Common use of Employee Benefit Plans; Existing Agreements Clause in Contracts

Employee Benefit Plans; Existing Agreements. (a) From and after the Effective Time, the employees of Newcourt and the Newcourt Subsidiaries as of the Effective Time (the "Newcourt Employees") shall continue to participate in Newcourt's employee benefit and compensation plans in which they currently participate or, at CIT's discretion, in CIT's employee benefit and compensation plans or a combination thereof. Prior to December 31, 2000, CIT shall not, and shall not permit any of its Subsidiaries to, modify or amend the benefit programs applicable to Newcourt Employees in any manner which would cause the benefits provided to such employees under such plans in the aggregate, to be less favorable than those provided to Newcourt Employees under such plans immediately prior to the Effective Time except to the extent agreed to by Messrs. Gamper and Xxxxxx of New CIT. The foregoing limitation on CIT's and its subsidiaries' right to amend or modify the compensation plans does not apply to Newcourt employees who have employee contracts with New CIT. Without limiting the generality of the foregoing, from and after the Effective Time, CIT shall continue to maintain Newcourt's share loan program (including the related financial support thereof) with respect to participants in such program as of the Effective Time for the sole purpose of permitting participants in the program at the Effective Time to repay outstanding loans without adverse amendment or adverse alteration in the administration thereof for so long as any loans remain outstanding thereunder. (b) Following December 31, 2000 (or such earlier date that a Newcourt Employee commences participation in a plan), with respect to each deferred compensation plan, incentive compensation plan, equity compensation plan, "welfare" plan, fund or program, "pension" plan, fund or program; each termination or severance plan or program; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, in which Newcourt Employees participate (the "New CIT Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits or post-retirement welfare benefits), service with Newcourt (or predecessor employers to the extent Newcourt provides past service credit) shall be treated as service with New CIT. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each New CIT Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Newcourt Plan. Newcourt Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New CIT Plan. (c) Not later than March 15, 2000 (the "1999 Bonus Payment Date"), in addition to any amounts that the Newcourt Employees shall have earned under CIT's incentive bonus plans in 1999, CIT shall, or shall cause Newcourt to, pay to each Newcourt Employee who is employed on the Bonus Payment Date a pro-rata 1999 bonus under Newcourt's incentive bonus plans in respect of the period from January 1, 1999 through the Closing Date based on Newcourt's annualized performance (without regard to the effect (including the cost) of any actions taken by Newcourt or any of the Newcourt Subsidiaries in contemplation of the Arrangement or at the request of CIT) from January 1, 1999 through the end of the last full month prior to consummation of the Arrangement; provided, however, that if, prior to the 1999 Bonus Payment Date, any Newcourt Employee is terminated other than for cause, CIT shall, or shall cause Newcourt to, pay to such Newcourt Employee on the date of termination the pro-rata 1999 bonus that would have otherwise been payable to such employee on the 1999 Bonus Payment Date. The provisions of this Section 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) As of the Effective Time, CIT shall assume and honor and shall cause the appropriate Subsidiaries of CIT to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between Newcourt or any of its Subsidiaries and any director, officer or employee thereof and whether or not disclosed in the Newcourt Disclosure Schedule. CIT acknowledges and agrees that the Arrangement constitutes a "Change in Control" for all purposes pursuant to such agreements and arrangements. The provisions of this Section 7.7(d) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (e) Prior to the Effective Time, Newcourt shall amend or cause to be amended the Newcourt Credit Group Inc. Savings and Investment Plan (the "Savings Plan") so that, as of the Effective Time, participants in the Savings Plan will not be permitted to transfer balances into, make contributions to, or have contributions made to, the Newcourt Common Share investment option under the Savings Plan. (f) Newcourt and CIT shall take all such steps as may be required to provide that, with respect to each Section 16 Affiliate (as defined below), (i) the transactions contemplated by this Agreement and the Plan of Arrangement, and (ii) any other acquisitions of CIT equity securities (including derivative securities) in connection with this Agreement or the Plan of Arrangement, shall be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with the terms and conditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. For purposes of this

Employee Benefit Plans; Existing Agreements. (a) From and after During the period commencing at the Effective TimeTime and ending on the first anniversary thereof, the employees Buyer shall provide each employee of Newcourt Seller and the Newcourt its Subsidiaries as of who continues to be employed by Buyer or its Subsidiaries immediately following the Effective Time (a “Continuing Employee”) with base salary, incentive compensation opportunities and employee benefits that are no less favorable in the "Newcourt Employees") shall continue to participate in Newcourt's aggregate than the base salary, incentive compensation opportunities and employee benefit and compensation plans in which they currently participate or, at CIT's discretion, in CIT's employee benefit and compensation plans benefits provided by Seller or a combination thereof. Prior to December 31, 2000, CIT shall not, and shall not permit any of its Subsidiaries to, modify or amend the benefit programs applicable to Newcourt Employees in any manner which would cause the benefits provided to such employees under such plans in the aggregate, to be less favorable than those provided to Newcourt Employees under such plans Continuing Employee immediately prior to the Effective Time except to the extent agreed to by Messrs. Gamper and Xxxxxx of New CIT. The foregoing limitation on CIT's and its subsidiaries' right to amend or modify the compensation plans does not apply to Newcourt employees who have employee contracts with New CIT. Without limiting the generality of the foregoing, from and after the Effective Time, CIT shall continue to maintain Newcourt's share loan program (including the related financial support thereof) with respect to participants in such program as of the Effective Time for the sole purpose of permitting participants in the program at the Effective Time to repay outstanding loans without adverse amendment or adverse alteration in the administration thereof for so long as any loans remain outstanding thereunder. (b) Following December 31, 2000 (or such earlier date that a Newcourt Employee commences participation in a plan), with respect Buyer shall provide to each deferred compensation planContinuing Employee who has been employed by Seller or any Subsidiary for at least six months (other than any employee who is party to an employment agreement, incentive compensation planseverance agreement, equity compensation plan, "welfare" plan, fund or program, "pension" plan, fund or program; each termination or severance plan or program; and each other employee benefit plan, fund, program, retention agreement or arrangement, in each case, in which Newcourt Employees participate (the "New CIT Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including change-in-control agreement that provides for severance benefits and vacation entitlement (but not for accrual of pension benefits or post-retirement welfare benefits)) whose employment terminates involuntary, service with Newcourt (or predecessor employers to the extent Newcourt provides past service credit) shall be treated as service with New CIT. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each New CIT Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Newcourt Plan. Newcourt Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New CIT Plan. (c) Not later than March 15, 2000 (the "1999 Bonus Payment Date"), in addition to any amounts that the Newcourt Employees shall have earned under CIT's incentive bonus plans in 1999, CIT shall, or shall cause Newcourt to, pay to each Newcourt Employee who is employed on the Bonus Payment Date a pro-rata 1999 bonus under Newcourt's incentive bonus plans in respect of the period from January 1, 1999 through the Closing Date based on Newcourt's annualized performance (without regard to the effect (including the cost) of any actions taken by Newcourt or any of the Newcourt Subsidiaries in contemplation of the Arrangement or at the request of CIT) from January 1, 1999 through the end of the last full month prior to consummation of the Arrangement; provided, however, that if, prior to the 1999 Bonus Payment Date, any Newcourt Employee is terminated other than for “cause, CIT shall, or shall cause Newcourt to, pay to such Newcourt Employee ,” during the period commencing at the Effective Time and ending on the date six-month anniversary thereof severance benefits equal to two weeks’ base salary (as determined at the time of termination termination) for each full year of employment by Seller and/or its Subsidiaries, including service with Buyer and its Subsidiaries as the pro-rata 1999 bonus that would have otherwise been payable successor thereto, with proration for any partial year of service, subject to such employee on the 1999 Bonus Payment Date. The provisions a minimum of this Section 7.7(cfour (4) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) As of the Effective Time, CIT shall assume and honor and shall cause the appropriate Subsidiaries of CIT to assume and to honor in accordance with their terms all employment, weeks’ severance and other compensation agreements and arrangements existing prior to the execution a maximum of this Agreement which are between Newcourt or any of its Subsidiaries and any directorsixteen (16) weeks’ severance, officer or employee thereof and whether or not disclosed in the Newcourt Disclosure Schedule. CIT acknowledges and agrees that the Arrangement constitutes a "Change in Control" for all purposes pursuant to such agreements and arrangements. The provisions of this Section 7.7(d) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (e) Prior to the Effective Time, Newcourt shall amend or cause to be amended the Newcourt Credit Group Inc. Savings and Investment Plan (the "Savings Plan") so provided that, as a condition of the Effective Timereceipt of such severance, participants an employee shall have entered into a release of claims against the Surviving Corporation, the Surviving Bank, Seller, the Subsidiaries of Seller and their respective affiliates in a form mutually agreed to by Buyer and Seller and such release shall have become irrevocable no later than sixty (60) days after termination of the employee’s employment. As used herein, “cause” shall mean termination because of the employee’s material personal dishonesty in the Savings Plan will not be permitted course and scope of his or her employment, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to transfer balances intoperform stated duties or willful violation of any law, make contributions torule, or have contributions made toregulation (other than traffic violations or similar violations), “base salary” shall mean an employee’s annual salary or annual compensation computed on an hourly basis, excluding bonuses, commissions, perquisites, benefits or similar payments, and “year of employment” shall mean each full 12-month period of service from the Newcourt Common Share investment option under latest date of hire. Any severance hereunder shall paid in the Savings Plan. form of a single lump sum cash payment as soon as practicable (fand no later than thirty (30) Newcourt and CIT days) following the date on which the release required hereunder shall take all such steps as may be irrevocable, unless required to provide that, with respect to each be delayed under Section 16 Affiliate (as defined below), (i409A(a)(2)(B)(i) of the transactions contemplated by this Agreement and the Plan of Arrangement, and (ii) any other acquisitions of CIT equity securities (including derivative securities) in connection with this Agreement or the Plan of Arrangement, shall be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with the terms and conditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. For purposes of thisCode.

Employee Benefit Plans; Existing Agreements. (a) From and after On a date that shall be no later than the Effective Time, the employees of Newcourt and the Newcourt Subsidiaries as first anniversary of the Effective Time (the "Newcourt EmployeesBenefits Date") ), Lucent shall continue provide, or cause to participate in Newcourt's be provided, employee benefit plans, programs and compensation plans arrangements to employees of Ascend that are no less favorable in which they currently participate or, at CIT's discretion, in CIT's employee benefit and compensation plans or a combination thereof. Prior the aggregate than those made generally available to non- represented employees of Lucent who are hired by Lucent after December 31, 20001998. From the Effective Time to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, CIT programs or arrangements of Ascend) (the "Continuation Period"), Lucent shall notprovide, or cause to be provided, the employee benefit plans, programs and shall not permit any arrangements of its Subsidiaries to, modify or amend the benefit programs applicable to Newcourt Employees in any manner which would cause the benefits Ascend provided to such employees of Ascend as of the date hereof; provided that during the Continuation Period, employees of Ascend shall be eligible for grants of stock options under such Lucent's stock option plans in to the aggregatesame extent as similarly situated employees of Lucent. Notwithstanding the foregoing, for a period of no less than one year after the Effective Time, Lucent shall provide severance benefits to be employees of Ascend that are no less favorable than those provided to Newcourt Employees under such plans immediately prior to the Effective Time except to the extent agreed to by Messrs. Gamper and Xxxxxx of New CIT. The foregoing limitation on CIT's and its subsidiaries' right to amend or modify the compensation plans does not apply to Newcourt employees who have employee contracts with New CIT. Without limiting the generality of the foregoing, from and after the Effective Time, CIT shall continue to maintain Newcourt's share loan program (including the related financial support thereof) with respect to participants in such program as of the Effective Time for the sole purpose of permitting participants in the program at the Effective Time to repay outstanding loans without adverse amendment or adverse alteration in the administration thereof for so long as any loans remain outstanding thereunderdate hereof. (b) Following December 31, 2000 (or such earlier date that a Newcourt Employee commences participation in a plan), with With respect to each deferred compensation plan, incentive compensation plan, equity compensation plan, "welfare" plan, fund or program, "pension" plan, fund or program; each termination or severance plan or program; and each other employee benefit plan, fundprogram practice, program, agreement policy or arrangement, in each case, arrangement maintained by Lucent in which Newcourt Employees employees of Ascend subsequently participate (the "New CIT Lucent Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits or post-retirement welfare benefits), service with Newcourt Ascend (or predecessor employers to the extent Newcourt Ascend provides past service credit) shall be treated as service with New CITLucent; provided, however, that such service shall not be recognized 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 preexisting pre-existing condition limitations. Each New CIT Lucent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Newcourt Ascend Benefit Plan. Newcourt Ascend Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New CIT Lucent Plan. (c) Not later than March 15, 2000 (the "1999 Bonus Payment Date"), in addition to any amounts that the Newcourt Employees shall have earned under CIT's incentive bonus plans in 1999, CIT shall, or shall cause Newcourt to, pay to each Newcourt Employee who is employed on the Bonus Payment Date a pro-rata 1999 bonus under Newcourt's incentive bonus plans in respect of the period from January 1, 1999 through the Closing Date based on Newcourt's annualized performance (without regard to the effect (including the cost) of any actions taken by Newcourt or any of the Newcourt Subsidiaries in contemplation of the Arrangement or at the request of CIT) from January 1, 1999 through the end of the last full month prior to consummation of the Arrangement; provided, however, that if, prior to the 1999 Bonus Payment Date, any Newcourt Employee is terminated other than for cause, CIT shall, or shall cause Newcourt to, pay to such Newcourt Employee on the date of termination the pro-rata 1999 bonus that would have otherwise been payable to such employee on the 1999 Bonus Payment Date. The provisions of this Section 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) As of the Effective Time, CIT shall assume and honor and Lucent shall cause the appropriate Subsidiaries subsidiaries of CIT Lucent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between Newcourt Ascend or any of its Subsidiaries subsidiaries and any director, officer or employee thereof and whether or not disclosed in the Newcourt Disclosure Schedule. CIT acknowledges and agrees that the Arrangement constitutes a "Change in Control" for all purposes pursuant to such agreements and arrangementsthereof. The provisions of this Section 7.7(d5.08(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (ed) Prior to the Effective Time, Newcourt shall amend Ascend and Lucent hereby agree that Ascend or cause to be amended the Newcourt Credit Group Inc. Savings and Investment Plan Lucent (the "Savings Plan"as appropriate) so that, as of the Effective Time, participants in the Savings Plan will not be permitted to transfer balances into, make contributions to, or have contributions made to, the Newcourt Common Share investment option under the Savings Plan. (f) Newcourt and CIT shall take all such steps actions as may be required are necessary to provide that, with respect to each carry out the matters described in Section 16 Affiliate (as defined below), (i5.08(d) of the transactions contemplated by this Agreement and the Plan of Arrangement, and (ii) any other acquisitions of CIT equity securities (including derivative securities) in connection with this Agreement or the Plan of Arrangement, shall be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with the terms and conditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. For purposes of thisAscend Disclosure Schedule.

Employee Benefit Plans; Existing Agreements. (a) From and after Within one year following the Effective TimeTime (but in the case of the Acquiror’s 401(k) Plan beginning with the first full payroll period that commences following the Effective Time or as soon thereafter as administratively practicable), to the extent permissible under the terms of the Acquiror Benefit Plans and the cash and equity incentive plans of Acquiror (the “Acquiror Incentive Plans”), the employees of Newcourt Target and the Newcourt Subsidiaries Target Subsidiary as of the Effective Time (the "Newcourt “Target Employees"”) shall continue will be eligible to participate in Newcourt's employee benefit the Acquiror Benefit Plans and compensation plans Acquiror Incentive Plans in which they currently participate or, at CIT's discretion, in CIT's employee benefit and compensation plans similarly situated employees of Acquiror or a combination thereof. Prior to December 31, 2000, CIT shall not, and shall not permit any of its Subsidiaries toparticipate, modify to the same extent as similarly situated employees of Acquiror or amend the benefit programs applicable to Newcourt its Subsidiaries (it being understood that inclusion of Target Employees in any manner which would cause the benefits provided to such employees under such plans in Acquiror Benefit Plans and the aggregate, to be less favorable than those provided to Newcourt Employees under such plans immediately prior to the Effective Time except to the extent agreed to by Messrs. Gamper and Xxxxxx of New CIT. The foregoing limitation on CIT's and its subsidiaries' right to amend or modify the compensation plans does not apply to Newcourt employees who have employee contracts with New CIT. Without limiting the generality of the foregoing, from and after the Effective Time, CIT shall continue to maintain Newcourt's share loan program (including the related financial support thereof) Acquiror Incentive Plans may occur at different times with respect to participants in such program different plans) except as of the Effective Time for the sole purpose of permitting participants in the program at the Effective Time to repay outstanding loans without adverse amendment or adverse alteration in the administration thereof for so long as any loans remain outstanding thereunderprovided below. (b) Following December 31To the extent not prohibited by applicable legal requirements, 2000 the employees of Target and the Target Subsidiary employed by Acquiror or any of its Affiliates after the Effective Time (or such earlier date that the “Continuing Employees”) shall, for a Newcourt Employee commences participation in a planperiod of at least twelve (12) months following the Effective Time (the “Protected Period”), be entitled to the same or better annual salary or hourly wages to which the Continuing Employees were entitled on the Closing Date. (c) With regard to Target Employees identified on Schedule 6.6(c), and to the extent that during the Protected Period a Continuing Employee other than a Target Employee identified on Schedule 6.6(c) is terminated without cause, Acquiror or Acquiror Bank shall pay or cause to be paid, severance pay in an amount equal to the amounts set forth on Schedule 6.6(c). For purposes of this Section 6.6, “cause” shall have the same meaning as provided in any written employment agreement between any Continuing Employee and Acquiror or any Affiliate of Acquiror on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Acquiror or any Affiliate of Acquiror; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Acquiror’s board of directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Acquiror or any Affiliate of Acquiror; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Acquiror or any Affiliate of Acquiror during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Acquiror or any Affiliate of Acquiror are party. (d) With respect to each deferred compensation plan, incentive compensation plan, equity compensation plan, "welfare" plan, fund or program, "pension" plan, fund or program; each termination or severance plan or program; and each other Acquiror Benefit Plan that is an “employee benefit plan, fund, program, agreement or arrangement, ,” as defined in each case, in which Newcourt Employees participate (the "New CIT Plans")section 3(3) of ERISA, for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (entitlement, but not for accrual purposes of pension benefits or post-retirement welfare benefits)benefit accrual, service with Newcourt (Target or predecessor employers to the extent Newcourt provides past service credit) Target Subsidiary shall be treated as service with New CITAcquiror and its Subsidiaries; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall to the extent permissible under the terms of the Acquiror Benefit Plans and as permitted by the applicable insurer, apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each New CIT Acquiror Benefit Plan shall to the extent permissible under the terms of the Acquiror Benefit Plans and as permitted by the applicable insurer, waive pre-existing condition limitations to the same extent waived under the applicable Newcourt Target Benefit Plan. Newcourt Target Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New CIT PlanAcquiror Benefit Plans and to the extent permissible by the applicable insurer. (ce) Not later than March 15, 2000 (the "1999 Bonus Payment Date"), in addition to any amounts that the Newcourt Employees shall have earned under CIT's incentive bonus plans in 1999, CIT shall, or shall cause Newcourt to, pay to each Newcourt Employee who is employed on the Bonus Payment Date a pro-rata 1999 bonus under Newcourt's incentive bonus plans in respect of the period from January 1, 1999 through the Closing Date based on Newcourt's annualized performance (without regard to the effect (including the cost) of any actions taken by Newcourt or any of the Newcourt Subsidiaries in contemplation of the Arrangement or at the request of CIT) from January 1, 1999 through the end of the last full month prior to consummation of the Arrangement; provided, however, that if, prior to the 1999 Bonus Payment Date, any Newcourt Employee is terminated other than for cause, CIT shall, or shall cause Newcourt to, pay to such Newcourt Employee on the date of termination the pro-rata 1999 bonus that would have otherwise been payable to such employee on the 1999 Bonus Payment Date. The provisions of this Section 7.7(c) are intended to be for the benefit of, From and shall be enforceable by, each such director, officer or employee. (d) As of after the Effective Time, CIT shall Acquiror or the Surviving Corporation, as applicable, will assume and honor and shall cause the appropriate Subsidiaries of CIT to assume and to honor in accordance with their terms all employment, severance severance, change of control and other compensation agreements and arrangements existing prior to between Target or the execution Target Subsidiary and any of their employees (that are listed on Section 6.6(e) of the Target Disclosure Schedule), which are not terminated in connection with the consummation of the transactions contemplated by this Agreement Agreement, and all accrued and vested benefit obligations through the Effective Time which are between Newcourt Target or the Target Subsidiary and any of its Subsidiaries and any directortheir current or former directors, officer officers, employees or employee thereof and whether or not disclosed in the Newcourt Disclosure Schedule. CIT acknowledges and agrees that the Arrangement constitutes a "Change in Control" for all purposes pursuant to such agreements and arrangements. The provisions of this Section 7.7(d) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employeeconsultants. (ef) Prior to From and after the Effective Time, Newcourt shall amend Acquiror, the Surviving Corporation or Acquiror Bank, as applicable, will, and will cause any applicable Acquiror Benefit Plan to, provide or pay when due to be amended the Newcourt Credit Group Inc. Savings Target Employees all benefits and Investment Plan (compensation pursuant to Target Benefit Plans in effect on the "Savings Plan") so thatdate hereof earned or accrued through, and to which such individuals are entitled, as of the Effective Time, participants Time (or such later time as such Target Benefit Plans as in effect at the Savings Plan will not be permitted to transfer balances into, make contributions to, Effective Time are terminated or have contributions made tocanceled by Acquiror, the Newcourt Common Share investment option under Surviving Corporation or Acquiror Bank) subject to compliance with the Savings Planterms of this Agreement. (fg) Newcourt At the Effective Time, Target shall, and CIT shall take cause the Target Subsidiary to, cease contributions to and terminate Target’s 401(k) Plan, and shall (a) adopt written resolutions (a copy of which shall be delivered to Acquiror at the Closing) to terminate the 401(k) Plan and 100% vest all participants under the 401(k) Plan, such steps as may termination and vesting to be required effective immediately prior to provide that, with respect to each Section 16 Affiliate (as defined below), (i) the transactions contemplated by this Agreement and the Plan of Arrangement, Effective Time; and (ii) deliver to Acquiror, prior to the Closing, notice of the 401(k) Plan termination to any other acquisitions trustees and custodians of CIT equity securities (including derivative securitiesthe 401(k) in connection Plan and/or its assets. Acquiror reserves the right to suspend the distribution of benefits from the 401(k) Plan until the later of the receipt of a favorable determination letter from the IRS with this Agreement or respect to the termination of the 401(k) Plan and the completion of Arrangement, shall be exempt under Rule 16b-3 promulgated under final testing and record keeping for the Exchange Act, in accordance with the terms and conditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. For purposes of this401(k) Plan.

Employee Benefit Plans; Existing Agreements. (a) From and after On a date that shall be no later than the Effective Time, the employees of Newcourt and the Newcourt Subsidiaries as first anniversary of the Effective Time (the "Newcourt EmployeesBenefits Date") ), Lucent shall continue provide, or cause to participate in Newcourt's be provided, employee benefit plans, programs and compensation plans arrangements to employees of Ascend that are no less favorable in which they currently participate or, at CIT's discretion, in CIT's employee benefit and compensation plans or a combination thereof. Prior the aggregate than those made generally available to non-represented employees of Lucent who are hired by Lucent after December 31, 20001998. From the Effective Time to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, CIT programs or arrangements of Ascend) (the "Continuation Period"), Lucent shall notprovide, or cause to be provided, the employee benefit plans, programs and shall not permit any arrangements of its Subsidiaries to, modify or amend the benefit programs applicable to Newcourt Employees in any manner which would cause the benefits Ascend provided to such employees of Ascend as of the date hereof; provided that during the Continuation Period, employees of Ascend shall be eligible for grants of stock options under such Lucent's stock option plans in to the aggregatesame extent as similarly situated employees of Lucent. Notwithstanding the foregoing, for a period of no less than one year after the Effective Time, Lucent shall provide severance benefits to be employees of Ascend that are no less favorable than those provided to Newcourt Employees under such plans immediately prior to the Effective Time except to the extent agreed to by Messrs. Gamper and Xxxxxx of New CIT. The foregoing limitation on CIT's and its subsidiaries' right to amend or modify the compensation plans does not apply to Newcourt employees who have employee contracts with New CIT. Without limiting the generality of the foregoing, from and after the Effective Time, CIT shall continue to maintain Newcourt's share loan program (including the related financial support thereof) with respect to participants in such program as of the Effective Time for the sole purpose of permitting participants in the program at the Effective Time to repay outstanding loans without adverse amendment or adverse alteration in the administration thereof for so long as any loans remain outstanding thereunderdate hereof. (b) Following December 31, 2000 (or such earlier date that a Newcourt Employee commences participation in a plan), with With respect to each deferred compensation plan, incentive compensation plan, equity compensation plan, "welfare" plan, fund or program, "pension" plan, fund or program; each termination or severance plan or program; and each other employee benefit plan, fundprogram practice, program, agreement policy or arrangement, in each case, arrangement maintained by Lucent in which Newcourt Employees employees of Ascend subsequently participate (the "New CIT Lucent Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits or post-retirement welfare benefits), service with Newcourt Ascend (or predecessor employers to the extent Newcourt Ascend provides past service credit) shall be treated as service with New CITLucent; provided, however, that such service shall not be recognized 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 preexisting pre-existing condition limitations. Each New CIT Lucent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Newcourt Ascend Benefit Plan. Newcourt Ascend Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-out- of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the New CIT Lucent Plan. (c) Not later than March 15, 2000 (the "1999 Bonus Payment Date"), in addition to any amounts that the Newcourt Employees shall have earned under CIT's incentive bonus plans in 1999, CIT shall, or shall cause Newcourt to, pay to each Newcourt Employee who is employed on the Bonus Payment Date a pro-rata 1999 bonus under Newcourt's incentive bonus plans in respect of the period from January 1, 1999 through the Closing Date based on Newcourt's annualized performance (without regard to the effect (including the cost) of any actions taken by Newcourt or any of the Newcourt Subsidiaries in contemplation of the Arrangement or at the request of CIT) from January 1, 1999 through the end of the last full month prior to consummation of the Arrangement; provided, however, that if, prior to the 1999 Bonus Payment Date, any Newcourt Employee is terminated other than for cause, CIT shall, or shall cause Newcourt to, pay to such Newcourt Employee on the date of termination the pro-rata 1999 bonus that would have otherwise been payable to such employee on the 1999 Bonus Payment Date. The provisions of this Section 7.7(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) As of the Effective Time, CIT shall assume and honor and Lucent shall cause the appropriate Subsidiaries subsidiaries of CIT Lucent to assume and to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between Newcourt Ascend or any of its Subsidiaries subsidiaries and any director, officer or employee thereof and whether or not disclosed in the Newcourt Disclosure Schedule. CIT acknowledges and agrees that the Arrangement constitutes a "Change in Control" for all purposes pursuant to such agreements and arrangementsthereof. The provisions of this Section 7.7(d5.08(c) are intended to be for the benefit of, and shall be enforceable by, each such director, officer or employee. (ed) Prior to the Effective Time, Newcourt shall amend Ascend and Lucent hereby agree that Ascend or cause to be amended the Newcourt Credit Group Inc. Savings and Investment Plan Lucent (the "Savings Plan"as appropriate) so that, as of the Effective Time, participants in the Savings Plan will not be permitted to transfer balances into, make contributions to, or have contributions made to, the Newcourt Common Share investment option under the Savings Plan. (f) Newcourt and CIT shall take all such steps actions as may be required are necessary to provide that, with respect to each carry out the matters described in Section 16 Affiliate (as defined below), (i5.08(d) of the transactions contemplated by this Agreement and the Plan of Arrangement, and (ii) any other acquisitions of CIT equity securities (including derivative securities) in connection with this Agreement or the Plan of Arrangement, shall be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with the terms and conditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPAscend Disclosure Schedule. For purposes of thisSECTION 5.09.