfare benefits under employee benefit plans ("Continuing Employees"), with benefits and compensation “Acquiror Benefit Plans”) no less favorable in the aggregate to benefits and compensation that are than those currently provided to the Continuing Employees as similarly situated employees of the date of this Agreement. (b) Except with Acquiror or its Subsidiaries. With respect to accruals under any defined benefit pension planeach Acquiror Benefit Plan in which Company Employees participate after the Effective Time, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of determining vesting and eligibility for benefits (including severance benefits and vesting under such employee benefit plans or arrangements maintained by Parentvacation entitlements) thereunder, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of Subsidiary (or predecessor employers to the extent the Company to provides past service credit) shall be treated as service with Acquiror; provided, that such service shall not be recognized for the same extent recognized by the Company at such time. Parent willpurposes of qualifying for subsidized early retirement benefits, if any, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were recognition would result in a duplication of benefits or to the extent that such service was not waived recognized under the Company's thenapplicable Company Benefit Plan. If applicable and to the extent possible under Acquiror Benefit Plans (as reasonably amended to the extent necessary in accordance with applicable Law), Acquiror shall cause any and all pre-existing welfare plans)condition (or actively at work or similar) limitations, exclusions and eligibility waiting periods and evidence of insurability requirements under any Acquiror Benefit Plans to be waived with respect to participation such Company Employees and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be their eligible to participate in after the Effective Time, dependents and (ii) shall provide each Continuing Employee them with credit for any co-payments payments, deductibles, and deductibles paid prior to offsets (or similar payments) made during the plan year including the Effective Time in for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under any welfare plans that such employees Acquiror Benefit Plans in which they are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition . Notwithstanding the foregoing, nothing contained herein shall obligate the Company, the Acquiror or any of their Affiliates to (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all maintain any particular Company Employee Plans in accordance with their terms, and Benefit Plan or (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result retain the employment of any of the transactions contemplated by this Agreementparticular employee.

Employee Benefit Matters. (a) Prior to the Closing Date, Parent agrees thatand its Affiliates shall take all steps as are reasonably required to (i) transfer the employment of each individual who is a Business Employee to a Business Company and assign any employment agreement and the appropriate portion of any restrictive covenants agreement, effective confidentiality and similar agreements (“Business Employee Arrangements”) with such individual to the appropriate Business Company entity; and (ii) transfer the employment of each employee of a Business Company who is not a Business Employee from the Business Companies to Parent or one of its Affiliates, other than a Business Company and assign any employment agreement and the appropriate portion of any restrictive covenants agreement, confidentiality and similar agreements with such individual to the appropriate entity of Parent and its Affiliates (other than the Business Companies); provided, that Parent and its Affiliates shall under no circumstances be required to provide any individual with any additional compensation in order to effect any such transfers and the foregoing shall not apply to Automatic Transfer Employees. Except as prohibited by applicable Law, each Business Employee who is principally employed in the United States and who is not actively at work as of the Effective Time Closing Date due to long-term disability leave (or short-term disability leave that could reasonably be expected to turn into long-term disability leave) and participates in Benefit Plans that provide disability benefits that are not Assumed Benefit Plans (each, a “U.S. Inactive Employee”) shall become and remain an employee of one of the Sellers or one of its Affiliates (other than a Business Company) until and unless the U.S. Inactive Employee becomes available for a one year period and able to return to active work within the 180 days following the Effective TimeClosing Date (or such longer period as required by applicable Law), Parent upon which Buyer or one of its Subsidiaries shall provide, or cause Acquisition offer employment to such U.S. Inactive Employee effective upon the date such U.S. Inactive Employee is available for and its subsidiaries able to return to active work at which time such U.S. Inactive Employee shall be considered a Transferred Employee on and successors to provide, those persons who, immediately prior after (and solely with respect to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of period following) the date on which he or she commences employment with Buyer or one of its Affiliates (including the Business Companies) for purposes of this Agreement. (b) Except with respect to accruals under any defined benefit pension planFor a period of one (1) year following the Closing Date (the “Continuation Period”), at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving CorporationBuyer shall provide, or any subsidiary cause its Affiliates (including, after the Closing, the Business Companies) to provide, to each Transferred Employee who remains employed by Buyer or one of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries toAffiliates, (i) waive a base salary or wage rate and target annual bonus opportunities (provided that such bonuses may be paid in the form of cash or in equity), that are, in each case, no less favorable than those provided to such Transferred Employee immediately prior to Closing, (ii) other compensation and benefits (excluding equity or equity-related incentives, enhanced redundancy payments, retention, change in control, transaction or similar bonuses and arrangements, defined benefit pension, retiree health and welfare benefits, non-qualified retirement benefits and non-qualified deferred compensation and any payments or benefits provided under the Specified Benefit Plans) that, in the aggregate, are substantially comparable to those provided to such Transferred Employee immediately prior to Closing; provided that, for the period between January 1, 2022 and the end of the Continuation Period, such benefits may instead be, in the aggregate, substantially comparable to either (A) the benefits and other compensation provided under the Benefit Plans or (B) those provided to similarly situated employees of Buyer or one or more of its Affiliates and (iii) severance payments and benefits (excluding any payments or benefits under the Scientific Games Corporation Change in Control Protection Plan) that are no less favorable than those provided to such Transferred Employee immediately prior to Closing; provided that, Buyer shall provide each Transferred Employee during the period from the Closing Date through December 31, 2022, base salary, wage rate, target annual bonus opportunities and annual equity incentive opportunities, that are substantially comparable in the aggregate to the base salary, wage rate, target annual bonus opportunities and equity incentive opportunities provided to such Transferred Employee during the 2021 calendar year (excluding any payments or benefits provided under the Specified Benefit Plans). Notwithstanding anything to the contrary in this Agreement, nothing herein shall confer upon any Business Employee or any other employee of the Business Companies or any of their Affiliates any right to continued employment with the Business Companies or its Affiliates, nor shall anything herein interfere with the right of Buyer or its Affiliates to terminate the employment of any of the Business Employees at any time after the Closing Date, without or without cause. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that any changes to compensation and benefits in connection with Buyer’s good faith response to COVID-19 shall not constitute a breach or violation of this Section 5.04(b). (c) Buyer shall, and shall cause its Affiliates (including, after the Closing, the Business Companies) to, use commercially reasonable efforts to cause any plans, programs, agreements or arrangements established or maintained by Buyer or any of its Affiliates (including, after the Closing, the Business Companies) under which the Transferred Employees are eligible to participate to recognize each Transferred Employee’s service with Parent and its Affiliates (including the Business Companies) and any predecessor thereof (to the extent such service was recognized by Parent and its Affiliates (including the Business Companies) under a substantially similar Benefit Plan), for all limitations as purposes, including determining eligibility to preexisting conditions participate, and benefit accruals (excluding for any purpose under defined benefit or retiree health or welfare plans or equity or equity-based compensation plans or non-qualified deferred compensation plans or any similar plans); provided, however, that such service need not be recognized for any purpose where service credit for the applicable period is not provided to participants generally or to the extent that such recognition would result in any duplication of benefits. (d) Without limiting the generality of Section 5.04(b), Buyer shall, and shall cause its Affiliates (including, after the Closing, the Business Companies) to, use commercially reasonable efforts to (i) waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any employee health or other welfare benefit plan maintained by Buyer or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, except to the extent that such limitations were pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable comparable Benefit Plan immediately prior to the Continuing date upon which such Transferred Employees who participate under such comparable Benefits Plans under the Transition Services Agreement cease participation in any welfare plan that such employees may be eligible to participate in after comparable Benefits Plans (the Effective Timeapplicable such date, a “Benefits Transition Date”) and (ii) provide each Continuing Employee with full credit for any co-payments and deductibles paid prior to made or incurred by each Transferred Employee (and his or her eligible dependents) during the Effective Time calendar year in which the applicable Benefits Transition Date occurs for purposes of satisfying any applicable the deductible and co-payment limitations under the relevant welfare benefit plans in which such Transferred Employee (and his or out-of-pocket requirements under any welfare plans that such employees are her eligible dependents) will be eligible to participate in from and after the Effective Time to applicable Benefits Transition Date and for the same extent as if those deductibles or co-payments had been paid under the welfare plans for plan year in which such employees are eligible after the Effective TimeBenefits Transition Date occurs; provided that Parent shall have timely provided to Buyer sufficient information and documentation for Buyer to comply with this Section 5.04(d). (ce) Parent and Acquisition Buyer intend that the Transactions should not constitute a layoff or separation, termination or severance of employment of any Business Employee prior to or upon the occurrence of the Closing Date, including for purposes of any Benefit Plan that provides for severance or similar benefits. Without limiting anything to the contrary herein, (i) Parent and its Affiliates (excluding the Business Companies) shall take all steps as are reasonably required to cause Acquisition after consummation take the actions provided on Section 5.04(e)(i) of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, Parent Disclosure Letter and (ii) Buyer and its Affiliates (including, following the Closing, the Business Companies) shall take all steps as are reasonably required to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any take the actions provided on Section 5.04(e)(ii) of the transactions contemplated by this AgreementParent Disclosure Letter. (i) No later than the date upon which the 401(k) Employees cease active participation in the Parent 401(k) Plan (which shall occur once the applicable service under the Transition Services Agreement is terminated) (the “401(k) Transition Date”), Buyer shall, or shall cause its Affiliates (including the Business Companies) to, 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 (collectively, the “Buyer 401(k) Plan”) that will provide benefits to the 401(k) Employees. Effective as of the asset transfer specified in Section 5.04(f)(ii), the Buyer 401(k) Plan shall assume and be solely responsible for all liabilities relating to the 401(k) Employees’ accounts in the Parent 401(k) Plan. Buyer or its Affiliates (including the Business Companies) shall be solely responsible for all ongoing rights of or relating to the 401(k) Employees for future participation (including, but not limited to, the right to make contributions through payroll deductions) in the Buyer 401(k) Plan. (ii) Effective as of or as soon as administratively practicable after the 401(k) Transition Date, Parent shall cause the account balances (including, but not limited to, any outstanding loan balances) in the Parent 401(k) Plan attributable to the 401(k) Employees to transfer to the Buyer 401(k) Plan in the form of (A) promissory notes, to the extent the account balances represent outstanding loans and (B) cash, to the extent the account balances do not represent outstanding loans (collectively, the “401(k)

Employee Benefit Matters. (a) Parent agrees that, effective as of the Effective Time and for a one year period following Following the Effective Time, Parent Purchaser shall provide, maintain or cause Acquisition to be maintained employee benefit plans and its subsidiaries and successors to provide, those compensation opportunities for the benefit of all persons who, immediately prior to the Effective Time, were who are employees of the Company and its subsidiaries Subsidiaries immediately prior to the Effective Time and who continue in such whose employment is not specifically terminated at or prior to the Effective Time ("a “Continuing Employees")Employee”) that, with benefits and compensation no less favorable in the aggregate are substantially comparable to benefits the employee benefit and compensation opportunities that are provided generally made available to the similarly situated employees of Purchaser or its Subsidiaries; provided, however, in no event shall any Continuing Employees as Employee be eligible to participate in any frozen plan of the date of this AgreementPurchaser or its Subsidiaries. (b) Except with respect Prior to accruals under any defined benefit pension planthe Effective Time, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent willshall adopt resolutions, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent required, providing that such limitations were not waived under the Company's then-existing ’s health and welfare plans as set forth on the Company’s Disclosure Schedule will be terminated effective immediately prior to the Effective Time (or such later date as requested by Purchaser in writing or as may be required to comply with any applicable advance notice or other requirements contained in such plans)) and shall arrange for termination of all corresponding insurance policies, exclusions service agreements and waiting periods with respect related arrangements effective on the same date to participation the extent not prohibited by the terms of such arrangements, and provided that no Continuing Employee shall experience a gap in coverage. Notwithstanding the foregoing, no coverage requirements applicable to of any of the Continuing Employees or their dependents shall terminate under any of the Company’s health and welfare plan that plans prior to the time such employees may be Continuing Employees or their dependents, as applicable, become eligible to participate in after the Effective Timehealth plans, programs and (ii) provide each benefits common to all employees of Purchaser and its Subsidiaries and their dependents and, consequently, no Continuing Employee with shall experience a gap in coverage. Continuing Employees who become covered under health plans, programs and benefits of Purchaser or any of its Subsidiaries shall receive credit for any co-payments and deductibles paid under the Company’s health plan for the plan year in which coverage commences under Purchaser’s health plan and shall not be subject to any preexisting conditions under any such plans. Terminated Company employees and qualified beneficiaries will have the right to continued coverage under group health plans of Purchaser in accordance with COBRA. (c) Continuing Employees shall not receive prior service credit for benefit accrual purposes under any of Purchaser’s compensation and benefit plans, programs or policies, except for Purchaser’s vacation and sick leave programs. Continuing Employees will receive credit for service with Purchaser for purposes of vesting and determination of eligibility to participate in Purchaser’s 401(k) plan and Employee Stock Ownership Plan. The Company shall take all necessary and appropriate actions to cause the Company’s 401(k) plan to be frozen as to future contributions effective immediately prior to the Effective Time and the Purchaser shall take all necessary and appropriate actions to allow the Continuing Employees to participate in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are the Purchaser’s 401(k) Plan on the first day immediately following the Effective Time. If requested in writing by Purchaser, the Company will also take all necessary steps to terminate the Company’s 401(k) plan immediately prior to the Effective Time. Continuing Employees shall be eligible to participate in United Bank’s Annual Incentive Plan. (d) Purchaser agrees that each full-time Company employee who is involuntarily terminated by Purchaser (other than for “Cause” as determined by Purchaser) or voluntarily resigns after being notified that, as a condition to employment, such Continuing Employee’s base salary will be materially decreased at the Effective Time or within one year of the Effective Time and who is not covered by a separate severance, change in control or employment agreement shall, upon executing an appropriate release in the form reasonably determined by Purchaser, receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at the Company, with a maximum equal to 52 weeks of base pay. For purposes of calculating the number of years of service, fractional years of service shall be rounded up or down to the same extent as if those deductibles or co-payments had been nearest full year, except no employee shall receive less than two weeks of base pay. For purposes of calculating base pay, Company employees who are paid under on an hourly basis shall be deemed to have a base pay equal to the welfare plans for which such employees are eligible after employee’s average weekly compensation over the Effective Time. (c) Parent and Acquisition (i) two months prior to cause Acquisition after consummation the termination date. For these purposes, “Cause” shall mean termination due to the employee’s personal dishonesty, willful misconduct, any breach of the Merger contemplated by this Agreement fiduciary duty involving personal profit, intentional failure to assumeperform stated duties, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result willful violation of any of the transactions contemplated by this Agreementlaw, rule or regulation (other than minor traffic violations or similar offenses) or final cease-and-desist order.