Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. Effective as of the Effective Time, or such longer period as may be required by applicable Law or contract, Time Parent shall provide, or shall cause the Surviving Corporation to provide or cause provide, to each employee of the Company and/or its Subsidiaries who continues to be provided to employees of employed by the Parent or the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent thereof (the “Continuing Employees”), (i) compensation for the one (1) year period immediately following the Effective Time, base salary (or wages) that is not less favorable than the base salary (or wages) provided by the Company immediately prior to the Effective Time, and (ii) from the Effective Time through December 31, 2015 (x) annual cash bonus opportunities and (y) employee benefit plans, programs and policies and fringe benefits (other than equity excluding equity-based compensation arrangementscompensation) that, in the aggregate, are substantially similar to that are, in each of (x) and (y), no less favorable than those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution Effective Time. Effective as of this Agreement. (b) Following the Effective TimeTime and thereafter, Parent shall provide, or shall cause the Surviving Corporation to recognize provide, that periods of employment with the Company (including any current or cause to be recognized) the service former affiliate of each Continuing Employee with the Company or any predecessor of the Company Subsidiary determined to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid-time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits). (b) Effective as of the Effective Time for purposes of eligibility and vesting under any employee benefit plansthereafter, programs or arrangements maintained by ParentParent shall, and shall cause the Surviving CorporationCorporation to, (i) ensure that no eligibility waiting periods, actively-at-work requirements or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations or exclusions shall apply with respect to the Continuing Employees to the same extent waived under the applicable group health and welfare benefits plan of Parent or any affiliate of Parent (except to the extent applicable under Company Benefit Plans immediately prior to the Effective Time), (ii) waive any and all evidence of insurability requirements with respect to such Continuing Employees to the extent such evidence of insurability requirements were not applicable to the Continuing Employees under the Company or any Company Subsidiary maintained Benefit Plans immediately prior to the Effective Time, and (iii) credit each Continuing Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the Company Benefit Plans prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Merger shall not affect any Continuing Employee’s accrual of, or right to use, in accordance with Company policy as in effect immediately prior to the Effective Time, any personal, sick, vacation or other paid-time-off accrued but unused by such Continuing Employee immediately prior to the Effective Time. (c) If requested by Parent in writing delivered to the Company not less than ten (10) business days before the Closing Date, the Company Board of Directors (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate any 401(k) plans maintained by the Company or any of its Subsidiaries (collectively, the “Company 401(k) Plans”), effective as of the day prior to the Closing Date. Following the Effective Time and as soon as practicable following receipt of a favorable determination letters from the IRS on the termination of the Company 401(k) Plans, the assets thereof shall be given credit distributed to the participants, and Parent or the Surviving Corporation shall, to the extent permitted by Parent’s or the Surviving Corporation’s applicable 401(k) plan (collectively, the “Parent 401(k) Plan”), permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, but not inclusive of loans), in the form of cash, in an amount equal to the full account balance (excluding loans) distributed to such Continuing Employees from the Company 401(k) Plans to the Parent 401(k) Plan. (d) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of Parent and the Continuing Employee or any severance, benefit or other applicable plan or program covering such Continuing Employee. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.7 shall (i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan of Merger Sub, (ii) create any third party rights in any current or former service provider of the Company or its affiliates (or any beneficiaries or dependents thereof), or (iii) alter or limit the ability of the Surviving Corporation, Parent or any of their respective affiliates to amend, modify or terminate any Company Benefit Plan or other employee benefit, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. (e) No later than thirty (30) business days following the date of this Agreement, the Company shall deliver to Parent a list of each “disqualified individual” (as defined in Section 280G of the Code) of the Company and its Subsidiaries and (i) the Company’s reasonable, good faith estimate of the maximum amount (separately identifying single and double-trigger amounts and tax gross-up payments, if any) that could be paid under to such disqualified individual as a result of any of the corresponding group health plan transactions contemplated by this Agreement (alone or in combination with any other event), (ii) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each such disqualified individual and (iii) underlying documentation on which such calculations are based. Such information shall be updated and delivered to Parent not later than twenty (20) business days prior to the anticipated Closing Date. (f) The Company shall provide Parent with a copy of any material written communications intended for broad-based and general distribution to any current or former employees of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or Subsidiaries if such communications relate to any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In additionTransactions, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses Parent with a reasonable opportunity to review and retention payments comment on such communications prior to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesdistribution. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year From and after the Effective Time, each of the Surviving Corporation and its Subsidiaries shall honor all of its respective compensation and benefits plans, programs, agreements and arrangements of the Company and its Subsidiaries in accordance with their terms as in effect immediately prior to the Effective Time, provided that nothing in this sentence shall prohibit the Surviving Corporation or its Subsidiaries from amending or terminating any such plans, programs, agreements and arrangements in accordance with their terms. The Surviving Corporation shall, for the six-month period immediately following the Effective Time, provide each retained employee of the Company and its Subsidiaries as of the Effective Time (each, a “Retained Employee”), other than any Retained Employee whose employment is subject to a collective bargaining or other labor agreement, with compensation and employee benefits, excluding equity, equity-based and similar compensation, that are comparable in the aggregate to those provided by the Company and its Subsidiaries (other than with respect to change of control payments or other payments resulting from the Offer or the Merger) to such longer period as may Retained Employees immediately prior to the Effective Time. Nothing herein shall be required by applicable Law deemed to be a guarantee of employment for any employee or contract, Parent shall prohibit or shall cause restrict the right of the Surviving Corporation to provide (i) make changes to salaries, employee benefits and incentive compensation pursuant to negotiations in connection with a collective bargaining agreement or cause (ii) amend and/or eliminate any benefit program, subject to be provided compliance with the first sentence of this Section 6.7(a). (b) The Retained Employees shall receive credit for service with the Company and its Subsidiaries for all purposes (including for purposes of eligibility to employees of participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accruals under any defined benefit pension plan) under any compensation or employee benefit plan, program or arrangement established or maintained by Parent (to the extent an Retained Employee is brought under any such plan), the Surviving Corporation or any other affiliate of Parent who were employees of their respective Affiliates under which each Retained Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any Company Subsidiary of the Company’s Subsidiaries under comparable benefit plans immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee . (c) To the extent that, after the Effective Time, the Surviving Corporation changes the welfare benefit planplans, program programs and arrangements in which Retained Employees participate, Parent shall (i) waive, or arrangement that provides health benefits use its reasonable best efforts to Continuing Employees shall waive precause its insurance carrier to waive, all limitations as to preexisting and at-existing condition limitations work conditions, if any, with respect to the Continuing Employees participation and coverage requirements applicable to each Retained Employee to the same extent waived under the applicable group health a comparable benefit plan of the Company or any Company Subsidiary maintained prior and (ii) with respect to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs change was made, provide a credit to each Retained Employee for purposes of applying deductibles, any co-payments payments, deductibles and out-of-pocket maximums for expenses paid by such Retained Employee under the benefit plans during the relevant plan year. (c) As of , up to and including the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent During the period from the date hereof to the Acceptance Date, the Company shall use not, and shall not permit any of its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Subsidiaries to, without Parent’s modifications prior written consent, make any payment or contribution to the Employee Benefit Plans except in accordance with past practices in the ordinary course. (e) The parties agree that the provisions of this Section 6.7 may be modified without the consent of any material terms employee (it being understood and conditions agreed that the employees to whom this Section 6.7 applies shall not be third party beneficiaries of employment for such employees in such employees’ respective jurisdictionsthis Section 6.7).

Employee Benefits Matters. (ai) For one year following On and after the Effective TimeClosing Date, or such longer period as may be required by applicable Law or contractBuyer shall provide, Parent shall or shall cause the Surviving Corporation Division and the Division Subsidiaries to provide or cause the Acquired Employees with compensation and benefit packages that substantially similar in the aggregate to be provided those which the Buyer provides to employees its own similarly-situated employees; provided, however that nothing in this Agreement shall create any obligation on the part of the Surviving Corporation or Buyer to continue the employment of any other affiliate Acquired Employee for any period of Parent who were time. (ii) From and after the Closing, the Acquired Employees shall generally be eligible to participate in the Employee Benefit Plans maintained by the Buyer for the benefit of its employees and their beneficiaries (the “Buyer Benefit Plans”). For purposes of the Company or any Company Subsidiary immediately prior to the Effective Time andall Buyer Benefit Plans under which an Acquired Employee’s eligibility for benefits depends, in each casewhole or in part, on length of service, Buyer shall make commercially reasonable efforts to credit all Acquired Employees with their prior service with Seller (including service with a predecessor employer to the extent an employee continues employment with the Surviving Corporation or any other affiliate such service was credited); provided that such service credit does not result in duplication of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided benefits. Subject to the Continuing Employees by consent of any applicable insurance carrier and the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as terms of the Effective Time for purposes of eligibility and vesting under Buyer Benefit Plans, Buyer will use commercially reasonable efforts: (1) to credit the Acquired Employees with any employee benefit plans, programs deductible or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive preco-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for payment amounts paid under the corresponding group health plan an analogous Seller Benefit Plan (excluding office visit co-pays) in respect of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesClosing Date occurs; and (2) to waive, coto the extent waived under the applicable Seller Benefit Plans any pre-payments existing condition or other restriction under the Buyer Benefit Plans or any waiting period limitation that would otherwise apply to Acquired Employees under the Buyer Benefit Plans. It is understood that the Buyer reserves the right and out-of-pocket maximums for such plan year. (c) As sole discretion to change, modify, discontinue or terminate any or all of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period Buyer Benefit Plans at any time following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesClosing Date. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor for in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the one-year period following Company and the Subsidiaries as in effect immediately prior to the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and that are applicable to any current or former directoremployees, officer consultants, or employee directors of the Company or any Company Subsidiary. In addition, Parent shall, after Following the Effective Time, cause Parent shall give each Company employee credit for prior service with the Surviving Corporation Company or its Subsidiaries, including predecessor employers, for purposes of (i) eligibility and vesting under any employee benefit plan of Parent or its applicable subsidiary in which such employee becomes eligible to perform participate at or following the Company’s obligations Effective Time, and (ii) determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible to participate at or following the ChipPACEffective Time; provided that in each case under clauses (i) and (ii) above, Inc. Employee Retention Plan and if the ChipPAC, Inc. Special Bonus Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which will provide Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments at specified times of severancemade, bonuses amounts credited toward deductibles and retention payments to out-of-pocket maximums, and time accrued against applicable waiting periods, by Company employees and their eligible dependents, in respect of the Company and the Company Subsidiaries contingent upon the occurrence of plan year in which the Effective Time occurs or the plan year in an aggregate cash amount of US$5.0 millionwhich such individuals are transitioned to such plans from the corresponding Plans, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be applicable under the corresponding Plans, to Company employees and their eligible dependents under the employee heath plans of Parent and its reasonable best efforts subsidiaries, including medical, dental, vision and prescription drug plans, in which such individuals become eligible to procure consents from non-U.S. Continuing Employees that are required by applicable Law participate at or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsfollowing the Effective Time.

Employee Benefits Matters. (a) For Parent hereby agrees that, for a period of one year immediately following the Effective Time, it shall, or such longer period as may be required by applicable Law or contract, Parent shall or it shall cause the Surviving Corporation and its subsidiaries to provide (i) base salaries which are the same or cause greater than the base salaries as of the Effective Time and (ii) benefits which are substantially comparable in the aggregate to be those provided to similarly situated employees of Parent or its subsidiaries. From and after the Effective Time, Parent shall cause the Surviving Corporation or any other affiliate of Parent who were employees and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company or any Company Subsidiary and the Subsidiaries as in effect immediately prior to the Effective Time and, in each case, that are applicable to any current or former employee or director of the Company or any Subsidiary. Notwithstanding anything herein to the extent an contrary, no provision of this Agreement shall (i) create any right in any employee continues of the Company or any of the Subsidiaries to continued employment with by Parent, the Surviving Corporation or any other affiliate subsidiary of Parent the Surviving Corporation or preclude the ability of Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation to terminate the employment of any employee for any reason or (ii) require Parent, the “Continuing Employees”) compensation and Surviving Corporation or any subsidiary of the Surviving Corporation to continue any employee benefit plansplans or prevent the amendment, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in modification or termination thereof after the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this AgreementEffective Time. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service Employees of each Continuing Employee with the Company or any Company Subsidiary determined as of and the Effective Time Subsidiaries shall receive credit for all purposes (including, without limitation, for purposes of eligibility to participate, vesting, benefit accrual and vesting eligibility to receive benefits but not for purposes of benefit accruals under defined benefit pension plans) under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Corporation or any of their affiliates that employs respective subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As The parties hereto acknowledge and agree that all provisions contained in this Section 7.06 are included for the sole benefit of the Effective Timerespective parties hereto and shall not create any right in any other person, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and including, without limitation, any current or former director, officer or employee of the Company or the Subsidiaries, any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention participant in any Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesor any beneficiary thereof. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to All employees of the Surviving Corporation or any other affiliate Group Companies as of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time andshall continue as employees of the Group Companies as of the Effective Time (each, a “Company Employee”). Seller shall take all action necessary to cause the Company Employees to cease participating as active employees in each caseSeller Benefit Plan effective as of the Closing. Other than with respect to Company Employees who provide services pursuant to a collective bargaining agreement, for a period beginning on the Closing Date and continuing thereafter for twelve (12) months, Buyer shall provide, or shall cause its Subsidiaries to provide, Company Employees with (i) employee benefits that in the aggregate are substantially comparable to the extent employee benefits provided to similarly situated employees of Buyer and its Affiliates, and (ii) base salary or wage rates and other compensation (including an employee continues employment with annual cash bonus opportunity, opportunities for commissions and other incentive compensation) that in the Surviving Corporation aggregate are substantially comparable to such compensation provided to each such Company Employee by the Group Companies, Seller or an Affiliate of Seller immediately prior to the Closing Date; provided, however, that for purposes of the foregoing, equity and equity-based compensation provided by any Group Company to any Company Employee shall not be taken into account and Buyer shall have no obligation to provide equity or equity-based compensation to any Company Employee. Notwithstanding the foregoing or any other affiliate provision of Parent this Agreement, nothing in this Agreement or any Ancillary Document shall be deemed to amend any Company Benefit Plan or limit, in any respect, the right of Buyer or any of its Subsidiaries (including the Group Companies) to (A) terminate the employment of any Company Employee at any time for any or no reason, (B) change or modify the terms or conditions of employment for any Company Employee (including location of performance) or (C) change or modify any Employee Benefit Plan or arrangement in accordance with its terms. Buyer shall permit each Company Employee who was a participant in or eligible to participate in a 401(k) Plan of Seller or an Affiliate of Seller prior to the Closing to be eligible to participate in a defined contribution retirement plan that is intended to be tax qualified and that is established or designated by Buyer (the “Continuing EmployeesBuyer 401(k) Plan”) compensation in accordance with the terms of the Buyer 401(k) Plan, and subject to the approval of the applicable plan fiduciaries (which Buyer shall seek), Buyer shall take any and all actions as may be required to permit each such employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, and including plan loans) to the Buyer 401(k) Plan in an amount equal to the eligible rollover distribution portion of the account balance distributed to such employee from the Company 401(k) Plan (including plan loans). (b) For all purposes under the employee benefit plans, programs and policies and fringe benefits arrangements established or maintained by Buyer or its Affiliates in which Company Employees may be eligible to participate after the Closing (other than equity based compensation arrangements) thatthe “New Benefit Plans”), in each Company Employee shall be credited with the aggregate, are substantially similar to those that were provided to the Continuing Employees same amount of service as was credited by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined Group Companies as of the Effective Time Closing under similar or comparable Employee Benefit Plans (including for purposes of eligibility to participate, vesting, benefit accrual (other than for purposes of defined benefit plans or retiree welfare arrangements) and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employeeeligibility to receive benefits); provided, however, provided that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Company Employees may be eligible to participate following the Closing, each Company Employee will immediately be eligible to participate in such employee benefit planNew Benefit Plans, program without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or arrangement that provides health comparable Employee Benefit Plan in which such Company Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the “Old Benefit Plans”) and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to Continuing Employees any Company Employee, Buyer and its Subsidiaries shall waive use commercially reasonable efforts to cause all pre-existing condition limitations with respect exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Company Employee and his or her covered dependents, to the Continuing Employees extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Employee Benefit Plan. Buyer and its Subsidiaries shall use commercially reasonable efforts to cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the same extent waived under the applicable group health plan portion of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year of the Old Benefit Plan ending on the date such Company Employee’s participation in which the Effective Time occurs corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such plan yearamounts had been paid in accordance with such New Benefit Plan. Subject to applicable Law, Seller agrees that it will, and will cause its Affiliates and their respective service providers to, provide Buyer, its Affiliates and their respective service providers with access, on a schedule to be mutually agreed in good faith, to (i) all information reasonably requested by Buyer and its service providers to allow Buyer to comply with the provisions of this Section 5.9 and (ii) the employees of the Group Companies for purposes of communicating with such employees regarding the New Benefit Plans and facilitating enrollment therein. (c) As Other than with respect to Company Employees who provide services pursuant to a collective bargaining agreement, for a period of one year from and after the Effective TimeClosing, Parent Buyer shall cause the Surviving Corporation Group Companies to honor comply with a severance pay plan for Company Employees in the one-form attached hereto as Schedule 5.9(c) (the “Severance Pay Plan”), subject only to such amendments as may from time to time be required to comply with applicable Law. Buyer shall cause the Group Companies to implement and administer the Severance Pay Plan in compliance with its terms and applicable Law. If any Company Employee is transferred to the employ of Buyer or an Affiliate of Buyer (other than the Group Companies) during such one year period following period, then Buyer shall, or shall cause its relevant Affiliate to, comply with the Effective Time all Severance Pay Plan in the event of a termination of employment and severance agreements existing as of any such Company Employee during such one year period. For purposes of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Severance Pay Plan, which will provide Company Employees shall be eligible for payments at specified times of severance, bonuses and retention payments to employees of severance pay based on the Company and job title they held on the Company Subsidiaries contingent upon day preceding the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesClosing Date. (d) Parent Prior to the Closing, Seller shall cause the Company to pay all (i) Loyalty Bonuses which become payable, and (ii) Retention Bonuses in accordance with the Retention Bonus Agreements set forth on Schedule 3.10, all of which payments shall be subject to applicable withholdings. (e) Following the Closing, Buyer shall cause the Group Companies to pay all amounts due to any employees of the Group Companies pursuant to any Incremental Retention Bonus Agreements entered into pursuant to Section 5.1(b)(v), if, as and when due under such Incremental Retention Bonus Agreements. Upon presentation of reasonable documentation of such post-Closing payments, Seller agrees to reimburse Buyer or the applicable Group Company for two-thirds of the amount of such bonuses (including any employer-side employment Taxes), calculated on an after Tax basis. (f) Buyer agrees to cause the Group Companies to pay the Accrued Bonuses to the applicable Group Company employees, to the extent such Accrued Bonuses have not been paid prior to the Closing and are taken into account in the determination of the Net Working Capital as of the Closing Date. Such bonuses will be paid on or before December 31, 2017. Buyer’s covenant under this Section 5.9(f) is without prejudice to Buyer’s obligations under Section 5.9(a)(ii) with respect to the period from and after the Effective Time. (g) Buyer shall use its commercially reasonable best efforts to procure consents from non-U.S. Continuing cause the Group Companies to notify Seller within thirty (30) days after any of the Company Employees that listed on Schedule 5.9(g) leaves the employ of Buyer or any Group Company for any reason. (h) This Section 5.9 shall be binding upon and inure solely to the benefit of the parties to this Agreement and nothing in this Section 5.9, expressed 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 5.9. Without limiting the foregoing, no provision of this Section 5.9 will create any third party beneficiary rights in any current or former employee, director or consultant of any Group Company in respect of continued employment (or resumed employment) or any other matter. (i) Prior to the Closing Date, Seller shall cooperate with Buyer and take or cause to be taken all actions necessary to provide notice to, and to offer to and, if acceptable to the relevant collective bargaining representatives, bargain in good faith with, the collective bargaining representatives of Company Employees who are required covered by applicable Law or a collective bargaining agreement concerning any anticipated changes to their participation in an Employee Benefit Plan currently sponsored by a Group Company, Seller or an Affiliate of Seller that will result from Closing. In addition, to the extent the terms of a collective bargaining agreement will automatically renew unless written notice of intent to terminate or modify the collective bargaining agreement is provided to the applicable collective bargaining representative prior to the date of Closing, Seller agrees to provide or not so provide such notice in a timely manner as requested by Buyer and shall confer with Buyer with regard to any negotiations with respect to such collective bargaining agreements. (j) Prior to the Closing Date, Seller shall transfer the sponsorship of, and all liabilities related to, the Keystone/Dolomite Supplemental Executive Retirement Plan to an Affiliate of Seller (other than a result Group Company). Nothing in this Agreement shall be construed to prevent Seller from amending or terminating such plan without the consent of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsBuyer.

Employee Benefits Matters. (a) For one year following From and after the Effective TimeTime and until December 31, or such longer period as may be required by applicable Law or contract2012, Parent shall or shall will cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were maintain for all employees of the Company who are employed by the Company or any Subsidiary of the Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent United States (the “Continuing Employees”) compensation and each Company Employee Plan that is an “employee benefit plans, programs plan” within the meaning of and policies and fringe benefits subject to Section 3(3) of ERISA (other than equity based compensation arrangementsthe Company’s 401(k) that, plan) pursuant to its terms in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary effect immediately prior to the execution of this AgreementEffective Time, except to the extent any such plan must be amended to comply with applicable law, ordinance, rule or regulation. (b) Following From and after the Effective Time and until December 31, 2012, Parent will not reduce the base salary or hourly wage rates of any Continuing Employee as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause). (c) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”) as soon as permitted under the terms of such plan. Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan to the extent permitted under the Parent 401(k) Plan. (d) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent shall will, or shall will cause the Surviving Corporation to to, recognize (or cause to be recognized) the all service of each such Continuing Employee with the Company or any Company a Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plansCompany, programs or arrangements maintained by Parentas the case may be, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to extent recognized by the same extent waived under Company or a Subsidiary of the applicable group health plan Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company Subsidiary maintained prior to the Effective Time, extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and each Continuing Employee shall be given credit for amounts paid under reflected in the corresponding group health plan employment records of the Company or such Subsidiary of the Company, for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) in any Company Subsidiary during Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan year or where such crediting is not permitted by the terms of the plan). (e) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Effective Time occurs for purposes of applying deductibles, co-payments Continuing Employees (and out-of-pocket maximums for such plan year. (ctheir eligible dependents) As of the Effective Time, Parent shall cause the Surviving Corporation will be eligible to honor for the one-year period following the Effective Time all employment participate from and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause except to the Surviving Corporation to perform the Company’s obligations extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the ChipPAC, Inc. comparable Company Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments immediately prior to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time or, if the transition occurs after December 31, 2012, the applicable Parent Plan. “Parent Plans” means all “employee benefit plans,” as defined in an aggregate cash amount Section 3(3) of US$5.0 millionERISA, and maintained in the individual award agreements United States with respect to be entered into thereunder with participating employees the locations at which the Continuing Employees are employed (all of the Company and the Company Subsidiariesabove being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively). (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following From and after the Effective Time, each of the Surviving Corporation and its Subsidiaries shall honor all of its respective compensation and benefits plans, programs, agreements and arrangements of the Company and its Subsidiaries in accordance with their terms as in effect immediately prior to the Effective Time, provided that nothing in this sentence shall prohibit the Surviving Corporation or its Subsidiaries from amending or terminating any such longer plans, programs, agreements and arrangements in accordance with their terms. The Surviving Corporation shall, for the period immediately following the Effective Time through and including the first anniversary of the Effective Time, provide each employee of the Company and the Subsidiaries as may of the Effective Time (each, an “Employee”), other than any Employee whose employment is subject to a collective bargaining or other labor agreement, with compensation and employee benefits, excluding equity, equity-based and similar compensation, that are comparable in the aggregate to those provided by the Company and its Subsidiaries (other than with respect to change of control payments or other payments resulting from the Offer or the Merger) to such Employees immediately prior to the Effective Time. Nothing herein shall be required by applicable Law deemed to be a guarantee of employment for any Employee or contract, Parent shall prohibit or shall cause restrict the right of the Surviving Corporation to provide (i) make changes to salaries, employee benefits and incentive compensation pursuant to negotiations in connection with a collective bargaining agreement or cause (ii) amend and/or eliminate any benefit program, subject to be provided compliance with the first sentence of this Section 6.07(a). (b) The Employees shall receive credit for service with the Company and the Subsidiaries for all purposes (including for purposes of eligibility to employees of participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accruals under any defined benefit pension plan) under any compensation or employee benefit plan, program or arrangement established or maintained by Parent (to the extent an Employee is brought under any such plan), the Surviving Corporation or any other affiliate of Parent who were employees of their respective Affiliates under which each Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any Company Subsidiary of the Company’s Subsidiaries under comparable benefit plans immediately prior to the Effective Time and(or, in each caseif no comparable benefit plans exist, the Employee shall receive service credit to the same extent an employee continues employment with credited under either the Surviving Corporation Company’s Salary Deferral Savings Plan or any other affiliate of Parent (the “Continuing Savings Plan for Hourly Paid Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employeeapplicable); provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee . (c) To the extent that, after the Effective Time, the Surviving Corporation changes the welfare benefit planplans, program programs and arrangements in which Employees participate, Parent shall (i) waive, or arrangement that provides health benefits use its reasonable best efforts to Continuing Employees shall waive precause its insurance carrier to waive, all limitations as to preexisting and at-existing condition limitations work conditions, if any, with respect to the Continuing Employees participation and coverage requirements applicable to each Employee to the same extent waived under the applicable group health a comparable benefit plan of the Company or any Company Subsidiary maintained prior and (ii) with respect to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs change was made, provide a credit to each Employee for purposes of applying deductibles, any co-payments payments, deductibles and out-of-pocket maximums for expenses paid by such Employee under the benefit plans during the relevant plan year, up to and including the Effective Time. (cd) As of During the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of from the date hereof to the Acceptance Date, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent, make any payment or contribution to the Company’s Supplemental Retirement Trust in an aggregate amount in excess of the amount set forth in Schedule 3.10(aSection 6.07(d) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesSchedule. (de) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees The parties agree that are required by applicable Law or collective bargaining agreement as a result the provisions of Parent’s modifications this Section 6.07 may be modified without the consent of any material terms Employee (it being understood and conditions agreed that the Employees to whom this Section 6.07 applies shall not be third party beneficiaries of employment for such employees in such employees’ respective jurisdictionsthis Section 6.07).

Employee Benefits Matters. (a) For Parent hereby agrees that, for a period of one (1) year immediately following the Effective Time, it shall, or such longer period as may be required by applicable Law or contract, Parent shall or it shall cause the Surviving Corporation Company and its Subsidiaries to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were all employees of the Company and of each of the Company Subsidiaries as of the Effective Time (each, a “Continuing Employee”) to the extent such Continuing Employees remain employed by Parent or any its Subsidiaries and, to the extent permitted by applicable Law, with a base salary or wages, target cash bonus opportunity and retirement and health and welfare benefits that are no less favorable than in the aggregate to the base salary or wages, target cash bonus and retirement and health and welfare benefits received by Continuing Employees from the Company Subsidiary and its Subsidiaries, in the aggregate, immediately prior to the Effective Time andor those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its Subsidiaries. From and after the Effective Time, in each caseand notwithstanding the foregoing, to the extent an employee continues employment with Parent shall cause the Surviving Corporation or any other affiliate Company and its Subsidiaries to honor in accordance with their terms, all Contracts of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any and the Company Subsidiary Subsidiaries as in effect immediately prior to the execution Effective Time that are with any Continuing Employees to the extent disclosed on Section 6.05(a) of this Agreementthe Company Disclosure Schedule. (b) Following the Effective TimeParent shall, Parent shall or shall cause the Surviving Corporation Company and its Subsidiaries to, use commercially reasonable efforts to recognize (or cause Continuing Employees to be recognized) the receive service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time credit for purposes of eligibility to participate, vesting and vesting benefit accrual, but excluding benefit accruals under any defined benefit pension plan, under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Company or any of their affiliates that employs respective Subsidiaries under which each Continuing Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any Continuing Employeeof the Company Subsidiaries under comparable Plans immediately prior to the Effective Time; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit Such plan, program or arrangement that provides health benefits to shall credit each such Continuing Employees shall waive pre-existing condition limitations with respect Employee for service accrued or deemed accrued on or prior to the Continuing Employees to Effective Time with the same extent waived Company, any Company Subsidiary and all Affiliates where service with the Affiliate was credited under the applicable group health plan a comparable Plan of the Company or any Company Subsidiary maintained prior to the Effective Time. In addition, and each Continuing Employee Parent shall use commercially reasonable efforts to waive, or cause to be given credit for amounts paid waived, any limitations on benefits relating to any pre-existing conditions to the extent such conditions are covered immediately prior to the Effective Time under the corresponding group health applicable Plans and to the same extent such limitations are waived under any comparable plan of Parent or its Subsidiaries and use commercially reasonable efforts to recognize, for purposes of the Company or any Company Subsidiary during annual deductible and out-of-pocket limits under its medical and dental plans, the plan deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearoccurs. (c) As If requested by Parent as of at least ten (10) days prior to the Closing Date (but conditioned upon the occurrence of the Closing), the Company shall take all necessary actions to terminate or cause to be terminated any or all of the Plans sponsored or maintained by the Company or any of its Subsidiaries. The Company shall, or shall cause its applicable Affiliate to, provide Parent with evidence that any requested terminated Plan has been terminated, with the termination of the applicable Plans effective no later than the day immediately preceding the Closing Date, pursuant to a duly adopted resolution of the Company or its applicable Affiliate (the form and substance of which shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed) no later than the day immediately preceding the Effective Time. (d) Nothing contained in this Agreement is intended to be treated as an amendment to any Plan or any employee benefit plan or arrangement of Parent or any of its Affiliates, or to create any third-party beneficiary rights in any Service Provider, any beneficiary or dependent thereof, or any collective bargaining representative thereof. Nothing contained herein, express or implied, shall (i) alter or limit the ability of Parent shall cause or the Surviving Corporation Company or any of their respective Affiliates to honor for amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them or (ii) create any rights to continued employment or service with Parent, the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Surviving Company or any Company Subsidiary and or any current of their respective Affiliates or former directorin any way limit the ability of Parent, officer or employee of the Surviving Company or any Company Subsidiary. In addition, Parent shall, after Subsidiary or any of their respective Affiliates to terminate the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law employment or collective bargaining agreement as a result of Parent’s modifications service of any material terms Service Provider at any time and conditions of employment for such employees in such employees’ respective jurisdictionsany reason.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause give each employee of the Company, the Surviving Corporation or their respective Subsidiaries who shall have been employed by the Company or any of its Subsidiaries immediately prior to recognize the Effective Time (or cause to be recognized“Continuing Employees”) the full credit for prior service of each Continuing Employee with the Company or any Company Subsidiary determined its Subsidiaries to the extent such service would be recognized if it had been performed as an employee of the Effective Time Parent for purposes of (i) eligibility and vesting under any employee Parent Employee Plans, but not for benefit plansaccrual purposes under any defined benefit plan of Parent or for purposes of determining eligibility for retiree health and welfare benefits, programs and (ii) unless covered under another arrangement with or arrangements maintained by Parent, of Parent or the Surviving Corporation, determination of benefit levels under any Parent Employee Plan or policy of general application relating to vacation, sick and paid time off accrual or severance, in either case for which the Continuing Employees are otherwise prospectively eligible and in which the Continuing Employees are offered participation, but except where such credit would result in a duplication of benefits. For the avoidance of doubt, no Continuing Employee shall be retroactively eligible for any of their affiliates that employs any Continuing Employee; providedParent Employee Plan, however, that such crediting of service shall not operate to duplicate any benefit or the funding of including any such benefitParent Employee Plan that was frozen prior to the Effective Time. Each such employee benefit planIn addition, program Parent shall waive, or arrangement that provides health cause to be waived, any limitations on benefits relating to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees conditions, eligibility waiting periods, evidence of insurability, physical examination and actively at-work requirements to the same extent waived such limitations or requirements would not have been applicable to such Continuing Employee under the applicable group health terms of any comparable medical and dental plan of the Company and its Subsidiaries. For purposes of this Agreement, the term “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other formal written plan or policy under which service with Parent is relevant to eligibility, vesting and/or level of benefits, for the benefit of, or relating to, the current employees of Parent or its Subsidiaries and with respect to which eligibility has not been frozen. (b) To the extent that the Continuing Employees commence participation in the Parent Employee Plans in the calendar year containing the Closing Date, Parent shall (or shall cause its Subsidiaries to) cause any eligible expenses incurred by a Continuing Employee and his or her covered dependents during the portion of the calendar year of the Company Subsidiary maintained Plan ending on the date such employee’s participation in the corresponding Parent Employee Plan begins to be given full credit under such Parent Employee Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable calendar year as if such amounts had been paid in accordance with such Parent Employee Plan, and Parent shall (or shall cause its Subsidiaries to) credit the accounts of such Continuing Employees under any Parent Employee Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Company Plan. (c) If requested by Parent in writing not less than ten (10) Business Days prior to the Effective Time, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, any Company Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code. If Parent so provides notice to the Company, the Company shall deliver to Parent, prior to the Closing Date, evidence that the Company Board has validly adopted resolutions to terminate such Company Plan (the form and each Continuing Employee substance of which resolutions shall be given credit subject to review and approval of Parent, which approval shall not be unreasonably withheld or delayed), effective no later than the date immediately preceding the Closing Date. (d) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific employee benefit plans or to continue the employment of any specific Person. The provisions of this Section 5.7 are for amounts paid under the corresponding group health plan sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an amendment to any of the compensation and benefits plans maintained for or provided to Continuing Employees prior to or following the Effective Time, (ii) impede or limit Parent, the Company, the Surviving Corporation or any of their Affiliates from amending or terminating any Company Plan following the Effective Time or (iii) confer upon or give to any Person (including for the avoidance of doubt any current or former employees, directors, or independent contractors of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesits Subsidiaries, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current on or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation or any of its Subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to perform the Company’s obligations matters provided for in this Section 5.7) under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required or by applicable Law or collective bargaining agreement as a result of Parent’s modifications reason of any material terms and conditions provision of employment for such employees in such employees’ respective jurisdictionsthis Agreement.

Employee Benefits Matters. (a) For Effective as of the Effective Time and, except as otherwise provided in clause (iv) below, for a period of one year thereafter, Gannett shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company or the Company Subsidiaries who continues to be employed by the Company or the Surviving Corporation or any of their respective Subsidiaries (other than such employees covered by a Collective Bargaining Agreement or employees participating in the Belo Change in Control Severance Plan (“CIC Plan Participant”)) (each, an “Affected Employee”), (i) a base salary or regular hourly wage, whichever is applicable, that is no less favorable than the base salary or regular hourly wage provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that Gannett shall have the right to reduce the base salary or regular hourly wages of an Affected Employee consistent with such reductions that are made to similarly situated employees of the Broadcasting Segment of Gannett, (ii) commission opportunities that are no less favorable than the commission opportunities provided to such Affected Employee by the Company immediately prior to the Effective Time; provided that commissions will only be paid to extent of satisfaction of the specified performance goals, (iii) benefits under qualified defined contribution retirement plans that are no less favorable than those provided to such Affected Employee by the Company immediately prior to the Effective Time, and (iv) welfare benefits that (A) for the remaining portion of the 2013 calendar year, are no less favorable than the welfare benefits provided to such Affected Employee by the Company immediately prior to the Effective Time, and (B) for the 2014 calendar year are, in the aggregate, substantially similar to the welfare benefits provided to such Affected Employee by the Company in the 2013 calendar year, modified as necessary so that the increase to the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2014 calendar year does not exceed 5% of the aggregate budgeted welfare benefits costs to the Company of all such plans for the 2013 calendar year (assuming no significant change in the number of participants in such plans from 2013 to 2014); provided, however, that with respect to “paid time off” benefits, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s paid time off policy and honor all accruals thereunder through December 31, 2014 and there will be no carryover of paid time off benefits after 2014. Additionally, effective as of the Effective Time, with respect to Affected Employees who are eligible to participate in the Company’s incentive plans immediately prior to the Effective Time, the following will apply with respect to their incentive opportunities: (x) for the remaining portion of the 2013 fiscal year of the Surviving Corporation, Gannett will maintain, or cause the Surviving Corporation to maintain, the Company’s annual cash bonus programs as in effect immediately prior to the Effective Time and shall administer (or cause to be administered) such plans in a manner consistent with the Company’s practices prior to the Effective Time and the provisions set forth in Section 6.7(a)(i) of the Company Disclosure Letter, and (y) for the 2014 fiscal year of the Surviving Corporation, (I) Gannett will provide, or cause the Surviving Corporation to provide, such Affected Employees with an annual cash bonus program on a basis and with terms and conditions that are no less favorable than the program that is offered to similarly situated employees of the Broadcasting Segment of Gannett and (II) such Affected Employees will be eligible for participation in the Gannett equity incentive compensation program on a basis and with terms and conditions that are no less favorable than those offered to similarly situated employees of the Broadcasting Segment of Gannett. Without limiting the generality of the foregoing, for the one year period following the Effective Time, or such longer period as may be required by applicable Law or contractGannett shall, Parent shall or shall cause the Surviving Corporation to provide or cause each Affected Employee who incurs a termination of employment that would entitle such employee to be provided to employees of severance benefits under the Surviving Corporation or any other affiliate of Parent who were employees circumstances set forth in Section 6.7(a)(ii) of the Company Disclosure Letter (the “Severance Plan”) with severance benefits in amounts and on terms and conditions consistent with the Severance Plan, with any such severance to be determined based on the Affected Employee’s base salary or any Company Subsidiary regular hourly wage as in effect immediately prior to the Effective Time and, (or any higher amount as in each case, to effect thereafter) and taking into account the extent an employee continues employment Affected Employee’s continuous service with the Surviving Corporation Company (including any current or any other former affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any predecessor of the Company) prior to the Effective Time and with Gannett (or any of its affiliates including the Company Subsidiary and its affiliates) after the Effective Time. Each employee of the Company or the Company Subsidiaries who as of immediately prior to the execution Effective Time is covered by a Collective Bargaining Agreement shall be provided with compensation and benefits consistent with the terms of this Agreementthe applicable Collective Bargaining Agreement in effect. (b) Following the Effective Time, Parent with respect to the Affected Employees, Gannett shall provide, or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service provide, that periods of each Continuing Employee employment with the Company (including any current or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan former affiliate of the Company or any predecessor of the Company) shall be taken into account for purposes of determining, as applicable, the eligibility, vesting and levels of benefits under all employee benefit plans maintained by Gannett or an affiliate of Gannett for the benefit of the Affected Employees (the “New Plans”) provided that such service credit (i) shall not apply for purposes of calculating a participant’s benefit under a defined benefit pension plan, (ii) shall not result in a duplication of benefits for the same period of service; (iii) shall not apply to newly established plans for which similar situated employees of the Broadcasting Segment of Gannett do not receive such credit; and (iv) shall only apply to the extent that the Affected Employee received such service credit under a similar Old Plan (as defined below) immediately prior to commencing participation in the New Plan. Notwithstanding the foregoing, such service credit rules shall not apply to any New Plan that is frozen to new participation or that provides grandfathered benefits (e.g., Affected Employees may not participate in Gannett’s pension plans or retiree welfare plans that are closed to new participants or provide grandfathered benefits). The protections set forth in this Section 6.7(b) shall apply to the CIC Plan Participants but only with respect to New Plans that are generally offered to all Affected Employees. (c) Following the Effective Time, without limiting the generality of Section 6.7(b), (i) each Affected Employee or CIC Plan Participant shall be immediately eligible to participate, without any waiting time or satisfaction of evidence of insurability requirements, in any and all New Plans that are health (which, for the avoidance of doubt, includes medical, dental, vision and prescription drug insurance) or income replacement plans to the extent coverage under such New Plan is comparable to a Company Subsidiary maintained Plan that is a health or income replacement plan in which such Affected Employee or CIC Plan Participant participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), other than waiting periods or evidence of insurability requirements that would have been in effect with respect to such Affected Employee or CIC Plan Participant immediately prior to the Effective Time under the comparable Old Plan; and (ii) for purposes of each New Plan providing health or income replacement benefits to any Affected Employee or CIC Plan Participant, Gannett shall, and shall cause the Surviving Corporation to, (A) 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, unless such conditions would not have been waived under the comparable Old Plan in which such employee participated immediately prior to the Effective Time, and (B) credit each Continuing Affected Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesCIC Plan Participant with all deductible payments, co-payments and out-of-pocket maximums for or other co-payments paid by such plan year. (c) As employee under any Old Plan providing health benefits during the portion of the Effective Time, Parent shall cause plan year of the Surviving Corporation Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to honor be taken into account for the onepurpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or of-pocket maximum under any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention New Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesproviding health benefits. (d) Parent shall use its reasonable best efforts Nothing contained herein, expressed or implied, is intended to procure consents from non-U.S. Continuing Employees that confer upon any employee of the Surviving Corporation, the Company, any Company Subsidiary or any of their respective Affiliates any benefits under any benefit plans, programs, policies or other arrangements, including severance benefits or right to employment or continued employment with the Surviving Corporation, the Company, any Company Subsidiary or any of their respective Affiliates by reason of this Agreement. In addition, the provisions of this Agreement are required by applicable Law or collective bargaining agreement as a result for the sole benefit of Parent’s modifications the parties to this Agreement and are not for the benefit of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsthird party.

Employee Benefits Matters. (a) For As of the date hereof, the Parties intend that, subject to the terms of any agreement with any works council, trade union, or other labor organization and the limitations of applicable Law, for the period commencing at the Effective Time and ending on the earlier of (i) the one year following anniversary of the Effective TimeTime and (ii) December 31, or such longer period as may be required by applicable Law or contract2018 (the "Continuation Period"), Parent shall Cyclone shall, or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of applicable Cyclone Subsidiary (including Hurricane and its Subsidiaries) to, provide to Continuing Employees with (A) an annual base salary (or hourly wages, as applicable) and annual cash incentive compensation opportunities that are substantially comparable to the Company or any Company Subsidiary annual base salary and annual cash incentive compensation opportunities received by such Continuing Employee immediately prior to the Effective Time andand (B) group retirement plans and health and welfare plans benefits (excluding, in each casefor the avoidance of doubt, any equity or equity based compensation program) that are substantially comparable to the extent an employee continues employment with group retirement plans and health and welfare plans benefits provided to the Continuing Employees immediately prior to the Effective Time. Notwithstanding the foregoing intention, during the Continuation Period, Cyclone, the Surviving Corporation or any other affiliate Cyclone Subsidiary, as applicable, may (A) reduce the compensation or benefits of Parent (the “any Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees Employee who was employed by the Company Hurricane or any Company Subsidiary its Subsidiaries immediately prior to the execution of this AgreementEffective Time (the "Hurricane Continuing Employees") to provide compensation and benefit levels to such Hurricane Continuing Employee that are substantially comparable to the compensation and benefit levels received by a similarly situated Continuing Employee who was employed by Cyclone or its Subsidiaries immediately prior to the Effective Time (the "Cyclone Continuing Employees") or (B) reduce any Cyclone Continuing Employee's compensation or benefits to provide compensation and benefit levels to such Cyclone Continuing Employee that are substantially comparable to the compensation and benefit levels received by a similarly situated Hurricane Continuing Employee. (b) Following Effective as of the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of vesting, eligibility to participate and vesting level of benefits under the Cyclone Benefit Plans or Hurricane Benefit Plans providing benefits to any employee benefit plans, programs of Cyclone or arrangements maintained by Parent, the Surviving Corporation, Hurricane or any of their affiliates that employs respective Subsidiaries who continues to be employed by Hurricane, Cyclone, the Surviving Corporation or any of their respective Subsidiaries immediately after the Effective Time (collectively, the "Continuing Employee; providedEmployees" and such benefit plans, howevercollectively, that such crediting the "New Plans"), each Continuing Employee shall be credited with his or her years of service with Hurricane, Cyclone or any of their respective Subsidiaries and their respective predecessors before the Effective Time to the extent such Continuing Employee was entitled, before the Effective Time, to credit for such service under any Cyclone Benefit Plan or Hurricane Benefit Plan, as applicable, for similar purposes prior to the Effective Time; provided that the foregoing shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations apply with respect to (A) any defined benefit pension plan or equity-based plan or arrangement, (B) the Continuing Employees to the same extent waived under the applicable group health plan level of the Company retirement savings contribution under any tax-qualified or non-qualified defined contribution plans, (C) the determination of the level of benefits, including any Company Subsidiary maintained employer subsidy, applicable to a Continuing Employee under any New Plan that provides retiree medical benefits, (D) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (E) if such service was recognized for similar purposes prior to the Effective Time, to the extent that its application would result in a Continuing Employee receiving service credit in excess of the maximum service credit that such Continuing Employee, respectively, could be credited for such similar purpose or (F) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service. Notwithstanding anything to the contrary within the foregoing sentence, nothing in this Section 6.7(b) shall be interpreted to prevent any Continuing Employee from receiving the full service credit for his or her years of service with Hurricane, Cyclone or any of their respective Subsidiaries and their respective predecessors before the Effective Time that was already provided to such individual within any benefit plan in which that Continuing Employee was participating in or was eligible to participate in immediately prior to the Effective Time. In addition, and without limiting the generality of the foregoing, in the calendar year in which the Effective Time occurs, (1) each Continuing Employee shall be given credit immediately eligible to participate, without any waiting time, in any and all New Plans providing medical, dental, pharmaceutical and/or vision benefits to the extent coverage under such New Plan is replacing comparable coverage under a Hurricane Benefit Plan or Cyclone Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits, as applicable, in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the "Old Plans"), and (2) for amounts paid purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Cyclone and Hurricane shall use commercially reasonable efforts to cause (I) all pre-existing condition exclusions and actively-at-work requirements of such New Plan providing medical, dental, pharmaceutical and/or vision benefits to be waived for such Continuing Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to the Effective Time, was subject to such conditions under the corresponding group health plan comparable Old Plans, and (II) any eligible expenses incurred by such Continuing Employee and his or her covered dependents under the Old Plans providing medical, dental, pharmaceutical and/or vision benefits during the portion of the Company plan year of the Old Plan ending on the Effective Time to be taken into account under such New Plan providing medical, dental, pharmaceutical and/or vision benefits for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or any Company Subsidiary during her covered dependents for the applicable plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for as if such plan yearamounts had been paid or satisfied in accordance with such New Plan. (c) As Cyclone and Hurricane shall reasonably cooperate in respect of the Effective Timeconsultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Cyclone or Hurricane and their respective Subsidiaries in accordance with all applicable Laws and works council or other bargaining agreements, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesif any. (d) Parent Between the date of this Agreement and the Effective Time, Hurricane and Cyclone shall use its their commercially reasonable best efforts to procure consents cooperate with each other as necessary to enable the Parties to comply with the provisions of this Section 6.7 and to furnish to one another such information regarding employment and benefits (including information related to the provision of services by any third-party vendors) as the other may from nontime to time reasonably request. (e) No later than thirty (30) business days following the date of this Agreement, Hurricane shall deliver to Cyclone a list of each "disqualified individual" (as defined in Section 280G of the Code) of Hurricane and its Subsidiaries and (i) Hurricane's reasonable, good faith estimate of the maximum amount (separately identifying single and double-U.S. Continuing Employees trigger amounts and tax gross-up payments, if any) that are required by applicable Law or collective bargaining agreement could be paid to such disqualified individual as a result of Parent’s modifications any of the transactions contemplated by this Agreement (alone or in combination with any other event), (ii) the "base amount" (as defined in Section 280G(b)(3) of the Code) for each such disqualified individual and (iii) underlying documentation on which such calculations are based. Such information shall be updated and delivered to Cyclone not later than twenty (20) business days prior to the anticipated Closing Date. (f) Hurricane and Cyclone shall provide each other with a copy of any material terms written communications intended for broad-based and conditions general distribution to any current or former employees of employment Hurricane, Cyclone or any of their respective Subsidiaries if such communications relate to any of the Transactions, and will provide the other party with a reasonable opportunity to review and comment on such communications prior to distribution. (g) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Cyclone, the Surviving Corporation or any affiliate of Cyclone, or shall interfere with or restrict in any way the rights of Cyclone, the Surviving Corporation or any affiliate of Cyclone, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Cyclone, the Surviving Corporation, Hurricane or any affiliate of Cyclone and the Continuing Employee or any severance, benefit or other applicable plan or program covering such employees Continuing Employee. Notwithstanding any provision in such employees’ respective jurisdictions.this Agreement to the contrary, nothing in this Section 6.7, express or implied, shall (i) be deemed or construed to be an amendment or other

Employee Benefits Matters. All employees of the Company (athe “Company Employees”) For one year who are employed by the Company immediately prior to the Closing, including those on vacation and authorized leave of absence (including, without limitation, family medical leave, military leave, sick leave, and short-term disability leave), will remain employed immediately following the Closing (such employees in the United States, the “U.S. Continuing Employees”). From and after the Effective Time, or such longer period as may be required by applicable Law or contractParent shall, Parent shall or and shall cause the Surviving Corporation to, assume, honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to provide or cause to be provided to employees in respect of all Company Employees arising under the Surviving Corporation or any other affiliate terms of Parent who were employees of the Company or any Company Subsidiary each Employee Plan, as in effect immediately prior to the Effective Time, for as long as such Employee Plan is in effect. For a period of not less than one (1) year following the Effective Time and(the “Benefits Continuation Period”), in each caseParent shall, to the extent an employee continues employment with and shall cause the Surviving Corporation to, provide each U.S. Continuing Employee with (i) base salary (or any other affiliate of Parent (the “Continuing Employees”base wages) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) thatannualized cash target bonuses, in the aggregate, are substantially similar to those that were no less favorable than the base salary (or base wages) and annualized cash target bonuses, in the aggregate, provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each such U.S. Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained immediately prior to the Effective Time, and each (ii) benefits (other than equity-based benefits) that are substantially comparable in the aggregate to the employee benefits provided to such U.S. Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which immediately prior to the Effective Time occurs for purposes of applying deductibles, co-payments Time. From and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, for the purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Parent, the Surviving Corporation or any of their respective Affiliates, Parent shall, and shall cause the Surviving Corporation to, cause each U.S. Continuing Employee to receive service credit for service with the Company to the same extent such service credit was granted under the Employee Plans (other than for the purposes of benefit accrual under a defined benefit plan) immediately prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation to honor for (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary U.S. Continuing Employees (and any current dependents or former director, officer or employee of the Company or beneficiaries thereof) under any Company Subsidiary. In addition, Parent shall, welfare 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 under any welfare benefit plan maintained for the U.S. Continuing Employees immediately prior to the Effective Time and (ii) use commercially reasonable efforts to provide each U.S. 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. Parent shall, and shall cause the Surviving Corporation to perform the Company’s obligations to, honor all vacation, personal and sick days accrued by Company Employees under the ChipPACplans, Inc. Employee Retention Plan policies, programs and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees arrangements of the Company and the Company Subsidiaries contingent upon the occurrence of immediately prior to the Effective Time Time. Nothing in an aggregate cash amount of US$5.0 millionthis Section 7.03 shall be deemed to amend any Employee Plan or other plan, agreement or arrangement, and the individual award agreements provisions of this Section 7.03 are not intended to be entered into thereunder with participating employees of confer upon any person other than the Company and parties hereto any rights or remedies hereunder, nor to change the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from nonat-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications will status of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsCompany Employee who is currently an at-will employee.

Employee Benefits Matters. (a) For Parent hereby agrees that, for a period of one year following after the Effective Time, it shall, or such longer period as may be required by applicable Law or contract, Parent shall or it shall cause the Surviving Corporation to provide or cause to be provided to and its subsidiaries to, provide, in the aggregate, employees of the Company and the Company Subsidiaries as of the Effective Time (other than those employees covered by a collective bargaining agreement), with salaries, employee benefits and incentive compensation opportunities (other than equity-based compensation) that are substantially comparable in the aggregate to those provided to such employees immediately prior to the Effective Time. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to comply with the terms of (including terms which provide for amendment or termination) all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Company Subsidiaries, including any applicable collective bargaining agreement, as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any other affiliate Company Subsidiary. Nothing herein shall obligate the Surviving Corporation to continue the Company’s Supplemental Executive Retirement Plan, dated December 21, 1994, as amended (or any substantially equivalent plan), or any bonus programs offered as of Parent who were employees the date hereof to any of the senior executives of the Company (or any substantially equivalent program) or otherwise renew agreements with executives of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially on similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreementterms. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service Employees of each Continuing Employee with the Company or any and the Company Subsidiary determined as of the Effective Time Subsidiaries shall receive credit for all purposes (including for purposes of eligibility to participate, vesting, benefit accrual and vesting eligibility to receive benefits, but excluding benefit accruals under any defined benefit pension plan) under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Corporation or any of their affiliates that employs respective subsidiaries under which each such employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any Continuing Employeeof the Company Subsidiaries under comparable Plans immediately prior to the Effective Time; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit Such plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and credit each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of for service accrued or deemed accrued on or prior to the Effective Time with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent or the Surviving Corporation (“Purchaser Welfare Benefit Plans”) in which an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees active employee of the Company and the Company SubsidiariesSubsidiaries may become eligible to participate in following the Effective Time, Parent shall (i) waive, or use reasonable best efforts to cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each such active employee under any Purchaser Welfare Benefit Plan to the same extent waived under a comparable Plan and (ii) use reasonable best efforts to cause any eligible expenses incurred by any employee of the Company or the Company Subsidiaries and his or her covered dependents under comparable Plans during the plan year in which such individuals move to a comparable Purchaser Welfare Benefit Plan to be taken into account under the Purchaser Welfare Benefit Plans for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her dependents as if such amounts had been paid in accordance with the Purchaser Welfare Benefit Plans, and (iii) waive, or use reasonable best efforts to cause its insurance carrier to waive, any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an employee of the Company or the Company Subsidiaries and his or her eligible dependents on or after the Effective Time during the plan year in which such individuals move to a comparable Purchaser Welfare Benefit Plan. (d) No later than five business days prior to the Closing Date, the Company shall provide Parent with a list setting forth the number of employees by facility who have experienced an “employment loss” under the WARN Act, during the six-month period ending on the Closing Date; provided that this shall use its reasonable best efforts not apply with respect to procure consents from nonany facility at which sufficient employees have not been employed at any time in such six-U.S. Continuing Employees that are month period so as to be subject to the WARN Act. (e) Without limiting the generality of the foregoing, no provision of this Agreement shall create any third party beneficiary rights in any employee or former employee of the Company or any of the Subsidiaries (including any beneficiary or dependent thereof) in respect of continued employment by the Company or any of the Subsidiaries or otherwise. Except as required by under any applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of agreement, nothing herein shall (i) guarantee employment for such employees in such employees’ any period of time or preclude the ability of Parent or the Surviving Corporation or its subsidiaries to terminate any employee of the Company for any reason, (ii) require Parent or the Surviving Corporation or any of their respective jurisdictionssubsidiaries to continue any Plans, employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Closing Date or (iii) amend any Plans, employee benefit plans or arrangements.

Employee Benefits Matters. (a) For one year following During the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause beginning on the Surviving Corporation to provide or cause to be provided to employees Closing Date and ending on the first (1st) anniversary of the Surviving Corporation or any other affiliate Closing Date, Purchaser shall provide each employee of Parent the Company who were is employed by the Company as of the Closing (including employees of the Company that are co-employed with a professional employer organization) (the “Company Employees”) with a base salary or any hourly wage rate and other cash compensation opportunities, including bonus, incentive and commission opportunities, that are no less favorable in the aggregate than the cash compensation opportunities provided to each such Company Subsidiary Employee immediately prior to the Effective Time andClosing Date and with employee benefits (excluding equity arrangements) that are substantially comparable in the aggregate to the Employee Benefit Plans and other benefit and compensation plans, programs, policies, agreements or arrangements (excluding equity arrangements) maintained by the Company as of immediately prior to the Closing Date. Purchaser further agrees that, from and after the Closing Date, Purchaser shall and shall cause each Company Employee to be granted credit for all service with the Company and any of their predecessors earned prior to the Closing Date for all purposes, including eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations, but excluding defined benefit pension, retiree welfare, equity-based incentive compensation or any similar plan, program or agreement, under any benefit or compensation plan, program, policy, agreement or arrangement that is sponsored or maintained by or may be established or maintained by Purchaser or a Company or any of their Affiliates on or after the Closing Date (the “New Plans”), in each case, to the extent an employee continues employment with the Surviving Corporation or that such credit does not result in any other affiliate duplication of Parent benefits. In addition, Purchaser shall use commercially reasonable efforts to (the “Continuing Employees”A) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognizedwaived 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 Company Employee (or covered dependent thereof) the service of each Continuing under any Employee with the Company or any Company Subsidiary determined Benefit Plan as of the Effective Time for purposes of eligibility Closing Date and vesting under (B) cause any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesdeductible, co-payments insurance and out-of-pocket maximums expenses paid on or before the Closing Date by any Company Employee (or covered dependent thereof) to be taken into account for purposes of satisfying any applicable deductible, coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation, in each case, to the extent that such plan year. (c) As credit does not result in any duplication of benefits. Purchaser agrees that Purchaser and the Company shall be solely responsible for satisfying the requirements of Section 4980B of the Effective TimeCode for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B‑9. Nothing in this Agreement shall confer upon any Company Employee or any other individual any right to continue in the employ or service of Purchaser or its Affiliates (including, Parent after the Transactions, the Company). Nothing in this Section 6.8 shall cause the Surviving Corporation (i) be deemed or construed to honor for the one-year period following the Effective Time all employment and severance agreements existing as establish, or be an amendment or other modification of, any Employee Benefit Plan, New Plan or other employee benefit plan of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between Purchaser, the Company or any Company Subsidiary and of their Affiliates or (ii) create any third-party rights in any Person, including any current or former director, officer or employee of the Company Employee (or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation beneficiaries or dependents thereof). (b) Subject to perform the Company’s obligations under delivery to Purchaser on the ChipPACClosing Date of a true and complete list of layoffs, Inc. Employee Retention Plan and the ChipPACby location, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of implemented by the Company in the 90-day period preceding the Closing Date, Purchaser shall be solely responsible for any and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees all liabilities that are required by applicable Law or collective bargaining agreement arise as a result of ParentPurchaser’s modifications actions following the Closing Date, including but not limited to any obligation to provide any notices, payments or any other benefits due to any employees, and any notices, payments, fines or assessments due to any Governmental Entity, pursuant to any law, statute, rule, or regulation arising out of any material terms plant closings or the employment, discharge or layoff of any employees by the Company or by Purchaser from and conditions after the Closing, including the Worker Adjustment and Retraining Notification Act of employment for such employees in such employees’ respective jurisdictions1988 or any similar state or local law, statute, rule, act, code, ordinance or regulation (“WARN Act”).

Employee Benefits Matters. (a) For one year following Except as provided in the last sentence of this Section 7.10(a) and subject to any obligations under any plan or arrangement that has been the subject of the collective bargaining process, Parent and the Surviving Corporation shall have no obligation to continue after the Effective Time, Time any plan or such longer period arrangement in effect immediately before the Effective Time (except as may be otherwise required by applicable Law Law, including without limitation ERISA and the Code) for current or contractformer employees, officers or directors of the Company or any Company Subsidiary, and shall have the discretion to continue or terminate any of such programs, or to merge any of them into plans or arrangements in effect for other employees of Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of Corporation. To the Surviving Corporation or any other affiliate of Parent who were extent legally permitted, employees of the Company or any Company Subsidiary immediately shall receive credit for purposes of eligibility to participate and vesting under any employee pension benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its Subsidiaries and for the purpose of eligibility and determining the amount of any benefit with respect to any employee welfare benefit plan, program or arrangement established or maintained by the Surviving Corporation for service accrued or deemed accrued prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit If, during the annual period of coverage (the “Applicable Period of Coverage”) in which falls the Closing Date, the Surviving Corporation shall terminate any “group health plan,” within the meaning of Code Section 4980B(g)(2), program in which one or arrangement that provides more of the Company’s or a Company Subsidiary’s employees participated immediately prior to the Closing Date, the Surviving Corporation shall cause any successor group health benefits plan to Continuing Employees shall waive apply any waiting or pre-existing condition limitations with respect period only to the Continuing Employees to the same extent waived under the applicable group health plan its duration is not in excess of the Company corresponding waiting or pre-existing condition limitations period applied under such predecessor plan and to give credit for any Company Subsidiary maintained such employee’s participation in the predecessor plan prior to the Effective Time, and Closing Date for covered expenses paid by any each Continuing Employee shall be given credit for amounts paid such employee under the corresponding group health a predecessor plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes Applicable Period of applying deductiblesCoverage towards satisfaction of any annual deductible limitation, co-payments and payment and/or out-of-of pocket maximums for maximum applied under such plan year. (c) As of the Effective Time, successor group health plan. Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, also cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan change in control and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments other agreements referred to employees in Section 7.10(a) of the Company Disclosure Schedule between the Company and certain of its officers and employees unless any such officer or employee agrees otherwise. (b) From the date of this Agreement until the Effective Time, the Company shall (i) promptly notify Parent and Purchaser of any pending or, to the knowledge of the Company threatened, strike, slowdown, lock-out or work stoppage against the Company or any of the Company Subsidiaries contingent upon the occurrence of the Effective Time and (ii) take all actions reasonable to prevent any such strike, slowdown, lock-out or work stoppage, including pursuing court-related or supervised mitigation and taking other such actions as are reasonable and advisable in an aggregate cash amount of US$5.0 millionfurtherance thereof with respect to any such strike, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesslowdown, lock-out or work stoppage that shall occur. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, The Company shall or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Company and the Surviving Corporation to promptly pay or provide when due all compensation and benefits earned through or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, as provided pursuant to the extent an employee continues terms of any compensation arrangements, employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and fringe former employees) and directors (and former directors) of the Company. Parent and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any individual agreement with any employee, former employee, director or former director in effect and disclosed to Parent as of the date hereof. Nothing herein shall require the continued employment of any person or prevent the Company and/or the Surviving Corporation from taking any action or refraining from taking any action which the Company could take or refrain from taking prior to the Effective Time. (other than equity based compensation arrangementsb) thatExcept as contemplated herein, Parent shall cause the Surviving Corporation, for the period ending on December 31, 1999, to provide employee benefits under plans, programs and arrangements which, in the aggregate, are substantially similar to those that were provided will provide benefits to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution employees of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation (other than employees covered by a collective bargaining agreement) which are no less favorable than those provided pursuant to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or and arrangements maintained of the Company in effect on the date hereof (other than stock-based plans) and employees covered by Parent, collective bargaining agreements shall be provided with such benefits as shall be required under the Surviving Corporation, or terms of any of their affiliates that employs any Continuing Employeeapplicable collective bargaining agreement; provided, however, that such crediting of service nothing herein shall not operate to duplicate any benefit prevent the amendment or the funding termination of any such benefit. Each such employee benefit plan, program or arrangement arrangement, require that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to Surviving Corporation provide or permit investment in the same extent waived under the applicable group health plan securities of Parent, the Company or any Company Subsidiary maintained prior the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to the Effective Timemake such changes as are necessary to conform with applicable law. On and after January 1, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time2000, Parent shall cause provide employees of the Surviving Corporation (other than those covered by collective bargaining agreements) with benefits, in the aggregate, that are no less favorable than those provided to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to similarly situated employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result subsidiaries of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Effective as of the Effective Time, or such longer Time and for a period as may be required by applicable Law or contractof two (2) years thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide or cause provide, to each employee of the Company who continues to be provided to employees of employed by the Company or the Surviving Corporation (the “Affected Employees”), (i) a base salary or any other affiliate of Parent who were employees of regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Affected Employee by the Company or any Company Subsidiary immediately prior to the Effective Time andTime, in each case(ii) bonus opportunity, sales and service incentive award compensation opportunity provided to such Affected Employee by the Company immediately prior to the extent an Effective Time, and (iii) employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than excluding defined benefit pension plan benefits and any equity based compensation arrangementsaward opportunities) thatthat are, in the aggregate, are substantially similar comparable to (A) those that were provided to the Continuing Employees such Affected Employee (including all dependents) by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, but in no event less than (B) those provided to those generally offered from time to time to similarly situated employees of Parent. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to recognize provide, that periods of employment with the Company (including, without limitation, any current or cause to be recognized) the service former affiliate of each Continuing Employee with the Company or any Company Subsidiary determined predecessor of the Company) shall, to the extent recognized by the Company, be taken into account for purposes of determining, as applicable, the eligibility for participation and vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Affected Employees, including, without limitation, vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans, except as would result in a duplication of benefits. Effective as of the Effective Time for purposes of eligibility and vesting under any employee benefit plansthereafter, programs or arrangements maintained by ParentParent shall, and shall cause the Surviving CorporationCorporation to, or (x) reduce any period of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides limitation on health benefits coverage of Affected Employees due to Continuing Employees shall waive pre-existing condition limitations conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) except for insured benefit plans (if required by applicable Law), waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Continuing Affected Employees to the same extent waived under the applicable group Benefits Plans and (z) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health plan benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any Company Subsidiary maintained such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer and the Merger shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation days pursuant to any policies applicable to such Affected Employee immediately prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (cb) As of the Effective TimeParent shall maintain and honor, Parent or shall cause the Surviving Corporation to honor for maintain and honor, the one-year period following Company’s current severance plan described in Schedule 6.8(b) until December 31, 2012. (c) With respect to the defined benefit pension plans maintained by the Company immediately prior to the Effective Time all employment and severance agreements existing as of the date hereof and set forth in on Schedule 3.10(a6.8(c) of (the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition“Pension Plans”), Parent shallshall maintain and honor, after the Effective Time, or shall cause the Surviving Corporation to perform maintain and honor, the Company’s obligations Pension Plans until December 31, 2011. Parent shall provide, or shall cause the Surviving Corporation to provide, that each participant in a Pension Plan who is eligible to receive an accrual of benefits under the ChipPAC, Inc. Employee Retention such Pension Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence as of the Effective Time shall continue to receive such accruals in an aggregate cash amount of US$5.0 million, and accordance with the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees the Pension Plan as in effect immediately prior to the Effective Time until December 31, 2011. In the event any Pension Plan is terminated on or following December 31, 2011, Parent shall provide, or shall cause the Surviving Corporation to provide, that each participant in such Pension Plan shall be eligible to participate in a defined contribution plan with terms and conditions (including, without limitation, employee and employer contributions) that are substantially similar to the terms and conditions of a Parent Defined Contribution Plan for similarly situated employees of Parent in such country or geographic location. “Parent Defined Contribution Plan” means a Parent defined contribution plan (or a cash balance plan or hybrid cash balance plan where a defined contribution plan is not currently in place for similarly situated employees’ respective jurisdictions) in effect from time to time for Parent employees who are not eligible to participate in a defined benefit pension plan.

Employee Benefits Matters. (a) For one year following From and after the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or assume and honor all Company Benefit Plans and shall cause honor all Parent Benefit Plans (including the Surviving Corporation to provide or cause to be provided to employees arrangements identified on Section 6.7 of the Surviving Corporation or any other affiliate Parent Disclosure Letter). For all purposes under the employee benefit plans of Parent who were employees and its affiliates providing benefits to any current or former employee of Parent, the Company or any Company Subsidiary immediately prior to the Effective Time andof their respective affiliates (collectively, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation after the Effective Time (the “New Plans”), and employee benefit planssubject to Applicable Law, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the each Continuing Employees by Employee shall be credited with his or her years of service with Parent or the Company or any Company Subsidiary immediately prior of their respective affiliates, as the case may be, before the Effective Time, to the execution same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Parent Benefit Plans or Company Benefit Plans, as applicable, except to the extent such credit would result in a duplication of this Agreementbenefits. In addition, and without limiting the generality of the foregoing, and subject to any Applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Parent Benefit Plan or Company Benefit Plan, as applicable, in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent shall use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (b) Following This Section 6.7 shall inure solely to the Effective Timebenefit of the Parties, Parent and nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with Parent, the Company or any Company Subsidiary determined as of their respective affiliates, or shall interfere with or restrict in any way the Effective Time for purposes rights of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, Company or any of their affiliates that employs respective affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee; providedEmployee at any time for any reason whatsoever, howeverwith or without cause. Notwithstanding any provision in this Agreement to the contrary, that such crediting of service nothing in this Section 6.7 shall not operate (i) be deemed or construed to duplicate any benefit be an amendment or the funding other modification of any such benefit. Each such employee benefit planParent Benefit Plan or Company Benefit Plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or (ii) create any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year third party rights in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former directorservice provider of Parent, officer or employee of the Company or their affiliates (or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesbeneficiaries or dependents thereof). (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year Parent hereby agrees that, for a period of two years immediately following the Effective Time, it shall, or it shall cause the Surviving Company and its subsidiaries to, (i) provide each employee of the Company as of the Effective Time (each, an "EMPLOYEE") with at least the same level of base salary, cash incentive compensation and other cash variable compensation that was provided to each such longer period Employee immediately prior to the Effective Time, and (ii) provide the Employees with employee benefits (other than equity-based compensation) that are no less favorable in the aggregate than those provided to such Employees immediately prior to the Effective Time. Parent hereby agrees that, except as may be required by applicable Law or contractset forth in Section 6.06(a) of the Company Disclosure Schedule, Parent shall it shall, or shall cause the Surviving Corporation to provide or cause to be provided to employees of Company to, maintain the Surviving Corporation or any other affiliate of Parent who were employees bonus plan set forth in Section 6.06(a) of the Company or any Disclosure Schedule in respect of calendar year 2004 in accordance with the terms of such plan as in effect on the date of this Agreement (including with respect to the timing of payment of bonuses) and, prior to the Effective Time, the Company Subsidiary agrees that such plan will be maintained in accordance with its terms (including with respect to the timing of payment of bonuses). From and after the Effective Time, Parent shall cause the Surviving Company and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time and, in each case, that are applicable to the extent an employee continues employment with the Surviving Corporation any current or any other affiliate former employees or directors of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this AgreementSubsidiary. (b) Following the Effective TimeEmployees shall receive credit for all purposes (including, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility to participate, vesting, benefit accrual and vesting eligibility to receive benefits, but excluding benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement (including vacation plans, programs and arrangements) established or arrangements maintained by Parent, the Surviving Corporation, Company or any of their affiliates that employs respective subsidiaries under which each Employee may be eligible to participate on or after the Effective Time for service with the Company and its Subsidiaries through the Effective Time to the same extent recognized by the Company or any Continuing Employeeof the Subsidiaries under comparable Plans immediately prior to the Effective Time. Such plan, program or arrangement shall credit each such Employee for service accrued or deemed accrued on or prior to the Effective Time with the Company or any Subsidiary; providedPROVIDED, howeverHOWEVER, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan. (c) Notwithstanding anything to the contrary in this Agreement, program Parent agrees that it shall, or arrangement that provides health shall cause the Surviving Company to, provide severance benefits to Continuing Employees each Employee employed at the Company's executive offices who is terminated during the one year period immediately following the Effective Time in an amount calculated as set forth in Section 6.06(c) of the Company Disclosure Schedule. (d) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Parent or the Surviving Company ("PURCHASER WELFARE BENEFIT PLANS") in which an Employee may be eligible to participate on or after the Effective Time, Parent shall waive pre(a) waive, or cause its insurance carrier to waive, all limitations as to preexisting and at-existing condition limitations work conditions, if any, with respect to the Continuing Employees participation and coverage requirements applicable to each Employee under any Purchaser Welfare Benefit Plan to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timea comparable Plan, and (b) provide credit to each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments payments, deductibles and out-of-pocket maximums for expenses paid by such Employee under the Plans during the relevant plan year. (c) As of , up to and including the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Acquiror agrees that each employee of the Effective Time, Company who continues employment with Acquiror or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation after the Effective Time (a “Continuing Employee”) shall, subject to provide or cause any applicable plan provisions, contractual requirements, insurance policy terms and applicable Laws, (i) be eligible to be provided participate in Acquiror’s health, vacation, severance and 401(k) plans, to substantially the same extent as similarly situated employees of the Surviving Corporation Acquiror, and (ii) receive credit under such plans for such Continuing Employee’s consecutive partial or any other affiliate full years of Parent who were employees of service with the Company or any Company Subsidiary immediately prior to the Effective Time andfor purposes of determining such Continuing Employee’s eligibility to participate in such plans (but not for purposes of any accruals under any such plans). (b) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall obligate Acquiror to make or cause to be made an offer of continuing employment to any particular employee of the Company. The employment by Acquiror or the Surviving Corporation of all Continuing Employees shall be solely on at “at-will” basis. No Continuing Employee, and no other Company Associate, shall be deemed to be a third party beneficiary of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, from and after the Effective Time, Acquiror and the Surviving Corporation shall 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 6.15, nothing in this Agreement shall prevent Acquiror and the Surviving Corporation from amending or terminating any Company Benefit Plan or any benefit plan of Acquiror, in each case, to the extent an employee continues employment permitted by its terms. (d) With respect to any welfare plan maintained by Acquiror in which employees of the Company are eligible to participate after the Effective Time, Acquiror shall, subject to any applicable plan provisions, contractual requirements, insurance policy terms and applicable Laws, waive all limitations as to preexisting conditions and exclusions with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation respect to participation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar coverage requirements applicable to those that were provided such employees to the Continuing Employees extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans maintained by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained its Affiliates prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following At least 20 days before the Closing Date, Sellers shall provide Buyer with an updated list of the Business Employees as of such date. At least 10 days before the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to all Business Employees who pass Buyer’s pre-employment drug screening and fitness-for-duty tests and are not ineligible for hire as of the Closing Date due to a previous relationship with Buyer (any such Business Employee being a “Qualifying Business Employee”). Any Qualifying Business Employee who accepts such offer of employment and becomes an employee of Buyer or an Affiliate of Buyer as of the Closing Date shall be a “Transitioned Employee.” (b) Except as provided in Section 8.4(j), Sellers shall be responsible for payment of all obligations required or committed to the Business Employees with respect to the period prior to the Effective Time, including salaries, wages, payroll Taxes, retirement, vacation pay and any other obligations and expenses of any kind arising out of the employment by, or termination from the employment of, such longer period Seller of such employees. Buyer shall be responsible for all obligations and costs with respect to Transitioned Employees arising after the Effective Time out of their employment by Buyer or an Affiliate of Buyer or the termination by Buyer or an Affiliate of Buyer thereof or the hiring practices of Buyer or any Affiliate thereof. (c) Buyer is not acquiring or succeeding to any obligations with respect to any Employee Benefit Plan sponsored, maintained or contributed to by Sellers or any Commonly Controlled Entity of either Seller. (d) The Seller Plans shall be solely responsible for any Liabilities that may arise with respect to the application of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (“COBRA”) with respect to, and for extending continuation coverage under, COBRA to any employees and former employees of Sellers, or to any qualified beneficiaries of such employees and former employees, including Transitioned Employees, who incur a “qualifying event” (as that term is defined in Code Section 4980B(f)) on or before the Effective Time. Buyer shall be responsible for any Liabilities that may be arise under COBRA with respect to, and for extending continuation coverage under COBRA to, all Transitioned Employees and qualified beneficiaries thereof who incur a “qualifying event” while covered under a Buyer group health plan subsequent to the Effective Time. Sellers will provide the certification described in Sections 9801 et seq. of the Code to the extent required by applicable Law or contractfor all Transitioned Employees as of the Closing Date. Except to the extent required by Law, Parent Buyer shall or shall cause the Surviving Corporation to provide or cause not be deemed to be provided a successor employer for COBRA purposes. (e) The Seller Plans shall be responsible for the payment of benefits to employees of Transitioned Employees and their dependents or beneficiaries for any claims incurred under the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately Seller Plans prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation Time. Employee Benefit Plans of Buyer or any other affiliate of Parent its Affiliates (the “Continuing EmployeesBuyer Plans”) compensation shall be responsible for the payment of benefits to Transitioned Employees and employee benefit planstheir dependents or beneficiaries for claims incurred under such Buyer Plans on or after the Effective Time. For this purpose, programs a claim shall be deemed to be incurred as follows: (i) life, accidental death and policies dismemberment, and fringe disability insurance benefits, upon the death, accident or other event giving rise to such benefits, and (ii) medical, dental and prescription drug benefits (other than equity based compensation arrangements) thatincluding in respect of any hospital confinement), in upon provision of the aggregateapplicable services, are substantially similar to those that were provided to the Continuing Employees by the Company materials or any Company Subsidiary immediately prior to the execution of this Agreementsupplies. (bf) Following On and after the Effective TimeClosing Date, Parent Buyer shall provide to each Transitioned Employee, including those who are actively employed or shall cause on leave, disability or other absence from employment, compensation and benefits that, on the Surviving Corporation whole, are comparable to recognize (or cause the benefits provided by Buyer to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined its own similarly situated employees as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employeedate thereof; provided, however, that such crediting nothing herein shall be deemed to require Buyer to continue the employment of any employee for any period or to restrict Buyer from making changes to any benefits provided to, or compensation paid to, any employee in the future. As of the Effective Time, all Transitioned Employees shall cease to participate in any Seller Plans. As of the Effective Time, Buyer shall allow all Transitioned Employees and their eligible dependents to participate in the Buyer Plans as necessary to comply with the terms of this Agreement and any applicable Law, without any gap or loss of benefits or coverage. Except as provided in Section 8.4(e), as of the Closing Date, Buyer shall cause all Buyer Plans for which Transitioned Employees are eligible to participate on or after Closing to recognize for eligibility and vesting purposes (but not for benefit accrual purposes) the years of service shall not operate to duplicate of each Transitioned Employee with Sellers and/or their Affiliates (together with any benefit or the funding of predecessors thereof that previously employed any such benefitTransitioned Employees and as to which a Seller Plan recognizes such years of service) prior to the Closing Date. Each With respect to each Transitioned Employee and such employee benefit planTransitioned Employee’s dependents, program or arrangement that provides health benefits to Continuing Employees Buyer shall waive under the Buyer Plans any pre-existing condition limitations with respect exclusions to coverage (but only to the Continuing Employees to the same extent waived coverage was being provided under the applicable group health plan of the Company or any Company Subsidiary maintained Seller Plans to such enrolled Transitioned Employee immediately prior to the Effective Time), any evidence of insurability provisions, any active at work requirement and each Continuing Employee shall be given credit for amounts paid any waiting period or service requirements that did not exist or had been waived or otherwise satisfied under the corresponding group health plan of the Company or Seller Plans. For each Transitioned Employee, Buyer shall apply toward any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments deductible requirements and out-of-pocket maximums for maximum limits under its health plans applicable to the year of Closing, any amounts paid by such plan yearTransitioned Employee during such year toward such requirements and limits under the Seller Plans. (cg) As Within 30 days following the Closing Date, Sellers shall notify Buyer of the total dollar value of all unused vacation days for the Transitioned Employees and shall promptly pay such amount to Buyer. Sellers shall also provide to Buyer detailed information as to unused vacation days as to each Transitioned Employee, and Buyer will credit each Transitioned Employee with such number of unused vacation days accrued by such employee with Sellers prior to the Closing Date. (h) If Buyer or an Affiliate thereof maintains a Buyer Plan that is a qualified defined contribution plan, Buyer shall take all action necessary or appropriate to permit the Transitioned Employees to roll over their account balances (other than outstanding plan loans) under the applicable Seller Plan that is a defined contribution plan into such Buyer Plan to the extent it is determined that distribution of such balances from the applicable Seller Plan is permitted by applicable Law. (i) Sellers shall be responsible for the costs and expenses of workers’ compensation claims of Business Employees for injuries sustained prior to the Effective Time whether or not reported to such Seller or any insurer prior to the Effective Time, Parent . Buyer shall cause the Surviving Corporation to honor be responsible for the one-year period following the Effective Time all employment costs and severance agreements existing as expenses of the date hereof and set forth in Schedule 3.10(a) workers’ compensation claims of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, Transitioned Employees for injuries sustained after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (dj) Parent Schedule 4.19 identifies the retention and severance benefits that have been offered to certain Business Employees. Buyer shall use its reasonable best efforts be responsible for the payment in full of all severance payments and payment of half of the retention bonuses so identified that are scheduled to procure consents from non-U.S. Continuing become due and payable to Transitioned Employees; provided that Buyer’s share of any such retention bonuses shall not exceed $900,000. Sellers shall pay to Buyer on the Closing Date an amount equal to the balance of all retention bonuses so identified that are scheduled to become due and payable to Transitioned Employees. The parties shall collaborate on the details and methodology regarding the delivery of retention bonuses to Transitioned Employees after the Effective Time. Sellers shall be responsible for the payment in full of all retention bonuses and all severance payments that become due and payable to Business Employees that are required by applicable Law not Transitioned Employees. (k) Nothing contained herein (i) shall confer upon any former, current or collective bargaining agreement as a result future employee of Parent’s modifications Sellers or its Affiliates or Buyer or its Affiliates, or any legal representative or beneficiary thereof, any rights or remedies, including any right to any benefit or employment or continued employment of any material terms nature, for any specified period, or (b) shall cause the employment status of any former, current or future employee of Sellers or its Affiliates or Buyer or its Affiliates to be other than terminable at will. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to an Employee Benefit Plan or another agreement, plan, program or document, and conditions of employment for that provision is construed to be such employees an amendment despite not being explicitly designated as such in such employees’ respective jurisdictionsthis Agreement, that provision shall lapse retroactively, thereby precluding it from having any amendatory effect.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following after the Effective Time, Parent shall or shall cause honor in accordance with their terms the Surviving Corporation to recognize (or cause to be recognized) the service severance, change-of-control and similar obligations of each Continuing Employee with the Company or and the Subsidiaries that are listed in Section 7.05 of the Disclosure Schedule (hereafter, the “Scheduled Executive Contracts”). Parent acknowledges and agrees that, notwithstanding any Company Subsidiary determined contrary provision of a Scheduled Executive Contract, the transaction consummated as of the Effective Time for purposes of eligibility shall constitute “Good Reason” as that term is used in the contract, and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service no “cure period” shall not operate be required to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect give effect to the Continuing Employees severance rights of the employee to whom the Scheduled Executive Contract relates. In addition, to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained determines, prior to the Effective Time, that a “specified employee” payment delay is warranted in order to avoid application of the excise tax under Section 409A of the Code, payment of the severance amounts under each Scheduled Executive Contract shall be delayed to the first business day after the six-month anniversary of the employee’s date of termination. The execution of this Agreement shall be treated as amending the Scheduled Executive Contracts to include the provisions described in this Section 7.05(a). (b) From and after the Effective Time, Parent shall honor in accordance with their terms any other employment related contracts, agreements arrangements and commitments of the Company and its Subsidiaries in effect that are applicable to any current or former employees, officers or directors of the Company or any Subsidiary or any of their predecessors, all of which are listed on Section 4.10(a) of the Disclosure Schedule. (c) For a period of not less than twelve (12) months after the Closing Date, with respect to each employee of the Company or any Subsidiary (collectively, the “Company Employees”) who remains an employee of Surviving Corporation or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall provide the Continuing Employees with total compensation and employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employees immediately prior to the Effective Time. Each Continuing Employee will be credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date under the parallel employee benefit plan of Parent or its Subsidiaries to the same extent as such employee was entitled, before the Effective Time, to credit for such service under the respective Plan (except to the extent such credit would result in the duplication of benefits and except with respect to benefit accrual under a defined benefit plan). In addition, with respect to each health benefit plan, during the calendar year that includes the Closing Date, each Continuing Employee shall be given credit for amounts paid by the employee under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs respective Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums for as though such plan yearamounts had been paid in accordance with the terms and conditions of the parallel plan, program or arrangement of Parent or Surviving Corporation. (cd) As of the Effective Time, Parent shall cause shall, with respect to the Surviving Corporation to honor for the one-year period following Company Employees who become Parent employees at the Effective Time Time, continue to recognize all employment accrued and severance agreements existing as of unused vacation days, holidays, personal, sickness and other paid time off days (including banked days) that have accrued to such employees through the date hereof Effective Time, and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary Parent will allow such employees to take their accrued vacation days, holidays and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, personal and sickness days in accordance with such policies as it may adopt after the Effective Time. (e) Prior to the Effective Time, cause the Surviving Corporation to perform Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the Company’s obligations under interpretive guidance of the ChipPAC, Inc. Employee Retention Plan and SEC so that the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees 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 Company Subsidiaries contingent Common Share Options to acquire Company Common Shares (or Company Common Shares acquired upon the occurrence vesting of any Company Restricted Shares) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (f) Prior to the Effective Time, the Company Board shall take such actions as are necessary to terminate any share or investment-based non-qualified deferred compensation account-based arrangements (collectively, the “Non-Qualified Account Plans”) and shall cause prompt payment of amounts accumulated under any such Non-Qualified Account Plan to be made as of the Effective Time Time, provided the Company has determined that such action does not result in an aggregate cash amount of US$5.0 millionadditional liability or expense to the Company, and is taken in good faith compliance with the individual award agreements to be entered into thereunder with participating employees provisions of Section 409A of the Company and the Company SubsidiariesCode. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following As of the Effective Time, or such longer period as may be required by applicable Law or contractParent shall, Parent shall or shall cause the Surviving Corporation to, provide to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were then current employees of the Company or any and its Subsidiaries (the "Company Subsidiary Employees") with, at Parent's election, either (i) for at least one year after the Effective Time, employee benefits that are, in the aggregate, no less favorable than those benefits provided to such employees under the Company Plans immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than benefits under benefit plans that provide for the grant or issuance of equity securities or equity-based compensation arrangementsawards) that, in the aggregate, or (ii) employee benefits that are substantially similar to no less favorable than those that were benefits provided to similarly situated employees of Parent and its Subsidiaries (other than benefits under benefit plans that provide for the Continuing Employees by the Company grant or any Company Subsidiary immediately prior to the execution issuance of this Agreementequity securities or equity-based awards). (b) Following To the Effective Timeextent permitted by applicable law, Parent shall or shall, and shall cause the Surviving Corporation to: (i) waive all limitations as to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility preexisting conditions, exclusions and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations waiting periods with respect to the Continuing Employees participation and coverage requirements applicable to the same extent waived Company Employees under any welfare plan that such employees may be eligible to participate in after the applicable group health plan of the Effective Time; (ii) provide each Company or Employee with credit for any Company Subsidiary maintained co-payments and deductibles paid prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary Time during the applicable plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and satisfying any applicable deductible or out-of-pocket maximums requirements under any welfare plans that such employees are eligible to participate in after the Effective Time in such year; and (iii) provide each Company Employee with credit for service with the Company and its affiliates (A) for purposes of eligibility to participate in and vesting under any defined benefit pension plans and (B) for all purposes under each other employee benefit plan, program, or arrangement of the Parent or its affiliates, in each case in which such plan yearemployees become eligible to participate, to the extent such service was credited for similar purposes under similar plans of the Company or its Subsidiaries. (c) As of At the Effective Time, Parent shall cause the Surviving Corporation shall adopt and maintain a retention bonus pool program (the "Retention Bonus Pool"), which shall contain certain key terms, including: (i) that an aggregate bonus pool of not less than $120 million shall be established (to honor for be awarded in restricted shares of Parent Common Stock and/or restricted Parent Common Stock units, as determined by the one-year period following the Effective Time all employment and severance agreements existing as board of directors of the date hereof and set forth Surviving Corporation (the "Surviving Corporation Board"); (ii) that each Company Employee listed in Schedule 3.10(aSection 6.2(e) of the Company Parent Disclosure Schedule between shall be eligible to participate in the Retention Bonus Pool and shall be allocated that individual amount of the Retention Bonus Pool set forth opposite his or her name in Schedule B of such person's form of employment agreement included in Section 6.2(e) of the Parent Disclosure Schedule (which allocations may be changed prior to the Closing only upon the mutual written consent of the Company and Parent), provided that such Company Employee enters into his or her employment agreement prior to Closing in the form included in Section 6.2(e) of the Parent Disclosure Schedule; (iii) that such other key Company Employees as are selected by the mutual written agreement of the Company and Parent following the date of this Agreement shall be eligible to participate in the Retention Bonus Pool and shall be allocated those individual amounts of the Retention Bonus Pool as are determined by the mutual written agreement of the Company and Parent with respect to such key Company Employees (such agreement as to the participating Company Employees and the individual allocation amounts to each such person not to be unreasonably withheld or delayed by either the Company or any Parent); provided that the selection of key Company Employees and determinations of allocation amounts pursuant to this clause (iii) shall be completed as promptly as practicable following the date of this Agreement; and provided, further, that, as a condition precedent to being granted his or her allocation from the Retention Bonus Pool, each participant in the Retention Bonus Pool selected pursuant to this clause (iii) shall be required to enter into a Retention Pool Grant Agreement with Parent (or a Subsidiary and any current or former director, officer or employee of thereof identified to the Company by Parent) prior to the Closing Date in the form of Exhibit 5.5(c) hereto; (iv) retention amounts allocated to participants in the Retention Bonus Pool shall vest 20% per year over five years, so long as such participants remain employed with the Surviving Corporation or any Company Subsidiary. In addition, Parent shall, its Affiliates; and (iv) such other terms and conditions as the Surviving Corporation Board deems reasonably necessary to effectuate the foregoing. (d) As soon as practicable after the Effective Time, cause the Surviving Corporation holders of Converted Options that were, prior to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount Time, Reload Options shall receive a grant of US$5.0 millionoptions on shares of Parent Common Stock (the "Bonus Options") having a per share exercise price equal to the closing trading price of a share of Parent Common Stock on the date such Bonus Options are granted, and otherwise having the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material same terms and conditions (including vesting schedule (taking into account the acceleration of employment vesting pursuant to Section 1.9 herein), expiration of exercisability and term, but excluding any "option reload" feature) as the Converted Options to which the Reload Options were related. The aggregate number of shares of Parent Common Stock that will be made available for issuance under the Bonus Options will be 400,000 and will be allocated to such employees holders in proportion to their relative holdings of such employees’ respective jurisdictionsConverted Options.

Employee Benefits Matters. (a) For one year If so directed by Parent in writing at least ten (10) days prior to the Effective Time, the Company Board will adopt (and will cause any other sponsor of the applicable Plan to adopt), at least five (5) business days prior to the Effective Time, resolutions terminating any and all 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 date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval 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 or any other applicable Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. (b) During the period commencing at the Effective Time and ending on the date that is the first anniversary of the Effective Time (or, if earlier, the date of the Continuing Employee’s termination of employment), the Company, the Surviving Corporation, Parent and/or their respective subsidiaries, as applicable, shall provide each Continuing Employee with (i) an annual base salary (for salaried employees) or base hourly pay rate (for hourly employees) that are no less than the base salary or base hourly pay rate, as applicable, that are provided to such Continuing Employee immediately prior to the date hereof, and (ii) defined contribution retirement benefits and welfare benefits (excluding severance) that are no less than the defined contribution retirement benefits and welfare benefits that are provided to such Continuing Employee immediately prior to the date hereof, provided that this undertaking shall not obligate Parent to continue the employment of such Continuing Employees for any period following the Effective Time, or and such longer period as Continuing Employees may be required terminated by applicable Parent at any time (except to the extent otherwise restricted by Law and subject to any contractual arrangements between the Company and any individual employee, as in effect on the date hereof). (c) For purposes of vesting, eligibility and levels of benefits (but not benefit accrual under any defined benefit plan, retiree medical plan or contractfrozen benefit plan of Parent or vesting under any equity incentive plan) under any employee benefit plan maintained by Parent, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of Company, the Surviving Corporation or any other affiliate of their respective subsidiaries in which Company Employees are eligible to participate following the Effective Time (each, an “Eligible Plan”), Parent who were employees will credit (or cause to be credited) each Continuing Employee with his or her years of service with the Company before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Plan in which such Continuing Employee participated or any Company Subsidiary was eligible to participate immediately prior to the Effective Time andTime; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Plan provider, cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Eligible Plans, (ii) for purposes of each caseEligible Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Eligible Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent an employee continues employment with the Surviving Corporation such conditions were inapplicable or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained comparable Plans in which such Continuing Employee participated immediately prior to the Effective Time, and each Continuing Employee shall be given credit (iii) for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes occurs, the crediting of applying deductibles, each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket maximums for such plan yearrequirements under any Eligible Plan. (cd) As Parent will, and Parent will cause the Surviving Corporation to, honor, in accordance with their terms, the individual agreements listed on Section 7.6(d) of the Disclosure Schedule following the Effective Time. (e) On the first payroll date in the month following the month in which the Merger Closing Date occurs (provided that such date shall not be sooner than the first payroll date in January 2015), Parent shall, or shall cause the Surviving Corporation to, pay a cash bonus to honor for each Continuing Employee who remains on the one-year period following the Effective Time all employment and severance agreements existing Company’s payroll as of the date hereof Merger Closing Date and set forth is a participant in Schedule 3.10(athe Company’s Incentive Bonus Plan equal to a prorated portion of each such Continuing Employee’s annual target bonus in effect as of immediately prior to the Effective Time, less applicable deductions and withholdings. (f) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) or service provider or former service provider (including any beneficiary or dependent thereof) of the Company Disclosure Schedule between the Company or any Company Subsidiary and in any current respect, including in respect of continued employment (or former directorresumed employment), officer or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Plan of the Company or any Company Subsidiary. In addition, Parent shall, after prior to the Effective Time), cause or (y) constitute or be construed to constitute an amendment to any of the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide compensation or benefit plans maintained for payments at specified times of severance, bonuses and retention payments or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company and the Company Subsidiaries contingent upon the occurrence of prior to the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesTime). (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, The Company has made available to Parent (or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees described on Section 7.05(a) of the Surviving Corporation or any other affiliate of Parent who were employees Disclosure Schedule) with all of the severance, change-in-control and similar obligations that are payable by their terms upon or following consummation of the Mergers at the Company or any Company Subsidiary immediately prior to the Merger Effective Time andor on the Closing Date, which are set forth in each case, to Section 7.05 of the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation Disclosure Schedule. From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by after the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Merger Effective Time, Parent shall or shall cause the Surviving Corporation Entity to recognize (or cause to be recognized) the service honor in accordance with their terms all severance, change-of-control and similar obligations of each Continuing Employee with the Company and the Subsidiaries, and Parent shall pay or provide when due to any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any applicable current or former officer or employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Subsidiary any amounts payable and benefits to be provided under such agreements. From and after the Company Subsidiary maintained Merger Effective Time, Parent shall or shall cause the Surviving Entity to honor in accordance with their terms any other employment related contracts, agreements, arrangements and commitments of the Company and the Subsidiaries (i) in effect immediately prior to the Company Merger Effective Time that are applicable to any current or former employees or trustees of the Company or any Subsidiary or any of their predecessors or (ii) which are described on Section 7.05(a) of the Disclosure Schedule. (b) For a period of not less than twenty-four months after the Closing Date, with respect to each employee of the Company or any Subsidiary (collectively, the “Company Employees”) who remains an employee of the Surviving Entity or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall or shall cause the Surviving Entity to provide the Continuing Employees with (i) (A) base salary and (B) cash incentive compensation opportunities (excluding any cash bonuses related to equity or equity-based awards and/or dividend equivalent payments related to equity or equity-based awards), in each case in an amount at least equal to the same level that was provided to each such Continuing Employee or to which such Continuing Employee was entitled immediately prior to the Company Merger Effective Time (and, in the case of bonuses, using target levels which are not less than those in effect immediately prior to the Company Merger Effective Time), and (ii) employee benefits (excluding any equity-based benefits), that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Company Merger Effective Time. Each Continuing Employee will be credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date under any new parallel employee benefit plan of Parent or its Subsidiaries in which the Continuing Employee become entitled to participate to the same extent as such employee was entitled, before the Closing Date, to credit for such service under the respective Plan (except to the extent such credit would result in the duplication of benefits and except with respect to benefit accrual under a defined benefit plan). In addition, with respect to any such health benefit plan in which the Continuing Employee become entitled to participate during the calendar year that includes the Closing Date, each Continuing Employee shall be given credit for amounts paid by the employee under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs respective Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums for as though such plan yearamounts had been paid in accordance with the terms and conditions of the parallel plan, program or arrangement of Parent or the Surviving Entity. (c) As Notwithstanding any of the Effective Timeforegoing to the contrary, Parent shall or shall cause the Surviving Corporation Entity to honor provide severance benefits in accordance with Section 7.05(c) of the Disclosure Schedule to any Continuing Employee who is either involuntarily terminated (other than for cause) or asked to relocate the oneemployee’s principal place of employment further than 25 miles, in each case during the twenty-year four month period following the Effective Time all employment and Closing Date, in an amount that is at least equal to the severance agreements existing as benefits that would have been paid to such employee pursuant to the terms of the date hereof and set forth Equity Office Properties Trust Severance Pay Plan disclosed in Schedule 3.10(aSection 4.10(a) of the Company Disclosure Schedule between (but with a minimum payment equal to twelve weeks base salary), to be calculated, however, on the basis of the employee’s service at the time of the employee’s termination and the greater of the employee’s compensation at the time of (i) the employee’s termination or (ii) the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Merger Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesDate. (d) Parent shall use its reasonable best efforts Prior to procure consents from the Company Merger Effective Time, the Company Board, or an appropriate committee of non-U.S. Continuing Employees employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the 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 Company Common Shares or options or other rights to acquire Company Common Shares pursuant to this Agreement and the Company Merger shall be an exempt transaction for purposes of Section 16. (e) Prior to the Company Merger Effective Time, the Company Board shall take such actions as are required necessary to terminate all share or investment-based non-qualified deferred compensation account-based arrangements (collectively, the “Non-Qualified Account Plans”), in a manner that is compliant with Section 409A of the Code. Such action shall be contingent upon, and effective as of, the Company Merger Effective Time. Payment of the Non-Qualified Account Plans shall be in cash to the participants in the Non-Qualified Account Plans in a single lump-sum payment by applicable Law or collective bargaining agreement as the Surviving Entity immediately following the Company Merger Effective Time; provided, however, that payment shall be delayed to the date six months following a participant’s separation from service in the event, and to the extent, prior to the Company Merger Effective Time the Company Board determines that such delay is necessary to comply with the requirements of Section 409A of the Code. (f) All restrictions on the disposition of Company Common Shares purchased under the Company’s 1997 Non-Qualified Employee Share Purchase Plan (the “Company ESPP”) shall terminate at the Company Merger Effective Time. The Company shall send written notice of the pending Company Merger that will result in the termination of Parent’s modifications of any material terms the Company ESPP to all participating employees not later than ten (10) Business Days after the date hereof. No new offering periods will be allowed to commence under the Company ESPP during the period after the date hereof and conditions of employment for such employees in such employees’ respective jurisdictionsprior to the Company Merger Effective Time unless this Agreement has been terminated.

Employee Benefits Matters. (a) For one year following the Effective TimeThe SPAC shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time credit for purposes of eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving CorporationCorporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or any of their affiliates that employs any Continuing Employeeother paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits the SPAC shall use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by the Surviving Corporation that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (cb) As The provisions of this Section 7.07 are solely for the benefit of the Effective Timeparties to the Agreement, Parent and nothing contained in this Agreement, express or implied, shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any Company Subsidiary and other person, any current rights or former directorremedies of any nature or kind whatsoever under or by reason of this Agreement, officer whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or any Company Subsidiary. In additionshall require the Company, Parent shallthe SPAC, after the Effective Time, cause the Surviving Corporation and each of its subsidiaries to perform the Company’s obligations under the ChipPACcontinue any Plan or other employee benefit arrangements, Inc. Employee Retention Plan and the ChipPACor prevent their amendment, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesmodification or termination. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Parent agrees that during the period commencing at the Effective TimeTime and ending on the first anniversary thereof, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees each employee of the Company and its Subsidiaries shall (A) be paid an annual base salary or any Company Subsidiary base wages at a rate not lower than the rate in effect for such employee immediately prior to the Effective Time and, in each case, to the extent an employee continues employment and (B) be provided with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other incentive pay opportunities that are no less favorable than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary such employee immediately prior to the execution of this AgreementEffective Time. (b) Parent agrees that as promptly as practicable following the Effective Time it will pay each employee of the Company and its Subsidiaries any portion of such employee’s 2012 incentive bonus that remains unpaid at the Effective Time. (c) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, the current and former employees of the Company and its Subsidiaries who are receiving benefits under the Company Compensation and Benefit Plans immediately prior to the Effective Time (“Affected Employees”) will thereafter continue to be provided with benefits under employee benefit plans that are no less favorable in the aggregate than, in the sole discretion of Parent, either (i) those currently provided by the Company and its Subsidiaries to such employees as of the Closing Date, disregarding the cessation prior to the Closing Date of benefits provided under any Company 401(k) Plan terminated pursuant to Section 7.11(f) below (and with no obligation under this Section 7.11(c) to replace benefits under any stock option or other equity-based plan, including the Company Employee Stock Purchase Plan, or to replace any right under a Company 401(k) Plan to receive contributions in the form of Company Common Stock, with comparable equity-based or equity-related benefits) or (ii) those provided by Parent and its Subsidiaries to similarly situated employees from time to time during such period. (d) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee by Affected Employees with the Company and its Subsidiaries (or any Company Subsidiary determined as of the Effective Time their predecessors) to be taken into account for purposes of eligibility to participate, eligibility to commence benefits, vesting and, solely for purposes of severance and vesting vacation benefits, benefit entitlements (except to the extent such treatment would result in duplicative of benefits for the same period of service) under any the Parent employee benefit plansplans (other than any defined benefit pension plan) in which such employees participate. (e) From and after the Effective Time, programs or arrangements maintained by Parent, the Surviving Corporation, or Parent shall (i) use its reasonable best efforts to cause to be waived any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived and any waiting-period limitations under the applicable group health plan welfare benefit plans, policies or practices of Parent or its Subsidiaries in which employees of the Company or its Subsidiaries participate and (ii) use its reasonable best efforts to cause to be credited any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments payment amounts and out-of-pocket maximums for expenses incurred by such plan yearemployees and their beneficiaries and dependents during the portion of the calendar year prior to participation in the Parent employee benefit plans. (cf) As Unless otherwise requested by Parent at least five (5) Business Days prior to the Closing Date, the Company, any of its Subsidiaries or any of its ERISA Affiliates shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day prior to the Closing Date, any Company Compensation and Benefit Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). The Company shall provide to Parent prior to the Closing Date written evidence of the adoption by the Company Board of resolutions authorizing the termination of such Company 401(k) Plan(s) (the form and substance of which resolutions shall be subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld or delayed). The Company agrees to take all actions that are necessary to terminate each Company Stock Incentive Plan effective as of the Effective Time, Parent shall cause the Surviving Corporation . The Company further agrees to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts by action taken no less than five (5) Business Days prior to procure the Closing Date, to facilitate the exercise in full of each Company Option prior to the Closing Date, subject to the condition that the holder of such Company Option irrevocably undertakes to exchange pursuant to Section 3.1(c) the shares of Company Common Stock deliverable pursuant to such exercise. For the avoidance of doubt, the shares of Company Common Stock deliverable pursuant to the exercise of any Company Option that could have been exercised at the same time, in the same manner and to the same extent without regard to the Company actions contemplated by the preceding sentence shall not be subject to the condition set forth therein. With respect to any portion of such Company Option that may be unvested as of the Closing Date and that the Company causes to become exercisable prior to the Closing Date, the Company shall cause the exercise of such unvested portion of the Company Option to be expressly conditioned upon the Closing. The Company shall take all necessary, advisable, or appropriate actions to effectuate this Section 7.11(f), including but not limited to, (i) accelerating the vesting of each Company Option, subject to the exercise thereof either prior to the Closing Date or pursuant to an election to exercise such Company Option on a net basis as described in Section 3.1(d); (ii) amending any Company Option to allow the holder thereof to direct the Company to withhold that number of shares of Company Common Stock (or a corresponding portion of the Merger Consideration, as described in Section 3.1(d)) having an aggregate value equal to the sum of the aggregate exercise price of such Company Option and, at the election of the holder, any withholdings required in connection with the exercise of such Company Option; and (iii) adopting all necessary resolutions, giving all timely notices, and obtaining all necessary approvals and consents. The form and substance of any such amendments, resolutions, notices, and consents from non-U.S. Continuing Employees that are required shall be subject to review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (g) Nothing contained in this Section 7.11, express or implied: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement; (ii) shall alter or limit the ability of any of Parent, the Company, the Merger Sub, the Final Surviving Entity or any of their respective Subsidiaries or Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by applicable Law any of them; (iii) is intended to confer upon any current or collective bargaining agreement former 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 (iv) is intended to confer upon any Person (including for the avoidance of doubt any employee) any right as a result third-party beneficiary of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsthis Agreement.

Employee Benefits Matters. (a) For one year following Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all material Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement (excluding, for the avoidance of doubt, the Company Stock Plans and ESPP). Effective as of the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall provide, or shall cause the Surviving Corporation to provide provide, to each employee of the Company or cause its Subsidiaries who continues to be provided to employees of employed by the Parent or the Surviving Corporation or any other affiliate of Parent who were employees of Subsidiary thereof (the “Continuing Employees”), from the Effective Time through December 31, 2017 (i)(x) base salary (or wages) and (y) annual cash bonus opportunities that, in each case, are no less favorable than those provided by the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an and (ii) employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than excluding equity or equity-based compensation arrangementscompensation) that, in the aggregate, are substantially similar comparable to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution Effective Time. Effective as of this Agreement. (b) Following the Effective TimeTime and thereafter, Parent shall provide, or shall cause the Surviving Corporation to recognize provide, that periods of employment with the Company (including any current or cause to be recognized) the service former affiliate of each Continuing Employee with the Company or any predecessor of the Company Subsidiary determined to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid-time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits). (b) Effective as of the Effective Time for purposes of eligibility and vesting under any employee benefit plansthereafter, programs or arrangements maintained by ParentParent shall, and shall cause the Surviving CorporationCorporation to, (i) ensure that no eligibility waiting periods, actively-at-work requirements or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations or exclusions shall apply with respect to the Continuing Employees to the same extent waived under the applicable group health and welfare benefits plan of Parent or any affiliate of Parent (except to the extent applicable under Company Benefit Plans immediately prior to the Effective Time), (ii) waive any and all evidence of insurability requirements with respect to such Continuing Employees to the extent such evidence of insurability requirements were not applicable to the Continuing Employees under the Company or any Company Subsidiary maintained Benefit Plans immediately prior to the Effective Time, and (iii) credit each Continuing Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the Company Benefit Plans prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Merger shall not affect any Continuing Employee’s accrual of, or right to use, in accordance with Company policy as in effect immediately prior to the Effective Time, any personal, sick, vacation or other paid-time-off accrued but unused by such Continuing Employee immediately prior to the Effective Time. (c) The Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate any 401(k) plans maintained by the Company or any of its Subsidiaries (collectively, the “Company 401(k) Plans”), effective as of the day prior to the Closing Date. The Company shall provide Parent with a reasonable opportunity to review and comment on such resolutions and any documents prepared in connection with such corporate actions prior to the adoption of such resolutions or taking of such actions. Following the Effective Time and as soon as practicable following the termination of the Company 401(k) Plans, the assets thereof shall be given credit distributed to the participants. Parent or the Surviving Corporation shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), including loans, in the form of cash, in an amount equal to the full account balance (including loans) distributed to such Continuing Employees from the Company 401(k) Plans to Parent’s or the Surviving Corporation’s applicable 401(k) plan. (d) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of Parent and the Continuing Employee or any severance, benefit or other applicable plan or program covering such Continuing Employee. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.8 shall (i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan of Merger Sub, (ii) create any third party rights in any Person or (iii) alter or limit the ability of the Surviving Corporation, Parent or any of their respective affiliates to amend, modify or terminate any Company Benefit Plan or other employee benefit program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. (e) No later than thirty (30) Business Days following the date of this Agreement, the Company shall deliver to Parent a list of each “disqualified individual” (as defined in Section 280G of the Code) of the Company and its Subsidiaries and (i) the Company’s reasonable, good faith estimate of the maximum amount (separately identifying single and double-trigger amounts and tax gross-up payments, if any) that could be paid under to, or benefits received by, such disqualified individual as a result of any of the corresponding group health plan transactions contemplated by this Agreement (alone or in combination with any other event), (ii) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each such disqualified individual and (iii) underlying documentation on which such calculations are based. Such information shall be updated and delivered to Parent not later than ten (10) Business Days prior to the anticipated Closing Date. (f) The Company shall provide Parent with a copy of any material written communications intended for broad-based and general distribution to any current or former employees of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or Subsidiaries if such communications relate to any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In additionTransactions, and, to the extent practicable, shall provide Parent shall, after the Effective Time, cause the Surviving Corporation with a reasonable opportunity to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan review and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments comment on such communications prior to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesdistribution. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Except as otherwise set forth herein, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement. Effective as of the Effective Time, or such longer Time and for a period as may be required by applicable Law or contractof no less than one (1) year thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide or cause provide, to each employee of the Company and/or the Company Subsidiaries who continues to be provided to employees of employed by Parent or the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent thereof (the “Continuing Employees”): (i) compensation annual rates of base salaries or wage levels and employee benefit plansannual target cash incentive opportunities (and in respect of which, programs for the Company’s fiscal year ending in 2016, the applicable performance metrics shall be adjusted reasonably and policies and fringe benefits (other than equity based compensation arrangementsin good faith to reflect the fact that the Company shall cease to be a publicly traded entity) thatwhich, in the aggregateeach case, are substantially similar to shall be no less favorable than those that were provided to the Continuing Employees by the Company or any and the Company Subsidiary Subsidiaries as of immediately prior to the execution Effective Time; (ii) equity-incentive compensation opportunities that, in each case, are no less favorable than those provided to similarly situated employees of this AgreementParent and the Parent Subsidiaries and (iii) all other compensation and employee benefits that are, in the aggregate, no less favorable than those provided to employees of Parent and the Parent Subsidiaries. Without limiting the generality of the foregoing, for such one (1)-year period following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide any Continuing Employee who experiences a termination of employment under circumstances that would have entitled such Continuing Employee to severance benefits under either the severance plan or policy of the Company and the Company Subsidiaries applicable to such Continuing Employee immediately prior to the Effective Time or a severance plan or policy of Parent and the Parent Subsidiaries applicable to similarly situated employees of Parent and the Parent Subsidiaries at the time of such termination, with severance benefits at a level at least equal to the greater of those that would have been provided under the either such severance plan or policy. (b) Following For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent and Parent Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”), Parent will ensure that each Continuing Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Continuing 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) with respect to benefit accruals under a defined benefit pension plan or retiree welfare benefit plan, or (iii) with respect to any newly established New Plan for which prior service is not taken into account for employees of Parent shall or shall cause any of its affiliates. In addition, and without limiting the Surviving Corporation generality of the foregoing and to recognize the extent permitted under applicable Law, (or cause to be recognizedx) the service of each Continuing Employee with 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 a Company or any Company Subsidiary determined as of Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (y) for purposes of eligibility and vesting under any employee benefit planseach New Plan providing welfare benefits (including medical, programs or arrangements maintained by Parentdental, the Surviving Corporation, or any of their affiliates that employs pharmaceutical and/or vision benefits) to any Continuing Employee; provided, however, that such crediting of service Parent shall not operate use its commercially reasonable efforts to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive cause all pre-existing condition limitations with respect exclusions and actively-at-work requirements of such New Plan to the Continuing Employees to the same extent be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the applicable group health plan comparable plans of the Company or any Company Subsidiary maintained its Subsidiaries in which such employee participated immediately prior to the Effective Time, and each Continuing Employee Parent shall be given credit for amounts paid under use its commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year of the Old Plans ending on the date such employee’s participation in which the Effective Time occurs corresponding New Plan begins to be taken into account under such New Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such plan yearamounts had been paid in accordance with such New Plan. (c) As Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Company Benefit Plans will occur at or prior to the Effective Time, as applicable. (d) Prior to the date on which the Company becomes an ERISA Affiliate of Parent (but not earlier than ten (10) business days prior to such date), the Company shall (unless otherwise instructed by Parent at least fifteen (15) business days prior to the date on which the Company becomes an ERISA Affiliate of Parent) terminate each Company Benefit Plan intended to be qualified under Section 401(a) of the Code (a “401(k) Plan”) that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code effective as of no later than the day immediately prior to the date on which the Company becomes an ERISA Affiliate of Parent, with such termination subject to the Company becoming an ERISA Affiliate of Parent; provided, however, that Parent shall use commercially reasonable efforts to cause a New Plan that is qualified under Section 401(a) of the Code to promptly accept rollovers of account balances from such 401(k) Plan, inclusive of any outstanding loan balances thereunder and related promissory notes of Company Employees. Prior to the Effective Time, the Company shall provide Parent with evidence that such plan(s) have been terminated by providing resolutions approving such termination. The form and substance of such resolutions shall be subject to the review and approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). (e) Each cash-based long-term award (each, a “Company LTIP Award”) listed on Section 7.7(e) of the Company Disclosure Letter that is outstanding immediately prior to the Effective Time shall become fully vested as of the Effective Time and shall be settled within five (5) calendar days following the Effective Time. In the case of Company LTIP Awards that are subject to performance periods that are ongoing as of the Effective Time, Parent performance conditions shall cause be deemed satisfied at the Surviving Corporation greater of target and actual performance (as determined by the Company Board) as of immediately prior to honor for the one-year period following the Effective Time all employment (and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary RSU Award that may be issued as a result thereof shall be treated in the same manner as all other Company RSU Awards in accordance with Section 3.4(b) above). (f) The Company may establish a cash-based retention program in the aggregate amount of $15 million to promote retention and to incentivize efforts to consummate the Closing (the “Retention Program”) with any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after such payments from such Retention Program to be paid immediately prior to the Effective Time, cause the Surviving Corporation to perform the Company’s obligations Time or upon an earlier qualifying termination of employment. Amounts under the ChipPAC, Inc. Employee Retention Plan and Program shall be allocated among the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon identified, and in the occurrence amounts and on such other terms as determined, by the Chief Executive Officer of the Effective Time in an aggregate cash amount Company (or his designees). If a retention award or portion thereof under the Retention Program is forfeited by a participant, the Chief Executive Officer of US$5.0 million, and the individual Company (or his designees) may reallocate the retention award agreements (or unpaid portion thereof) to be entered into thereunder with participating existing employees or new hires of the Company and the Company its Subsidiaries. (dg) Parent Nothing in this Agreement shall use its reasonable best efforts confer upon any Continuing Employee any right to procure consents from non-U.S. Continuing Employees that are required by applicable Law continue in the employ or collective bargaining agreement as a result service of Parent’s modifications , the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any material terms and conditions Continuing Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 7.7 shall (i) be deemed or construed to be an amendment or other modification of employment for such employees any Company Benefit Plan or employee benefit plan of any of Acquisition Sub, or (ii) create any third party rights in such employees’ respective jurisdictionsany current or former service provider of the Company or its affiliates (or any beneficiaries or dependents thereof).

Employee Benefits Matters. (a) For one year following the Effective TimeHoldco shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Company Merger Surviving Corporation Corporation, to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any who remain employed immediately after the Company Subsidiary immediately prior to the Merger Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time credit for purposes of eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by ParentHoldco or the Company Merger Surviving Corporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeCompany Merger Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Holdco shall, and shall cause the Company Merger Surviving Corporation to, use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by Company Merger Surviving Corporation that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Company Merger Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (b) Holdco shall, or shall cause the Company Merger Surviving Corporation to, assume, honor and fulfill all of the Plans in accordance with their terms as in effect immediately prior to the Closing Date, as such Plans may be modified or terminated from time to time in accordance with their terms. (c) As The provisions of this Section 8.05 are solely for the benefit of the Effective TimeParties to the Agreement, Parent and nothing contained in this Agreement, express or implied, shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any Company Subsidiary and other person, any current rights or former directorremedies of any nature or kind whatsoever under or by reason of this Agreement, officer whether as a third-party beneficiary or otherwise, including any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or any shall require Holdco or the Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Merger Surviving Corporation to perform the Company’s obligations under the ChipPACcontinue any Plan or other employee benefit arrangements, Inc. Employee Retention Plan and the ChipPACor prevent their amendment, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesmodification or termination. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, The Company shall or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Company and the Surviving Corporation to promptly pay or provide when due all compensation and benefits earned through or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, as provided pursuant to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding terms of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year Plans in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing existence as of the date hereof and set forth in Schedule 3.10(a) on Section 2.10 of the Company Disclosure Schedule between Schedule. Parent and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Company Subsidiary and individual agreement with any current employee, former employee, director or former directordirector in effect and disclosed to Parent as of the date hereof. Nothing herein shall require the continued employment of any person or prevent the Company and/or the Surviving Corporation from taking any action or refraining from taking any action that the Company could take or refrain from taking prior to the Effective Time. (b) Parent shall, officer for the period ending on December 31, 2001, maintain (or cause the Surviving Corporation to maintain) employee benefit plans (other than with respect to equity-based compensation, except as contemplated by Section 1.7(b)) for the benefit of each employee of the Company or any Company Subsidiary. In addition, Parent shall, after its subsidiaries who continues employment with the Surviving Corporation as of the Effective TimeTime that are no less favorable in the aggregate to the Plans in effect immediately prior to the Effective Time with respect to each such employee; provided, cause that nothing herein shall require Parent and/or the Surviving Corporation to perform continue to maintain any Plan or grant any such employee any equity-based compensation in the Company’s obligations under the ChipPACSurviving Corporation or Parent. For purposes of determining eligibility to participate, Inc. Employee Retention Plan eligibility for benefit forms and subsidies and the ChipPACvesting of benefits under such plans (without duplication of benefits as a result thereof), Inc. Special Bonus Plan, which will provide for payments at specified times the Surviving Corporation shall give effect to years of severance, bonuses and retention payments to employees of service with the Company and the Company Subsidiaries contingent upon the occurrence its subsidiaries in respect of the Effective Time in an aggregate cash amount years of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of service for which credit was given by the Company and its subsidiaries. No employee electing coverage under the Company Subsidiaries. medical insurance plans of the Surviving Corporation shall be excluded from coverage thereunder (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in employee and any person covered by virtue of such employees’ respective jurisdictionsemployee's employment) on the basis of a pre-existing condition that was not also excluded under the Company's medical insurance plan.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following after the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize permit all Company employees who are offered employment and accept such positions with Parent (or cause an affiliate of Parent) ("Continuing Employees") who become employees of Parent or any Subsidiary of Parent to be recognized) participate in the service benefit programs of each Continuing Employee with Parent or the Subsidiary to the same extent as similarly situated employees of Parent or the Subsidiary. Parent shall ensure that employees of the Company or any Company Subsidiary determined and its Subsidiaries as of the Effective Time receive credit for service with the Company and its Subsidiaries for purposes of eligibility determining their rate of vacation accrual under Parent's standard procedure. Notwithstanding the preceding sentence, a Continuing Employee shall be paid severance in the event of an involuntary termination (and vesting not for cause) from Parent during a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time in an amount calculated under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeCompany's severance policy; provided, however, that such crediting the rejection of service an offer of employment from Parent at the same base salary shall not operate constitute an involuntary termination; provided, further, that this sentence shall in no way limit, restrict or otherwise affect the benefits payable to duplicate any benefit or individual under the funding terms of any such benefit. Each such employee benefit planwritten agreement with the Company or one of its Subsidiaries (i) in effect on the date hereof and which has been disclosed in the Company Disclosure Schedule or (ii) subsequently approved by Parent. (b) From and after the Effective Time, program or arrangement that provides health benefits to Continuing Employees Parent shall waive (i) cause any pre-existing condition conditions or limitations and eligibility waiting periods under any self-funded group health plans of Parent or its subsidiaries to be waived with respect to the Continuing Employees to the same extent waived under the applicable group health plan and their eligible dependents and (ii) give each of the Company or any Company Subsidiary maintained prior to the Effective Time, and each such Continuing Employee shall be given Employees credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs toward applicable deductibles and annual out of pocket limits for purposes expenses incurred prior to the Effective Time for which payment has been made. With respect to any insured group health plans of applying deductiblesParent or its subsidiaries, co-payments the above provisions shall apply to the extent Parent or its subsidiary can obtain approval from the applicable insurer. Unused vacation days accrued by Continuing Employees under the plans and out-of-pocket maximums policies of the Company and its Subsidiaries shall carry over to Parent or the Surviving Corporation to the extent administratively practicable, and each such Continuing Employee shall be paid by the Company in cash for such plan year.any accrued and unused vacation days that Parent determines are not administratively practicable to continue to honor.. (c) As Section 6.10(a)-(b) shall not operate to duplicate any benefit provided to any employee, require Parent to continue in effect any specific Company employee benefit plan or Parent employee benefit plan (or prevent the amendment, modification or termination thereof), or prohibit the termination of any specific employee, following the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following From and after the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation and its subsidiaries to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company or any Company Subsidiary and the Subsidiaries as in effect immediately prior to the Effective Time andthat are applicable to any current or former employees or directors of the Company or any Subsidiary; provided, in each casehowever, to the extent an employee continues employment with that nothing contained herein shall prohibit Parent or the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation Parent's subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, commitments in the aggregate, are substantially similar to those that were provided to the Continuing accordance with their terms. Employees by of the Company or any Company Subsidiary immediately shall receive full 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 execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program Parent shall waive, or arrangement that provides health cause to be waived, any limitations on benefits relating to Continuing Employees shall waive any pre-existing condition limitations with respect to the Continuing Employees conditions to the same extent such limitations are waived under the applicable group health any comparable plan of Parent or its subsidiaries and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company or any Company Subsidiary maintained prior to and its subsidiaries in the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan calendar year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearoccurs. (cb) As of Except as contemplated by the Employment Agreements, following the Effective Time, Parent shall continue to provide, or shall cause to be continued to be provided, to individuals who are employed by the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing its subsidiaries as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time and who remain employed with Parent or any subsidiary of Parent ("Affected Employees"), for so long as such Affected Employees remain employed by Parent or any subsidiary of Parent, employee benefits (other than salary or incentive compensation) (i) pursuant to the Company's or its Subsidiaries employee benefit plans, programs, policies and arrangements as provided to such Affected Employees immediately prior to the Effective Time or (ii) pursuant to employee benefit plans, programs, policies or arrangements maintained by Parent or any subsidiary of Parent providing coverage and benefits that, in an aggregate cash amount of US$5.0 millionthe aggregate, and the individual award agreements are no less favorable than those provided to be entered into thereunder with participating employees of Parent or its subsidiaries in positions reasonably comparable to the Company and positions held by the Company SubsidiariesAffected Employees. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following From the Effective Time until the twelve (12) month anniversary of the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation shall provide to provide or cause to be provided to those employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary its Subsidiaries as of immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with who continue as employees of Purchaser or its Subsidiaries (including the Surviving Corporation or any other affiliate of Parent Corporation) after the Effective Time (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) thatthat are, in the aggregate, are substantially similar to or no less favorable than either (i) those that were provided to the Continuing Employees by employees of Company and its Subsidiaries as of the date hereof (to the extent disclosed on Schedule 3.2(w)(i)) or (ii) those generally provided to similarly situated employees of Purchaser. Nothing herein shall be deemed to be a guarantee of employment for any employee of Company or any Company Subsidiary immediately prior of its Subsidiaries, or other than as provided in any applicable employment agreement or other Contract, to restrict the execution right of this AgreementPurchaser or the Surviving Corporation to terminate the employment of any such employee. (b) Following With respect to any employee benefit plan in which any Continuing Employees first become eligible to participate at or after the Effective TimeTime (the “New Company Plans”), Parent shall or shall cause the Surviving Corporation Purchaser shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to recognize (or cause participation and coverage requirements applicable to be recognized) the service employees of each Continuing Employee with the Company or its Subsidiaries under any health and welfare New Company Subsidiary determined as Plans in which such employees may be eligible to participate after the Effective Time and cause deductibles, coinsurance or maximum out-of-pocket payments made by such employees during the applicable plan year in which such employee first participates in the applicable New Company Plan to reduce the amount of deductibles, coinsurance and maximum out-of-pocket payments under the New Company Plans to the extent taken account under the corresponding Company Plan in respect of the same plan year; and (ii) recognize service credited by Company or its Subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting under credit (and, for purposes of severance and paid time off only, for purposes of determining the amount or level of benefit) in any employee benefit plans, programs or arrangements maintained by Parent, New Company Plan in which such employees may be eligible to participate after the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeEffective Time; provided, however, that such crediting of service in no event shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect credit be given to the Continuing Employees to extent it would result in the duplication of benefits for the same extent waived under the applicable group health plan period of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearservice. (c) As Nothing contained in this Agreement, whether express or implied, shall (i) be treated as an amendment or other modification of any Company Plan or (ii) limit the Effective Time, Parent shall cause right of Purchaser or the Surviving Corporation or any of its Subsidiaries to honor for the one-year period amend, terminate or otherwise modify any Company Plan following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(aClosing Date or to terminate any employee, (iii) of the Company Disclosure Schedule between the Company confer upon any Person whether or not a party to this Agreement any right to employment, any right to compensation or benefits, or any Company Subsidiary and other right of any current kind or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesnature whatsoever. (d) Parent To the extent reasonably practicable, Company and Purchaser shall use its reasonable best efforts consult with each other prior to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms communications to employees or participants in the Company Plans regarding the impact of the transactions contemplated by this Agreement on Company’s compensation and conditions of employment for such employees in such employees’ respective jurisdictionsbenefit programs.

Employee Benefits Matters. (a) For one year following On and after the Effective Time, Qwest shall cause the Surviving Corporation and its Subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date of this Agreement for all employees, former employees, directors and former directors of any of the Company and its Subsidiaries. (b) On and after the Effective Time, if employees of any of the Company and its Subsidiaries become eligible to participate in a medical, dental or health plan of any of Qwest and its Subsidiaries, Qwest shall cause such longer period as may be required plan to (1) waive any pre-existing condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its Subsidiaries existing on the date of this Agreement and (2) honor any deductible and out-of-pocket expenses incurred by applicable Law or contractthe employees and their beneficiaries under such plans during the portion of the calendar year prior to the date on which such employees become eligible for such participation. (c) At the Effective Time, Parent Qwest shall pay, or shall cause the Surviving Corporation to provide or cause pay, all amounts then due to be provided Wallxxx X. Xxxxxxx xxx Jon X. Xxxxxx, xxspectively, pursuant to employees their respective employment agreements by reason of the Surviving Corporation or any other affiliate occurrence of Parent who were employees a change of the Company or any Company Subsidiary immediately prior to the Effective Time andcontrol (as defined therein), subject in each casecase to all necessary withholdings, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plansQwest shall pay, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit planspay, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and all reasonable out-of-pocket maximums for costs, fees and expenses of such plan yearpersons (including, without limitation, the reasonable fees and disbursements of counsel and the expenses of litigation) incurred by them in connection with collecting such amounts. (cd) As of the Effective Time, Parent Nothing in this Section 8.3 shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a(1) of the Company Disclosure Schedule between the Company before or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause require the continued employment of any person by any of the Company, Qwest, the Surviving Corporation to perform and their respective Subsidiaries, either before or after the Effective Time, or (2) after the Effective Time, prevent any of the Company’s obligations under , the ChipPAC, Inc. Employee Retention Plan Surviving Corporation and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments their respective Subsidiaries from taking any action or refraining from taking any action with respect to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to any employee that may then be entered into thereunder with participating employees of the Company and the Company Subsidiariespermitted by law. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following During the Effective Timeperiod from the date hereof to the Closing, or such longer period the Transferor and the Transferred Companies shall provide the Acquiror with reasonable access to employee information and with the right to interview the employees of each of the Transferor Parties and the Transferred Companies in a manner designed to minimize disruption to the operations of the Transferor and Transferred Companies. The Transferor and the Transferred Companies agree to supply any assistance and accurate information (including initial employment dates, termination dates, reemployment dates, hours of service, compensation and tax withholding history in a form that shall be usable by the Acquiror) as may be required reasonably requested by applicable Law or contractthe Acquiror in connection with the foregoing. During the period from the date hereof to the Closing, Parent the Transferred Companies shall accrue amounts in respect of cash incentive compensation for the second half of calendar year 2014 consistent with the cash incentive compensation amounts for such period reflected in the Management Projections. (b) From and after the Closing, the Acquiror shall provide, or shall cause the Surviving Corporation to provide or cause to be provided provided, to employees of the Surviving Corporation or any other affiliate of Parent who were employees Transferred Companies as of the Company Closing who continue to be employed after the Closing with Parent or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent its Affiliate (the “Continuing Employees”) ), with compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, that are substantially similar to those that were provided comparable to the Continuing Employees compensation and benefits provided by the Company or any Company Subsidiary immediately prior Acquiror to similarly-situated employees of the execution of this AgreementBusiness. (bc) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for For purposes of accrual in the case of any vacation or paid time off, and eligibility and vesting under any employee benefit plansplans and for other service related entitlements (but excluding retiree life insurance, programs or arrangements maintained by Parentretiree health benefits and participation in any defined benefit retirement plan), the Surviving CorporationAcquiror shall recognize, or any of their affiliates that employs any Continuing Employee; providedshall cause to be recognized, however, that such crediting the same years of service shall not operate recognized and confirmed by the Transferor and the Transferred Companies immediately prior to duplicate any benefit or the funding Closing, subject to the consent of any such benefit. Each the insurance carriers for such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Planplans, which consent the Acquiror will provide for payments at specified times of severance, bonuses and retention payments use its commercially reasonable efforts to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesobtain. (d) Parent If requested by the Acquiror in writing at least ten (10) Business Days preceding the Closing Date, the Transferor and the Transferred Companies shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees terminate any Transferor Plans that are required intended to qualify under Section 401(k) of the Code (each a “Transferor Entity 401(k) Plan”) not later than one (1) business day immediately preceding the Closing Date. In the event that the Acquiror requests that such 401(k) plan(s) be terminated, the Transferor and the Transferred Companies shall provide the Acquiror with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Board of Directors, the managing member, or other committees or Persons exercising similar supervisory authority, of the Transferred Company sponsoring the Transferor Entity 401(k) Plan (the form and substance of which shall be subject to review and approval by applicable Law the Acquiror) not later than the Business Day immediately preceding the Closing Date. (e) The provisions of this Section 7.5 are for the sole benefit of the parties to this Agreement and nothing in this Agreement, expressed or collective bargaining agreement as a result implied, is intended or shall be construed to (i) constitute an amendment to any of Parent’s modifications the compensation or benefits plans maintained for or provided to employees of the Transferor or any Transferred Company prior to or following the Closing, (ii) confer upon or give to any Person, other than the parties to this Agreement and their respective permitted successors and assigns, any legal or equitable or other rights or remedies with respect to the matters provided for in this Section 7.5 under or by reason of any material provision of this Agreement, (iii) prevent the Acquiror from amending or terminating any Transferor Plan in accordance with its terms, (iv) create any third party beneficiary rights in any individual with respect to the compensation, terms and conditions of employment for such employees in such employees’ respective jurisdictionsand/or benefits that may be provided to any individual by the Transferor or any Transferred Company or under any benefit plan which the Transferor or any Transferred Company may maintain or (v) confer a right to continued employment to any individual.

Employee Benefits Matters. (a) For one year following the Effective TimeHoldco shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of Company, the Surviving Corporation or any other affiliate and each of Parent who were their respective subsidiaries, as applicable, to provide the employees of the Company or any and the Company Subsidiary Subsidiaries who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent Closing (the “Continuing Employees”) compensation to receive credit for purposes of eligibility to participate and vesting under any employee benefit plansplan, programs and policies and fringe benefits (other than equity based compensation arrangements) thatprogram or arrangement established or maintained by Holdco, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or the Surviving Corporation or any Company Subsidiary immediately of their respective subsidiaries, other than any defined benefit pension plan, for service accrued or deemed accrued prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Closing with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Holdco shall use reasonable best efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or their dependents and (ii) cause any Company Subsidiary maintained prior to the Effective Time, and each eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare Plans in which such Continuing Employee participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employee participates subsequent to the Closing for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Holdco shall, or shall cause the Company, the Surviving Corporation and each of their respective subsidiaries, as applicable, to honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (b) The parties shall cooperate to establish an equity incentive plan for service providers of Holdco and its subsidiaries (the “Holdco Plan”) to be effective after the Closing, which shall provide for an aggregate share reserve thereunder (the “Post-Closing Equity Pool”) equal to fifteen percent (15%) of the Benefits Pool; provided, however, that (i) only up to ten percent (10%) of the Benefits Pool shall be available for grant under the Post-Closing Equity Pool prior to the first anniversary of the Closing and (ii) only up to twelve and a half percent (12.5%) of the Benefits Pool shall be available for grant under the Post-Closing Equity Pool prior to the second anniversary of the Closing; provided further, however, all Converted Option Awards, Converted Restricted Shares and Converted Company RSUs, as provided in accordance with Section 3.04 of this Agreement, shall be deemed to be issued out of the Post-Closing Equity Pool and shall reduce the number of Holdco Common Shares available for issuance under the Holdco Plan immediately following the Closing. Any Holdco Common Shares granted under the Holdco Plan that are forfeited following grant shall be added back to the Post-Closing Equity Pool. Notwithstanding anything to the contrary herein, any awards with respect to Company Earn-Out Shares that are allocated to service providers of Holdco and its subsidiaries under the terms of the Transaction Support Agreement shall be provided under a separate equity incentive plan and shall not reduce the Post-Closing Equity Pool. (c) As Notwithstanding anything in this Section 8.05 to the contrary, nothing contained herein, whether express or implied, is or will be deemed to be an establishment, amendment or other modification of any Plan or any employee benefit plan of Holdco or any of its affiliates, or shall limit the Effective Timeright of Holdco or any of its affiliates to amend, Parent shall cause the Surviving Corporation to honor for the one-year period terminate or otherwise modify any Plan or other employee benefit plan following the Effective Time Closing. The parties acknowledge and agree that all employment provisions contained in this Section 8.05 are included for their sole benefit, and severance agreements existing as that nothing in this Section 8.05, whether express or implied, shall create any third party beneficiary or other rights: (i) in any other person, including any Continuing Employee, any participant in any Plan or employee benefit plan of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company Holdco or any Company Subsidiary and any current or former directorof its affiliates, officer or employee of the Company or any Company Subsidiary. In additiondependent or beneficiary thereof, Parent shall, after the Effective Time, cause the Surviving Corporation or (ii) to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times continued employment with Holdco or any of severance, bonuses and retention payments its affiliates or to employees any particular term or condition of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesemployment. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Except as otherwise provided in Section 7.13(b), Parent agrees that, during the period commencing at the Effective TimeTime and ending on the second anniversary thereof, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were current and former employees of the Company or any and its Subsidiaries who are receiving benefits under the Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent Compensation and Benefit Plans (the “Continuing Affected Employees”) compensation and will continue to be provided with benefits under employee benefit plansplans that are the same or substantially comparable in the aggregate to, programs in the sole discretion of Parent, either (i) those currently provided by the Company and policies and fringe benefits its Subsidiaries to such employees as of the Closing Date (other than equity benefits under any stock option or other equity-based compensation arrangementsplans) that, in the aggregate, are substantially similar or (ii) those provided by Parent and its Subsidiaries to those that were provided comparably situated employees from time to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreementtime during such two year period. (b) Following the Effective Time, Parent shall or shall cause service by Affected Employees of the Surviving Corporation to recognize Company and its Subsidiaries (or cause and any predecessor entities) to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time taken into account for purposes of eligibility to participate, eligibility to commence benefits, determination of benefits, vesting and, solely for purposes of severance and vesting vacation benefits, benefit accruals (except to the extent such treatment would result in duplicative accrual of benefits for the same period of service) under any employee the equity-based plans (now and hereinafter established), compensation and benefit plans, programs, practices and policies of Parent or its Subsidiaries in which the Affected Employees participate. (c) From and after the Effective Time, Parent shall, with respect to Affected Employees entitled to participate in compensation and benefit plans, policies, programs or arrangements maintained by Parentpractices of Parent or its Subsidiaries subject to United States law (the “Benefit Plans”), the Surviving Corporation, or (i) cause to be waived any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived and any waiting period limitations under the applicable group health plan welfare benefit plans, policies or practices of Parent or its Subsidiaries in which employees of the Company or its Subsidiaries participate and (ii) cause to be credited any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments payment amounts and out-of-pocket maximums for expenses incurred by such plan yearemployees and their beneficiaries and dependents during the portion of the calendar year prior to participation in the Benefit Plans provided by Parent and its Subsidiaries. (cd) As of Parent shall, and shall cause the Effective TimeSurviving Corporation to, honor all employee benefit obligations to current and former employees and directors under the Company Compensation and Benefit Plans. Parent shall cause the Surviving Corporation to honor for assume the one-year period following obligations under the employment agreements and change of control agreements to which the Company is a party at the Effective Time all employment as required by such agreements. (e) As promptly as practicable after the date hereof, Parent and severance agreements existing as of the Company shall cooperate in preparing a mutually acceptable retention plan in order to provide additional incentive payments for certain Affected Employees to encourage continued service for the period beginning on the date hereof and set forth in Schedule 3.10(a) ending on the first anniversary of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective TimePubco shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Company Surviving Corporation Subsidiary and each of its Subsidiaries, as applicable, to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any and the Company Subsidiary Subsidiaries who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation credit for purposes of eligibility to participate, vesting and employee benefit plansdetermining the level of benefits, programs and policies and fringe benefits (other than equity based compensation arrangements) thatas applicable, in the aggregate, are substantially similar to those that were provided to the Continuing Employees under any Employee Benefit Plan established or maintained by the Company Surviving Subsidiary or any Company Subsidiary immediately of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the execution of this Agreement. (b) Following the Company Merger Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Parent shall use reasonable best efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the Employee Benefit Plans established or maintained by the Company Surviving Subsidiary or any of its Subsidiaries that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, the Company Surviving Subsidiary will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. The Company shall provide Pubco or its designee with all information reasonably requested and necessary to allow Pubco or its designee to comply with such obligations. (b) The Company shall cause all notices to be timely provided to each optionee under the Company Equity Incentive Plan as required by the Company Equity Incentive Plan in connection with the Transactions. (c) As The provisions of this Section 7.07 are solely for the benefit of the Effective Timeparties to the Agreement, Parent and nothing contained in this Agreement, express or implied, shall cause the Surviving Corporation confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any other Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-party beneficiary or otherwise, including, without limitation, any right to honor employment or continued employment for the one-year period following the Effective Time all employment and severance agreements existing as any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any Employee Benefit Plan or other employee benefit arrangement or shall require any of the date hereof and set forth in Schedule 3.10(a) of Company, Pubco, Parent, the Parent Surviving Subsidiary, the Company Disclosure Schedule between the Company Surviving Subsidiary or any Company Subsidiary and of its subsidiaries to continue any current Plan or former directorother employee benefit arrangements, officer or employee of the Company prevent their amendment, modification or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariestermination. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following a period of at least 12 months after the Effective Time, or such longer period as may be required by applicable Law or contract, Parent Regis shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment and its Subsidiaries with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar comparable to those that were provided to under the Continuing Employees by the Company or any Company Subsidiary Spinco Plans immediately prior to the execution Distribution Time (excluding any such Spinco Plans providing for equity-based compensation); provided, however, that nothing in this Agreement shall be interpreted as limiting the power of this AgreementRegis or the Surviving Corporation to amend or terminate any such Spinco Plan or any other individual employee benefit plan, program, Contract or policy or as requiring Regis or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract. (b) Following Regis shall cause each Regis Plan covering employees of Spinco or any of its Subsidiaries to recognize prior service of such employees with, or credited before the Effective TimeTime by, Parent shall Xxxxxxx-Xxxxxx, Spinco and their Subsidiaries as service with Regis and its Subsidiaries, without duplication of benefits (i) for purposes of vesting, eligibility and accrual or level of benefits under any such Regis Plan that is not a “pension plan” (as defined in Section 3(2) of ERISA) and (ii) for purposes of eligibility and vesting (but not, for the avoidance of doubt, benefit accrual or level of benefits) under any such Regis Plan that is a “pension plan” (as defined in Section 3(2) of ERISA). (c) Regis shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to recognize (preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Spinco Employees and former employees of Spinco and its Subsidiaries under any welfare or cause fringe benefit plan in which such employees and former employees may be eligible to be recognized) participate after the service of each Continuing Employee Effective Time, other than limitations or waiting periods that are in effect with respect to such employees and former employees and that have not been satisfied under the corresponding welfare or fringe benefit plan maintained by Spinco prior to the Effective Time and other than limitations or waiting periods applicable to non-Spinco Employees with the Company same period of service participating in such plans, and (ii) provide each Spinco Employee and former employee with credit under any welfare plans in which such employee or any Company Subsidiary determined as of former employee becomes eligible to participate after the Effective Time for purposes of eligibility any co-payments and vesting deductibles paid by such Spinco Employee or former employee for the then current plan year and for any out-of-pocket expenditures paid by such Spinco Employee or former employee at any time under any employee benefit plans, programs or arrangements the corresponding welfare plans maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained Spinco prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid to the extent such payments would have been taken into account under the corresponding group health plan of Spinco Plans with respect to the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearsame time period. (cd) As Except as otherwise provided in the Employee Matters Agreement, Regis shall, and hereby does, as of the Effective Time, Parent assume all of the obligations of Xxxxxxx-Xxxxxx and its Affiliates (i) with respect to all Spinco Employees under the Xxxxxxx-Xxxxxx Salaried Employees Special Severance Plan and (ii) under each severance agreement between Xxxxxxx-Xxxxxx and a Spinco Employee and, except to the extent a Spinco Employee agrees otherwise, all severance benefits shall cause be payable by Regis pursuant to the Surviving Corporation to honor for the one-year period following the Effective Time all employment terms of such plan and agreements. Spinco shall enter into severance agreements existing as of substantially in the date hereof and set forth in Schedule 3.10(aforms attached to Section 7.18(d) of the Company Spinco Disclosure Schedule between with the Company or any Company Subsidiary individuals named therein and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s Regis shall assume all such obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariessuch agreements. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time and for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the a one-year period following the Effective Time all Time, the Parent shall provide, or cause the Surviving Corporation and its subsidiaries and successors to provide, those persons who, at the Effective Time, were employees of the Company and its subsidiaries ("Covered Employees"), with benefits and compensation during their continuing ----------------- employment that are substantially equivalent, in the aggregate, to the compensation and severance agreements existing benefits provided to such employees as of the date hereof of this Agreement; provided that the foregoing shall not apply to the Company's 2000 Employee Stock Purchase Plan, which shall be terminated upon or prior to the Effective Time; provided, further, that nothing herein shall restrict the Parent or the Surviving Corporation from terminating the employment of any such employees in accordance with applicable laws and set forth contractual rights, if any, of such employees. (b) The Parent will, or will cause the Surviving Corporation to: (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Employees under any welfare plan that such employees may be eligible to participate in Schedule 3.10(aafter the Effective Time; (ii) provide each such Covered Employee with credit for any co-payment 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; and (iii) provide each Covered Employee with credit for purposes of vesting and eligibility for all service with the Company and its affiliates under each employee benefit plan, program, or arrangement of the Company Disclosure Schedule between Parent or its affiliates in which such employees are eligible to participate to the Company or any Company Subsidiary and any current or former director, officer or employee extent such service was credited for similar purposes under similar plans of the Company or its subsidiaries; provided, however, that in no event shall the Covered Employees be entitled to any Company Subsidiary. In addition, credit to the extent that it would result in a duplication of benefits with respect to the same period of service. (c) The Parent shall, shall (i) cause the Surviving Corporation after the Effective Timeconsummation of the Offer to pay all amounts provided under all of the Company's Benefit Plans in accordance with their terms, and (ii) honor and cause the Surviving Corporation to perform the Company’s obligations under the ChipPAChonor all rights, Inc. Employee Retention privileges and modifications to or with respect to any Benefit Plans which become effective as a result of such change in control in accordance with their terms, subject in each case to all rights amend or terminate any Benefit Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder accordance with participating employees of the Company and the Company Subsidiariesits terms. (d) The Parent and the Company shall use its reasonable best efforts jointly determine, no later than June 30, 2000, an appropriate number of options to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result be granted between the date of Parent’s modifications this Agreement and the Effective Time. The Parent and the Company shall, in good faith, jointly identify the optionees and determine the amount and terms of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsindividual grants.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to To the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time is relevant for purposes of eligibility eligibility, vesting, and vesting entitlement to any vacation or paid time off benefit under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing established or maintained by Parent or the Surviving Corporation following the Closing Date for the benefit of Employees, such plan, program or arrangement shall credit such Employees shall waive pre-existing condition limitations with respect for service on and prior to the Continuing Employees Closing Date to the same extent waived under the applicable group health plan of such service was recognized by the Company or any Company Subsidiary maintained prior to for the Effective Time, and each Continuing Employee shall be given credit for amounts paid same purpose under the corresponding group health plan Company Employee Plans, except as would cause a duplication of benefits or coverage for the Company or any Company Subsidiary during same period of service. In addition, for the plan year in which the Effective Time occurs Closing occurs, with respect to any group health plan established or maintained by Parent or the Surviving Corporation following the Closing Date for the benefit of Employees, Parent agrees to use commercially reasonable efforts to: (i) waive any pre-existing condition exclusion; and (ii) provide that any covered expenses incurred on or before the Closing Date by any Employee or by a covered dependent shall be taken into account for purposes of applying deductiblessatisfying applicable deductible, co-payments coinsurance, and maximum out-of-pocket maximums for such plan yearprovisions after the Closing Date. (b) From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all severance, retention, change in control and similar arrangements between the Company and the Employees in effect prior to the Closing Date. Parent and the Company intend and agree that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Company employee. (c) As Notwithstanding the foregoing, nothing in this Section 5.15 shall (i) confer upon any Employee or any other Person not a party to this Agreement any right or remedy (including any third-party beneficiary right) under this Section 5.15 or this Agreement; (ii) confer upon any Employee or any other Person not a party to this Agreement any right with respect to continuance of employment or any term or condition of employment) by the Effective TimeCompany, Parent shall cause Parent, the Surviving Corporation or their respective Affiliates; or (iii) be deemed to honor for the one-year period following the Effective Time all employment and severance agreements existing as amend, terminate or modify any Company Employee Plan or any other benefit or compensation plan, program, agreement, arrangement, practice or policy of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former directorCompany, officer or employee of the Company or any Company Subsidiary. In additionParent, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesor their respective Affiliates. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following At the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall provide employment to, or shall cause the Surviving Corporation to provide or cause to be provided to employment to, employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees employed by the Company or its Subsidiaries as of the Effective Time ("Continuing Employees"). Nothing contained herein shall be deemed to guarantee employment for any Company Subsidiary immediately prior period of time or preclude the Parent's ability to the execution of this Agreement. (b) Following terminate any Continuing Employee for any reason subsequent to the Effective Time. Except as may be otherwise required by law, nothing contained herein shall require Parent to continue any particular Company Benefit Plan or compensation plan, program or arrangement, or prevent the amendment, modification or termination thereof; provided that Parent shall not take any action or cause the Surviving Corporation to take any action (by way of amendment, termination or otherwise) which is in violation of the terms of any Company Benefit Plan. From and after the Effective Time until the second anniversary of the Effective Time (the "Benefits Continuation Period"), Parent shall provide, or shall cause the Surviving Corporation to recognize (or cause provide compensation and employee benefits to be recognized) the service Continuing Employees and former employees of each Continuing Employee with the Company or any and its Subsidiaries ("Former Employees") which are substantially comparable in the aggregate to those provided to such individuals by the Company Subsidiary determined as of and its Subsidiaries immediately prior to the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeTime; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to employees who are subject to collective bargaining, compensation and benefits shall be provided in accordance with the applicable collective bargaining agreements. Following the Benefits Continuation Period, Parent shall provide, or shall cause the Surviving Corporation to provide, compensation and benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of Parent. (b) During the Benefits Continuation Period, Parent shall continue, or shall cause the Surviving Corporation to continue, the severance and post-retirement medical and dental benefits provided by the Company and its Subsidiaries immediately prior to the Effective Time as provided in the Pharmacia Separation Benefit Plans, as amended through July 9, 2002. Further, Parent shall continue, or shall cause the Surviving Corporation to continue, post-retirement medical, dental and life insurance benefits for eligible Former Employees at the Company as in effect prior to the Effective Time. Following the Benefits Continuation Period, (i) Parent shall provide, or shall cause the Surviving Corporation to provide, to the Continuing Employees severance benefits that are no less favorable than those provided to similarly situated employees of Parent, and (ii) to the same extent waived under Parent alters or modifies any retiree welfare benefits provided to any Continuing Employee or Former Employee, such alteration or modification shall result in such individual (and such individual's eligible dependents) receiving retiree welfare benefits that are substantially comparable in the applicable group health plan aggregate to those provided to similarly situated employees and former employees of Parent. During the Benefits Continuation Period, Parent shall provide, or shall cause the Surviving Corporation to provide to Continuing Employees and Former Employees employed outside of the Company or any Company Subsidiary maintained United States compensation and benefits that are substantially comparable in the aggregate to those provided to such persons immediately prior to the Effective Time, subject to: such modifications as are necessary to comply with applicable laws of the foreign countries and their political subdivisions; and applicable labor agreements. (c) With respect to any Benefit Plans of Parent or the Surviving Corporation in which Continuing Employees or Former Employees first become eligible to participate on or after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) waive any pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to Continuing Employees and Former Employees under any Benefit Plans of Parent or the Surviving Corporation, except to the extent that such pre-existing condition exclusions or waiting periods apply to changes made by such Continuing Employee or Former Employee under the terms of the Parent or Surviving Corporation Benefit Plan on the same basis as would apply to any employee or former employee of Parent making a similar change; (ii) provide each Continuing Employee shall be given or Former Employee with credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and deductible paid prior to the Effective Time (to the same extent such credit was given under the analogous Company Benefit Plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket maximums requirements under any Parent Benefit Plan; and (iii) recognize service prior to the Effective Time with the Company, its Subsidiaries and any predecessor entities of the Company, for all purposes (including, without limitation, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) of Benefit Plans of Parent or the Surviving Corporation in which any Continuing Employee or Former Employee participates to the same extent such plan yearservice would be recognized by Parent under the applicable Benefit Plan for similarly situated employees and former employees of Parent; provided, however, that the foregoing shall not apply to the extent it would result in any duplication of benefits for the same period of service. (cd) As of From and after the Effective Time, Parent shall honor, fulfill and discharge and shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment honor, fulfill and discharge, in accordance with its terms, each Company Benefit Plan and related funding arrangement, including each employment, change in control, severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule termination agreement between the Company or any Company Subsidiary of its Subsidiaries and any current or former directorofficer, officer director or employee of the Company or any Company Subsidiary. In additionsuch company, Parent shallincluding without limitation (i) all legal and contractual obligations pursuant to outstanding retirement plans, after salary and bonus deferral plans, vested and accrued benefits and similar employment and benefit arrangements and agreements in effect as of the Effective Time, cause including all the Surviving Corporation to perform the Company’s obligations "change in control" provisions under the ChipPACCompany Benefit Plans, Inc. Employee Retention Plan and the ChipPAC(ii) all vacation, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses personal and retention payments to employees of the Company sick days accrued by Continuing Employees and the Company Subsidiaries contingent upon the occurrence Former Employees as of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesTime. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following The parties shall cooperate to establish an equity incentive award plan and an employee stock purchase plan for Holdco to be effective at the Effective TimeClosing. (b) Holdco shall, or such longer period as may be required by applicable Law or contract, Parent shall or and shall cause the Surviving Corporation each of its subsidiaries to, as applicable, use commercially reasonable efforts to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary and each of its subsidiaries who remain employed immediately prior to after the Merger Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plansplan, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees program or arrangement established or maintained by the Company Surviving Corporation or any Company Subsidiary immediately of its subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the execution of this Agreement. (b) Following the Merger Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employeeits subsidiaries; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Holdco shall use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by Holdco or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the same extent waived under Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable group health plan year. Following the Closing, Holdco will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (c) The provisions of this Section 8.05 are solely for the benefit of the parties to the Agreement, and nothing contained in this Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any other person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or any Company Subsidiary maintained prior to of its subsidiaries or shall require the Effective TimeCompany, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesHoldco, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation and each of their respective subsidiaries to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company continue any Plan or any Company Subsidiary and any current other employee benefit arrangements, or former directorprevent their amendment, officer modification or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariestermination. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Parent hereby agrees that, for a period commencing upon the Effective Time and ending on December 31, 2016 (or if shorter, during the period of employment), Parent shall, or it shall cause the Surviving Company and its Subsidiaries to, (i) provide each employee of the Company and of each of the Company Subsidiaries as of the Effective Time (each, an “Employee”), other than any Employee covered by a Collective Bargaining Agreement (each, a “Union Employee”) with at least the same level of base salary that was provided to each such Employee immediately prior to the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation (ii) provide each Employee with a cash incentive compensation opportunity that is at least equal to provide or cause to be that provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary Employee immediately prior to the Effective Time and, in each case, to and (iii) provide the extent an Employees with employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity equity-based compensation awards and defined benefit or non-qualified arrangements) that, that are no less favorable in the aggregate, are substantially similar to those that were aggregate than the employee benefits (other than equity-based awards and defined benefit or non-qualified arrangements) provided to the Continuing such Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, . From and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause the Surviving Corporation Company and its Subsidiaries to honor for the one-year period following in accordance with their terms, all Plans as in effect immediately prior to the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and that are applicable to any current or former director, officer employees or employee directors of the Company or any Company Subsidiary, including all severance agreements listed on Section 3.10(a) of the Company Disclosure Schedule, it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Company, to amend or terminate any Plan in accordance with its terms. In additionNotwithstanding the foregoing, (x) any applicable cash incentive compensation performance period in effect as of the Closing Date and scheduled to end after December 31 of the year in which the Closing Date occurs shall end on December 31 of the year in which the Closing Date occurs, and any applicable payment thereunder shall be made subject to appropriate adjustment and pro-ration, and (y) the following performance period shall begin on January 1 of the immediately following calendar year. With respect to Union Employees, Parent shall, after or shall cause the Surviving Company and its Subsidiaries to, honor in accordance with their terms all applicable Collective Bargaining Agreements as in effect immediately prior to the Effective Time, cause it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Corporation Company, to perform amend or terminate any Collective Bargaining Agreement in accordance with its terms. (b) Employees shall receive credit for their service on or prior to the Effective Time with the Company, any Company Subsidiary and all Affiliates 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 post-retirement medical arrangement) under any employee benefit plan, program or arrangement established or maintained by Parent, the Surviving Company or any of their respective Subsidiaries under which each Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any of the Company Subsidiaries under comparable Plans immediately prior to the Effective Time. Such plan, program or arrangement shall credit each such Employee for service accrued or deemed accrued on or prior to the Effective Time with the Company, any Company Subsidiary and all Affiliates where service with the Affiliate was credited under a comparable Plan of the Company prior to the Effective Time (c) During the period commencing on the Closing and ending on December 31 of the calendar year in which the Closing Date occurs, each Employee who is primarily employed in the United States (each, a “U.S. Employee”) shall continue to be eligible to participate in the welfare benefit plans, programs and arrangements maintained by the Company in which such U.S. Employee was eligible to participate immediately prior to the Closing. Beginning on January 1 of the immediately following calendar year, each U.S. Employee who is then employed by Parent or the Surviving Company will be enrolled in welfare benefit plans, programs and arrangements maintained by Parent or the Surviving Company (the “Purchaser Welfare Benefit Plans”), without regard to any waiting periods, preexisting condition exclusions, at-work requirements, evidence of insurability and similar terms and conditions, except to the extent prohibited under applicable Law or the terms of the applicable Purchaser Welfare Benefit Plan. (d) Each of the Company, Parent and Merger Sub acknowledges that consummation of the Transactions will constitute a change in control of the Company under the terms of the Company’s obligations under employee plans, programs, arrangements and contracts containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction. (e) Nothing in this Section 6.05 shall be treated as an amendment of, or undertaking to amend, any benefit plan. The provisions of this Section 6.05 are solely for the ChipPACbenefit of the respective parties to this Agreement and nothing in this Section 6.05, Inc. Employee Retention Plan and express or implied, shall confer upon any Employee, or legal representative or beneficiary thereof or any other person, any rights or remedies. (f) Prior to the ChipPACClosing, Inc. Special Bonus Planthe Company shall, which will to the extent permitted by applicable Law, provide for payments at specified times of severance, bonuses and retention payments Parent with reasonable access to employees of the Company and related employee files and records, in each case to the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements extent reasonably determined by Parent to be entered into thereunder necessary or appropriate in connection with participating employees of the Company post-Closing employment and the Company Subsidiariesretention matters. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation On and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor for the one-year period following promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time all as provided pursuant to the terms of any compensation arrangements, employment agreements and severance agreements existing employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries (including all compensation and benefits earned through the Effective Time pursuant to the Company Plans set forth in Schedule 3.10(a) of the Company Disclosure Letter). Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any individual agreement with any employee, former employee, director or former director in effect as of the date hereof and disclosed in Schedule between 3.10(a) of the Company Disclosure Letter. (b) Except as set forth in Schedule 6.6(b) of the Company Disclosure Letter, Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the second anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided to Parent's similarly situated employees pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of Parent and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be provided with such benefits as shall be required under the terms of any applicable collective bargaining agreement; provided, however, that nothing herein shall prevent the amendment or termination of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to perform make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given credit for all service with the Company and its subsidiaries, to the same extent as such service was credited for such purpose by the Company’s obligations , under each employee benefit plan, program, or arrangement of the Parent in which such employees are eligible to participate for purposes of eligibility and vesting; 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. (c) If employees of the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the ChipPACapplicable medical, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out-of-pocket expenses incurred by the Company Subsidiaries contingent upon employees and their beneficiaries under such plans during the occurrence portion of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements calendar year prior to be entered into thereunder with participating employees of the Company and the Company Subsidiariessuch participation. (d) Parent Nothing in this Section 6.6 shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications require the continued employment of any material terms person or, with respect to clauses (b) and conditions of employment for such employees in such employees’ respective jurisdictions(c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from taking.

Employee Benefits Matters. (a) For one year a period of not less than twelve (12) months following the Effective TimeClosing Date, or such longer period as may be required by applicable Law or contractBuyer shall, Parent shall or shall cause Companies to, provide Continuing Employees with (i) a base salary or wage rate and target cash bonus opportunity (collectively, “total compensation”) substantially comparable in the Surviving Corporation aggregate to provide or cause to be the total compensation provided to employees of such Continuing Employees immediately before the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an Closing Date and (ii) employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity any equity-based, change in control or transaction based compensation arrangementsor benefits, defined benefit pension benefits or retiree health or welfare benefits) that, that are substantially comparable in the aggregateaggregate to the employee benefits (other than any equity-based, are substantially similar to those that were change in control or transaction based compensation or benefits, defined benefit pension benefits or retiree health or welfare benefits) provided to the such Continuing Employees by immediately before the Company or any Company Subsidiary immediately prior to the execution of this AgreementClosing Date. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation With respect to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any “employee benefit plans, programs or arrangements plan” (as defined in Section 3(3) of ERISA maintained by Parent, Buyer or the Surviving Corporation, Companies (or any of their affiliates that employs respective Affiliates) in which any Continuing Employee; providedEmployee is eligible to participate on or after the Closing Date, howeverfor the purposes of determining eligibility to participate and vesting (but not for benefit accrual purposes (except for vacation and severance), that such crediting of service shall not operate to duplicate or vesting under any benefit or the funding of any such benefit. Each such employee benefit equity compensation plan, program or arrangement that provides health benefits to as applicable), such Continuing Employees Employee’s service with the Companies before the Closing Date shall waive pre-existing condition limitations be treated as service with respect to the Continuing Employees Buyer and its Affiliates to the same extent waived as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any analogous Employee Plan; provided that the applicable group health plan foregoing shall not apply to the extent that it would result in any duplication of benefits for the same period of service. Buyer shall, and shall cause its Affiliates (including the Companies) to use commercially reasonable efforts to, waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage of the Company or Continuing Employees (and any Company Subsidiary maintained prior dependents thereof) under any welfare benefit plans in which such Continuing Employees (and any dependents thereof) may be eligible to participate after the Closing to the Effective Timesame extent such preexisting conditions, exclusions and each Continuing waiting periods did not apply or were satisfied under any analogous Employee shall be given credit for amounts paid under Plan before the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearClosing Date. (c) As Notwithstanding anything herein to the contrary and without limiting the generality of Section 13.09, all provisions contained in this ARTICLE 10 are included for the sole benefit of the Effective Timeparties to this Agreement, Parent and nothing in this Agreement, whether express or implied, (i) shall cause be treated as an amendment or other modification of any Employee Plan or other employee benefit plan, agreement or other arrangement, (ii) shall limit the Surviving Corporation right of Buyer or a Company or their respective Affiliates to honor for the one-year period amend, terminate or otherwise modify any Employee Plan or other employee benefit plan, agreement or other arrangement following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(aClosing Date or (iii) of the shall confer upon any other Person who is not a party to this Agreement (including any Equityholder, any Service Provider, Company Disclosure Schedule between the Company Employee, Continuing Employee or any Company Subsidiary and participant in any current Employee Plan or former directorother employee benefit plan, officer agreement or employee of the Company other arrangement (or any Company Subsidiary. In additiondependent or beneficiary thereof)) any right to continued or resumed employment or recall, Parent shallany right to specific compensation or benefits, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from nonor any third-U.S. Continuing Employees that are required by applicable Law party beneficiary or collective bargaining agreement as a result of Parent’s modifications other right of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionskind or nature whatsoever.

Employee Benefits Matters. (a) For a period of one year following from and after the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation and its subsidiaries to provide honor in accordance with their terms (without amendment or cause modification in a manner adverse to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees participants therein) all contracts, agreements, arrangements, policies, plans and commitments of the Company or any Company Subsidiary and the Subsidiaries as in effect immediately prior to the Effective Time andthat are applicable to any current or former employees or directors of the Company or any Subsidiary; provided, however, that Parent and the Surviving Corporation shall not be required to provide an employer stock fund in each caseany defined contribution plan, or to make any matching or other contributions to such plans in stock; provided, further, that after the extent an employee continues employment with first anniversary of the Effective Time, Parent and the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation Parent's subsidiaries shall not be prohibited from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, commitments in the aggregate, are substantially similar to those that were provided to the Continuing accordance with their terms. Employees by of the Company or any Subsidiary (the "Company Subsidiary immediately Employees") shall receive credit for service accrued prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time ("Pre-Closing Service") for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, Parent or any of its subsidiaries (including the Surviving Corporation, or any of their affiliates ) that employs any Continuing Employeeis extended to the Company Employees; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program Parent and the Surviving Corporation shall waive, or arrangement that provides health cause to be waived, any limitations on benefits relating to Continuing Employees shall waive any pre-existing condition limitations with respect to the Continuing Employees conditions to the same extent such limitations are waived under the applicable group health any comparable plan of Parent or its subsidiaries and recognize, for purposes of annual deductible, co-payment and out-of-pocket limits under its medical and dental plans, deductible, co-payment and out-of-pocket expenses paid by employees of the Company or any Company Subsidiary maintained prior to and its Subsidiaries in the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the respective plan year in which the Effective Time occurs occurs; and provided, further, however, that (i) all Pre-Closing Service shall be counted for purposes of applying deductiblesdetermining the level of benefits under any vacation or severance plan following the Effective Time established or maintained by Parent or any of its subsidiaries (including the Surviving Corporation) that is extended to Company Employees and (ii) following the Effective Time, co-payments all employees of the Company and out-of-pocket maximums for such plan year. (c) As the Subsidiaries shall be entitled to all unused vacation time accrued as of the Effective Time. Notwithstanding any of the foregoing to the contrary, Parent shall cause the Surviving Corporation to honor for during the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In additionTime, Parent shall, after the Effective Time, may cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will other subsidiaries of Parent to provide for payments at specified times of severance, bonuses and retention payments to certain employees of the Company and the Company Subsidiaries contingent upon all employee benefit plans, programs or arrangements of Parent or any of its subsidiaries available to similarly situated employees of Parent and its subsidiaries; provided that the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Subsidiaries receive benefits under such employee benefit plans, programs or arrangements that are not less favorable than the benefits provided to similarly situated employees of Parent and its subsidiaries, in lieu of the employee benefit plans, programs or arrangements of the Company Subsidiariesand the Surviving Corporation. (db) Parent shall use its reasonable best efforts Section 7.05 of the Disclosure Schedule sets forth, with respect to procure consents from non-U.S. Continuing Employees certain executive officers of the Company, the cash severance payment that are required by applicable Law or collective bargaining would be due to such executive officer under such person's employment agreement with the Company upon the termination of such person's employment with the Company after a Change of Control (as a result defined therein). At the Effective Time, without limiting the rights of Parent’s modifications such executive officer under such person's agreements with the Company, the Surviving Corporation will pay to such executive officer, pursuant to the employment agreement between the Company and such executive officer, the amount of any material terms and conditions the cash severance payment set forth opposite such person's name in Section 7.05 of employment for such employees in such employees’ respective jurisdictionsthe Disclosure Schedule.

Employee Benefits Matters. (a) For one year following From and after the ------------------------- Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation and its subsidiaries to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company or any Company Subsidiary and the Subsidiaries as in effect immediately prior to the Effective Time andthat are applicable to any current or former employees or directors of the Company or any Subsidiary. Employees of the Company or any Subsidiary shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, in each case, to the extent an employee continues employment with program or arrangement established or maintained by the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company its subsidiaries for service accrued or any Company Subsidiary immediately deemed accrued prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting -------- ------- of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such . (b) With respect to any employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan plans in which any employees of the Company or any subsidiary first become eligible to participate, on or after the Effective Time, and in which the Company Subsidiary maintained employees did not participate prior to the Effective Time, Parent shall: (i) waive all pre- existing conditions, exclusions and each Continuing Employee shall be given credit for amounts paid under waiting periods with respect to participation and coverage requirements applicable to the corresponding group health plan employees of the Company or any Subsidiary under any such new plans in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous plan; (ii) provide each employee of the Company Subsidiary during and the Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time (to the same extent such credit was given under the analogous plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any such new plan in which such employees may be eligible to participate after the Effective Time; and (iii) with respect to flexible spending accounts, provide each employee of the Company and its subsidiaries with a credit for any salary reduction contributions made thereto and a debit for any expenses incurred thereunder with respect to the plan year in which the Effective Time occurs for purposes occurs; provided, that the foregoing shall not apply to the extent it would result in duplications of applying deductibles, co-payments and out-of-pocket maximums for such plan yearbenefits. (c) As of Parent will implement the employee retention programs described in Schedule I as soon as practicable following the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Effective as of the Effective TimeTime and continuing through December 31, or such longer period as may be required by applicable Law or contract2012, Parent shall provide, or shall cause the Surviving Corporation to provide provide, to each employee of the Company or cause the Company Subsidiaries who continues to be provided to employees of employed by the Company or the Surviving Corporation or any of their respective Subsidiaries (other affiliate of Parent who were than such employees of covered by collective bargaining agreements) (the “Affected Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is substantially comparable to the base salary or regular hourly wage provided to such Affected Employee by the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an and (ii) employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangementsand short-term incentive compensation) thatthat are, in the aggregate, substantially comparable to those provided to such Affected Employee (including all dependents) by the Company immediately prior to the Effective Time; provided, that Parent may provide Affected Employees with equity compensation grants in its discretion; and provided, further, that Parent shall have no obligation to cause any Affected Employee who is not actively accruing benefits under a tax-qualified defined benefit plan of the Company or the Company Subsidiaries immediately prior to the Effective Time to actively accrue benefits under a tax-qualified defined benefit of Parent and its Subsidiaries. Without limiting the generality of the foregoing, until the date that is 18 months following the Effective Time, Parent shall cause to be maintained in place, in accordance with its terms as of the date of this Agreement the Temple-Inland Enhanced Severance Pay Policy, which is set forth on Schedule 6.8(a) of the Company Disclosure Letter and any severance policy for hourly or part time employees who are not subject to collective bargaining agreements that is included in an employee handbook or similar document as of the date of this Agreement. For 2011, the Company and the Company Subsidiaries shall pay bonuses to the Affected Employees at the earlier of (x) the Effective Time or (y) the date on which short term bonuses are ordinarily paid to Affected Employees based on the greater of target level and actual performance in respect of the portion of the 2011 year from January 1, 2011 through December 31, 2011 or, if earlier, the Effective Time. If the Effective Time has not occurred by January 1, 2012, the Company may establish for 2012 annual incentive targets and performance goals that are substantially similar to the annual incentive targets and performance goals under the Company’s 2011 annual incentive compensation plan and the Company and the Company Subsidiaries shall pay pro-rata bonuses for 2012 at the target level to Affected Employees at the Effective Time. Parent shall cause the Affected Employees to participate in short-term annual incentive compensation plans of Parent and its Subsidiaries for 2012 or, if the Effective Time occurs in 2012, for the remainder of 2012, that provide short-term annual incentive compensation opportunities that are, in the aggregate, substantially comparable to those that were provided to similarly situated employees of Parent and its Subsidiaries (other than the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this AgreementSurviving Corporation and its Subsidiaries). (b) Following the Effective Time, Parent shall provide, or shall cause the Surviving Corporation to recognize provide, that periods of employment with the Company (including, without limitation, any current or cause to be recognized) the service former affiliate of each Continuing Employee with the Company or any Company Subsidiary determined predecessor of the Company) shall be taken into account for purposes of determining, as applicable, the eligibility, vesting and benefit accrual under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Affected Employees (other than (i) for benefit accrual under defined benefit pension plans, (ii) for service under retiree medical plans for any purpose, (iii) as would result in a duplication of benefits and (iv) under newly established plans for which similar situated employees of Parent and its Subsidiaries do not receive such credit). (c) Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (i) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (ii) waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (iii) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. None of the Transactions shall affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation policies applicable to such Affected Employee immediately prior to the Effective Time. (d) In addition to any obligations imposed by applicable Law upon any successor to the Company, as successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company (or to any Company Subsidiary or division of the Company in which the employee who has entered into a change in control agreement with the Company (each a “Change in Control Agreement” and collectively, the “Change in Control Agreements”) is employed, including but not limited to, the Company’s building products operations), Parent shall cause Surviving Corporation or the applicable Subsidiary that is a party thereto to assume and agree to perform, the obligations under the Change in Control Agreements in accordance with their respective terms and conditions. Parent shall cause any successor to all or substantially all of the business and/or assets of the Company’s building products operations to assume and agree to perform the obligations under the Change in Control Agreements for any employee of such operations who is party to a Change in Control Agreement who becomes employed by such successor. In addition, for the purposes of eligibility and vesting under Section 7.1 of the Change in Control Agreement, the “Board” shall mean the board of directors of Parent or the board of directors of its ultimate successor parent company, or the compensation committee of such board of directors. (e) Nothing in this Agreement shall confer upon any employee benefit plansAffected Employee any right to continue in the employ or service of Parent, programs the Surviving Corporation or arrangements maintained by any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Affected Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any affiliate of their affiliates that employs Parent and the Affected Employee. This Section 6.8 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.8, express or implied, is intended to confer upon any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate other Person any benefit rights or the funding remedies of any such benefitnature whatsoever under or by reason of this Section 6.8. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect Notwithstanding any provision in this Agreement to the Continuing Employees to contrary and without limiting the same extent waived under the applicable group health plan foregoing, nothing in this Section 6.8 shall create any third party beneficiary rights in any current or former service provider of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company its affiliates (or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearbeneficiaries or dependents thereof). (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. Notwithstanding the generality of the foregoing, for a period of twelve (12) months following the Effective Time, or such longer period as may be required by applicable Law or contractunless otherwise noted, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the Company Subsidiary who continues in employment with the Surviving Corporation or any of their respective affiliates following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, that, in each case, is no less than the base salary or hourly wage rate, as applicable, provided to such Continuing Employee immediately prior to the Effective Time, (ii) a cash bonus opportunity, but only through the end of the calendar year during which the Closing occurs, that is no less than the cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, (iii) other employee benefits (including, without limitation, employee health, welfare, retirement, and fringe benefits), other than defined benefit pension, deferred compensation, equity incentive compensation, and severance or post-termination benefits, which are no less favorable in the aggregate than those employee benefits provided to such Continuing Employee immediately prior to the Effective Time; and (iv) solely in the case of Continuing Employees who do not receive severance or post-termination benefits pursuant to any individual agreement, the severance benefits set forth on Schedule 6.7(a)(iii). Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide provide, that periods of employment with the Company (including any current or cause to be provided to employees of the Surviving Corporation or any other former affiliate of Parent who were employees of the Company or any predecessor of the Company Subsidiary to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits). (b) To the extent Parent offers coverage to a Continuing Employee under an employee benefit plan of Parent and its Subsidiaries (each, a “Parent Plan”) Parent shall, and shall cause the Surviving Corporation to, to the extent applicable, use reasonable best efforts to (i) cause such Continuing Employee to be immediately eligible to participate, without any waiting time, in such Parent Plan to the extent that coverage under such Parent Plan is comparable to a Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or ii) cause to be recognized) the service of each Continuing Employee with the Company waived any eligibility waiting periods, actively-at-work requirements or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations or exclusions with respect to such Continuing Employees under the applicable health and welfare benefits of such Parent Plan (except to the extent applicable under the comparable Company Benefit Plan immediately prior to the Effective Time), (iii) cause to be waived any and all evidence of insurability requirements with respect to such Continuing Employees to the extent such evidence of insurability requirements were not applicable to the Continuing Employees to the same extent waived under the applicable group health plan of the comparable Company or any Company Subsidiary maintained Benefit Plan immediately prior to the Effective Time, and each (iv) with respect to a health plan, credit such Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibleswith all deductible payments, co-payments and out-of-pocket maximums or other co-payments paid by such employee under the Company Benefit Plans prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum for such plan year. (c) As If requested by Parent in writing delivered to the Company not less than ten (10) business days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate any Company Benefit Plan intended to qualify under Section 401(a) of the Effective TimeCode that contains a cash or deferred arrangement (collectively, the “Company 401(k) Plans”), effective as of the day prior to the Closing Date. If Parent requests such termination, Parent shall cause a defined contribution plan maintained by Parent or its affiliates that is intended to qualify under Section 401(a) of the Code (the “Parent 401(k) Plan”), (and a related trust exempt from tax under Section 501(a) of the Code) to (i) permit participation by Continuing Employees as soon as practicable following the Closing Date, subject to and on terms and conditions no less favorable than those applicable to similarly situated employees of Parent and its affiliates, and (ii) permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code and, for the avoidance of doubt, inclusive of loans), in the form of cash and, with respect to loans, notes, in an amount equal to the full account balance (inclusive of loans) distributed to such Continuing Employees from the Company 401(k) Plans to the Parent 401(k) Plan. The resolutions and actions required to effectuate such termination shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld. (d) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to honor discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the one-year period following extent expressly provided otherwise in a Company Benefit Plan or a written agreement between Parent, the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between Surviving Corporation, the Company or any affiliate of Parent and the Continuing Employee or any severance, benefit or other applicable plan or program covering such Continuing Employee. Nothing in this Agreement shall (i) be deemed or construed to be an amendment or other modification of any Company Subsidiary and Benefit Plan or employee benefit plan of Merger Sub, (ii) create any third party rights in any current or former director, officer or employee service provider of the Company or its affiliates (or any beneficiaries or dependents thereof) or (iii) alter or limit the ability of the Surviving Corporation, Parent or any of their respective affiliates to amend, modify or terminate any Company Subsidiary. In additionBenefit Plan or other employee benefit, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. (e) As soon as reasonably practicable following the date hereof, the Company shall deliver to Parent shall, after a list of each “disqualified individual” (as defined in Section 280G of the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees Code) of the Company and the Company Subsidiaries contingent upon Subsidiary and (i) the occurrence Company’s reasonable, good faith estimate of the Effective Time maximum amount (separately identifying single and double-trigger amounts and tax gross-up payments, if any) that could be paid to such disqualified individual as a result of any of the Transactions (alone or in an aggregate cash amount combination with any other event) and (ii) the “base amount” (as defined in Section 280G(b)(3) of US$5.0 millionthe Code) for each such disqualified individual. Following the date hereof, the Company shall reasonably cooperate with Parent to minimize any negative tax consequences under Section 280G of the Code. (f) The Company shall provide Parent with a copy of any material written communications intended for broad-based and the individual award agreements general distribution to be entered into thereunder with participating any current or former employees of the Company and or the Company SubsidiariesSubsidiary if such communications relate to any of the Transactions, and will provide Parent with a reasonable opportunity to review and comment on such communications prior to distribution. (dg) In the event the Closing Date occurs prior to the payment of annual bonuses with respect to calendar year 2023, then Parent shall, or shall use its reasonable best efforts cause the Surviving Corporation to, pay to procure consents from non-U.S. each Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of ParentEmployee such employee’s modifications of any material 2023 annual bonus, determined pursuant to the terms and conditions set forth in the applicable annual bonus program and based on actual achievement of performance goals. Such annual bonuses (less any applicable withholding Taxes) shall be paid no later than December 31, 2023, subject to the Continuing Employee’s continued employment through the payment date; provided, however, if any such Continuing Employee’s employment is terminated by the Surviving Corporation (or Parent or any of its affiliates) without Cause or for Good Reason, in either case, prior to or on December 31, 2023, then such employees in employee shall remain entitled to receive such employees’ respective jurisdictionsemployee’s 2023 bonus, to the extent earned based on actual achievement of such performance goals through December 31, 2023 and prorated for the portion of calendar year 2023 elapsed prior to the date of termination, on the date on which annual bonuses are paid to Continuing Employees generally under the annual bonus program.

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees agrees that each employee of the Company and its Subsidiaries at the Effective Time who continues to remain employed by Parent or any a Subsidiary thereof following the Closing Date (a “Continuing Employee”) shall, during the period commencing at the Effective Time and ending on December 31, 2016, be provided with (i) base salary or base wage, target annual cash incentive compensation and employee benefits (excluding long-term incentive compensation opportunities and post-termination welfare benefits) which, in the aggregate are no less favorable than the base salary or base wage, target annual cash incentive compensation and employee benefits (but excluding long-term incentive compensation opportunities and post-termination welfare benefits) provided by the Company Subsidiary and its Subsidiaries to each such Continuing Employee immediately prior to the Effective Time and, in each case, and (ii) severance benefits that are no less favorable than the severance benefits provided by the Company and its Subsidiaries to such Continuing Employees immediately prior to the extent an employee continues employment Effective Time that are set forth on Section 5.7(a) of the Company Disclosure Letter with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided respect to the Continuing Employees by subject thereto; provided, however, that the Company or any Company Subsidiary immediately prior to the execution requirements of this AgreementSection 5.7(a) shall not apply to Continuing Employees who are covered by a collective bargaining agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of give each Continuing Employee full credit for prior service with the Company or any Company Subsidiary determined its Subsidiaries to the extent such service would be recognized if it had been performed as an employee of the Effective Time Parent for purposes of eligibility eligibility, vesting and vesting determination of benefit levels under any employee Parent Employee Plans or policy of general application relating to vacation or severance, except for benefit plans, programs or arrangements maintained by accrual purposes under any defined benefit plan of Parent, for purposes of determining eligibility for retiree and other post-termination health and welfare benefits or to the Surviving Corporationextent it would result in a duplication of benefits. For the avoidance of doubt, or no Continuing Employee shall be retroactively eligible for any of their affiliates that employs any Continuing Employee; providedParent Employee Plan, however, that such crediting of service shall not operate to duplicate any benefit or the funding of including any such benefit. Each such employee benefit plan, program or arrangement Parent Employee Plan that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained was frozen prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shallshall use commercially reasonable efforts to (i) waive, after the Effective Time, or cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder waived, any pre-existing conditions, exclusions and waiting periods with participating employees of the Company respect to participation and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts coverage requirements applicable to procure consents from non-U.S. any Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.Employee under any

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following after the Effective Time, Parent shall or shall cause the Surviving Corporation and its subsidiaries to recognize honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries with respect to benefits or entitlements that accrued prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary. Employees of the Company or any Subsidiary shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or cause arrangement established or maintained by the Surviving Corporation or any of its subsidiaries for service accrued or deemed accrued prior to be recognized) the service of each Continuing Employee Effective Time with the Company or any Company Subsidiary determined as of the Effective Time Subsidiary, including credit for such service for purposes of eligibility and vesting under determining any employee benefit plans, programs or arrangements maintained by Parent, amounts which subsequently become payable pursuant to the Surviving Corporation, or any provisions of their affiliates that employs any Continuing EmployeeSection 3.7(a); provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each benefit and provided, further that in determining the amount of vacation pay owed to any such Company employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to from and after the Continuing Employees to the same extent waived Effective Time under the applicable group health terms of the vacation plan of the Surviving Corporation, credit shall be given for such employee's service with the Company or any Subsidiary prior to the Effective Time. (b) With respect to any employee benefit plans in which any employees of the Company or any Subsidiary first become eligible to participate on or after the Effective Time or in which the employees of the Company or any Subsidiary maintained did not participate prior to the Effective Time, Parent shall: (i) waive all pre-existing conditions, exclusions and each Continuing Employee shall be given credit for amounts paid under waiting periods with respect to participation and coverage requirements applicable to the corresponding group health plan employees of the Company or any Subsidiary under any such plans in which such employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous plan prior to the Effective Time; (ii) provide each employee of the Company Subsidiary during and the Subsidiaries with credit for any co-payments and deductibles paid prior to the Effective Time (to the same extent such credit was given under the analogous plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket co-payment requirements under any such new plan in which such employees may be eligible to participate after the Effective Time; and (iii) with respect to flexible spending accounts, provide each employee of the Company and its subsidiaries with a credit for any salary reduction contributions made thereto and a debit for any expenses incurred thereunder with respect to the plan year in which the Effective Time occurs for purposes occurs; provided, that the foregoing shall not apply to the extent it would result in duplications of applying deductibles, co-payments and out-of-pocket maximums for such plan yearbenefits. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following During the period from the Effective TimeTime until January 1, or such longer period as may be required by applicable Law or contract2000, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to shall maintain wages, compensation levels, employee pension and welfare plans for the benefit of employees and former employees of the Surviving Corporation Company and its subsidiaries, which in the aggregate are equal or greater than those wages, compensation levels and other benefits provided under the Plans and Employment Arrangements that are in effect on the date hereof. (i) With respect to any officer or employee who is covered by a severance compensation agreement, employment agreement or other affiliate of Parent who were severance policy or plan separate from the standard severance policy for the employees of the Company or any of its subsidiaries, the Surviving Corporation shall maintain or cause to be maintained such severance compensation agreement, employment agreement or other separate policy or plan as in effect as of the date hereof (except as may be otherwise agreed by such officer or employee), and as to all other officers and employees, the Surviving Corporation shall maintain or cause to be maintained the standard severance policy of the Company Subsidiary immediately and its subsidiaries as in effect as of the date hereof until January 1, 2000. (ii) The Surviving Corporation shall honor or cause to be honored all severance agreements and employment agreements with the directors, officers and employees of the Company and its subsidiaries. (c) The Surviving Corporation will maintain the bonus practices of the Company and its subsidiaries, as in effect on the date hereof, through the end of the 1998 fiscal year, with bonuses to be paid to the employee participating thereunder at levels consistent with past practice. (d) The Surviving Corporation will (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of the Company or any of its subsidiaries under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each employee of the Company and its subsidiaries with credit for any co- payments and deductibles paid prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation satisfying any applicable deductible or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for requirements under any welfare plans that such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation employees are eligible to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth participate in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective TimeSPAC shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time credit for purposes of eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Corporation or any of their affiliates that employs its subsidiaries (including, without limitation, any Continuing Employeeemployee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits SPAC shall use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (b) SPAC shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Plans in accordance with their terms as in effect immediately prior to the Closing Date, as such Plans may be modified or terminated from time to time in accordance with their terms. (c) As The provisions of this Section 7.06 are solely for the benefit of the Effective TimeParties, Parent and nothing contained in this Agreement, express or implied, shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any Company Subsidiary and other person, any current rights or former directorremedies of any nature or kind whatsoever under or by reason of this Agreement, officer whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or any Company Subsidiary. In additionshall require the Company, Parent shallSPAC, after the Effective Time, cause the Surviving Corporation and each of its subsidiaries to perform the Company’s obligations under the ChipPACcontinue any Plan or other employee benefit arrangements, Inc. Employee Retention Plan and the ChipPACor prevent their amendment, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesmodification or termination. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following Except as otherwise provided in this Section 6.05, all employees of the Company and the Subsidiaries shall continue in their existing benefit plans until such time as, in Parent’s sole discretion and no sooner than the Effective Time, or such longer period as may an orderly transition can be required accomplished to employee benefit plans, programs, policies, arrangements and employment policies maintained by applicable Law or contractParent for its and its affiliates’ employees (each, a “Parent Plan”). Parent shall or shall cause take such reasonable actions, to the Surviving Corporation extent permitted by each applicable Parent Plan, as are necessary to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were allow eligible employees of the Company and the Subsidiaries to participate in such Parent Plan or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, alternative benefits programs and policies and fringe benefits (other than equity based compensation arrangements) thatthat are, in the aggregate, are substantially similar comparable to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that were provided to equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Continuing Employees by effectiveness of the Company or any Company Subsidiary immediately prior to the execution of this AgreementCompany’s and each Subsidiary’s benefit plans. (b) Following All employees of the Effective Time, Parent Company and the Subsidiaries shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the given credit for all service of each Continuing Employee with the Company and the Subsidiaries (or any service credited by the Company Subsidiary determined as of and the Effective Time Subsidiaries) for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employeeall Parent Plans in which they become participants; provided, howeverthat, that such crediting of service shall not operate be recognized to duplicate the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Company’s or Subsidiary’s benefit plans. Subject to any benefit insurance carrier limitations, no employees of the Company or the funding Subsidiaries (or their dependents) shall be excluded from, or limited in, receiving any benefits or participating in a group health plan of Parent for which they would otherwise be eligible by reason of any such benefit. Each such employee benefit planwaiting period, program or arrangement that provides health benefits to Continuing Employees shall waive evidence of insurability requirement, pre-existing condition limitations with respect to exclusion or similar limitation. To the Continuing Employees to the same extent waived under the applicable group health plan that any employee of the Company has satisfied any deductible or any Company Subsidiary maintained prior copayment under a Plan for the current plan year, Parent shall provide such employee with credit for such payment under the most closely comparable Parent Plan under which the deductible or copayment was paid, to the Effective Time, and extent permitted by each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearParent Plan. (c) As of By giving the Effective TimeCompany written notice not less than five business days prior to the Closing Date, Parent may request that the Company take all necessary corporate action to terminate its 401(k) plan (the “401(k) Plan”), to be effective no later than the day immediately prior to the Closing Date, but contingent on the Closing. If Parent provides such notice to the Company, Parent shall cause receive from the Surviving Corporation Company evidence that the Company’s Board of Directors has adopted resolutions to honor for terminate the one-year period following 401(k) Plan, to be effective no later than the Effective Time all employment day immediately preceding the Closing Date. The form and severance agreements existing substance of such resolutions shall be subject to the reasonable review and approval of Parent. The Company also shall take such other actions in furtherance of terminating its 401(k) Plan as Parent may reasonably require. (d) This Section 6.05 shall be binding upon and inure solely to the benefit of each of the date hereof parties to this Agreement, and nothing in this Section 6.05, express or implied, is intended to or shall confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Section 6.05. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or this Section 6.05 shall not create any Company Subsidiary and third party beneficiary right in any current or former director, officer or employee of the Company or Subsidiary or any Company Subsidiary. In addition, other person to any continued benefit or employment with Parent shall, after or its affiliates on or following the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesClosing. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following From and after the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation and the Subsidiaries to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company or any Company Subsidiary and the Subsidiaries as in effect immediately prior to the Effective Time andthat are applicable to any current or former employees or directors of the Company or any Subsidiary; provided, in each case, to the extent an employee continues employment with that nothing contained herein shall prohibit Parent or the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation Parent’s subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, commitments in the aggregate, are substantially similar to those that were provided to the Continuing accordance with their terms. Employees by of the Company or any Company Subsidiary immediately shall receive credit for purposes of eligibility to participate, vesting and benefit entitlement (but not, except to the extent required by applicable Law, for benefit accruals under a defined benefit pension plan) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of the Subsidiaries for service accrued or deemed accrued prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program Parent shall waive, or arrangement that provides health cause to be waived, any limitations on benefits relating to Continuing Employees shall waive any pre-existing condition limitations with respect to the Continuing Employees conditions or actively-at work requirements, except to the same extent waived such limitations are applicable under any Company Plan and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the applicable group health plan Company and the Subsidiaries in the calendar year in which the Effective Time occurs. (b) For a period commencing at the Effective Time and ending no earlier than the first anniversary of the Effective Time, Parent shall, or shall cause its affiliates to, provide employees of the Company and the Subsidiaries who are employed by the Company and the Subsidiaries as of the Effective Time and who continue to be employees of Parent or its subsidiaries, including the Company or any Subsidiary, with employee benefit plans, programs, contracts and arrangements that are no less favorable in the aggregate than those currently provided to them in connection with their employment by the Company or a Subsidiary maintained prior to (excluding equity-related awards and executive life insurance benefits). Employees of the Company and the Subsidiaries who are employed by the Company and the Subsidiaries as of the Effective TimeTime and who continue to be employees of Parent or its subsidiaries, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of including the Company or any Subsidiary, shall be eligible to receive equity-related awards under the equity plans of Parent to the same extent as similarly-situated employees of Parent or its subsidiaries. (c) Parent shall credit employees of the Company Subsidiary and the Subsidiaries with any co-payments, deductibles and out of pocket expenses paid by such employees under Company Plans during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearoccurs. (cd) As Nothing contained herein shall be deemed to be a guarantee of employment for any employee of the Effective TimeCompany or their respective subsidiaries, or to restrict the right of Parent or any of its subsidiaries to terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 7.06, nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement or (ii) shall limit the right of Parent or any of its subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any employee benefit plan, program or arrangement following the Surviving Corporation to honor Closing in accordance with its terms. Parent and the Company acknowledge and agree that all provisions contained in this Section 7.06 are included for the one-year period following sole benefit of Parent and the Effective Time all Company, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof), of the Company or any of its affiliates or (ii) to continued employment and severance agreements existing as with Parent or any of its affiliates or continued participation in any employee benefit plan, program or arrangement. (e) Within fifteen (15) days of the date hereof and set forth in Schedule 3.10(ahereof, the Company shall provide, on Section 4.10(k) of the Company Disclosure Schedule between Schedule, a current list of each material Non-U.S. Benefit Plan that is not required by the Law of any non-U.S. jurisdiction, and the Company or any Company Subsidiary and any current or former directorshall make available to Parent all material documents related to each such material Non-U.S. Benefit Plan. (f) No earlier than forty-five (45) days following the date hereof, officer or employee of the Company shall deliver, or any shall cause to be delivered, cash to the Company Subsidiary. In additionExecutive Benefit Trust, Parent shalldated as of May 23, after 2000 (as amended from time to time) (the Effective Time, cause the Surviving Corporation “Executive Benefit Trust”) in an amount not to perform exceed $45,000,000 and a number of shares of Company Common Stock not to exceed 800,000 in order to fund all of the Company’s obligations under such trust, pursuant to the ChipPAC, Inc. Employee Retention Plan terms of the Executive Benefit Trust. (g) Parent and the ChipPACCompany mutually agree to provide each other with reasonable access to their respective affiliates, Inc. Special Bonus Planofficers, which employees, agents and representatives to cooperate and to provide information as any of them may reasonably request, in connection with the Parent negotiating and entering into retention arrangements within forty-five (45) days of the date hereof with certain key employees of the Company (as may be determined by Parent in its sole discretion). (h) Promptly following the date hereof, Parent will provide for payments at specified times of severance, bonuses and retention payments negotiate in good faith with the Company with a view to agreeing on a mechanism with respect to employees of the Company who (i) hold Company Performance Share Awards with respect to the 2006-2008 performance period and (ii) remain employees of Parent or any of its subsidiaries (including the Company Subsidiaries contingent upon Company) following the Closing and through the applicable payment date, so that such employees are not adversely affected from a financial viewpoint as a result of the occurrence of the Effective Time in an aggregate cash amount of US$5.0 millionClosing, and taking into consideration the individual award agreements to be entered into thereunder with participating employees actual performance of the Company and its Subsidiaries during 2008. Parent shall assume, maintain and honor the Company SubsidiariesCompany’s Annual Incentive Plan (“AIP”) existing as of the Closing and shall pay to eligible AIP participants the bonuses they have accrued under the AIP at the end of the bonus determination period that includes the date on which the Closing occurs based on the Company’s performance for the period beginning on January 1, 2008 and ending on the date on which the Closing occurs and based on the Surviving Corporation’s performance for the period beginning on the date on which the Closing occurs and ending on December 31, 2008 (as determined by Parent in its discretion); provided, that each such AIP participant is employed by the Surviving Corporation on December 31, 2008 and no other annual bonuses will be payable to such AIP participants in the United States for 2008, unless such AIP participant terminates employment with the Surviving Corporation by reason of death, disability or retirement. (di) Parent shall use continue to maintain the Company Master Retiree Welfare Plan (the “Retiree Plan”), including all accounts under such plan as of the Closing, in accordance with the terms of the Retiree Plan. Parent shall have the discretion to freeze the Retiree Plan with respect to new participants and future benefit accruals effective as of December 31, 2009. Parent shall continue to allow participants in the Retiree Plan to participate in the medical and dental programs generally available to active salaried employees of the Surviving Corporation at group premium rates, subject to its reasonable best efforts terms, with the cost of such premiums to procure consents be paid from non-U.S. Continuing Employees that are required the Retiree Plan accounts in accordance with the terms of the plan or by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsparticipant.

Employee Benefits Matters. (a) For one year following From and after the Effective Time until the first anniversary of the Effective Time, Parent shall and shall cause the Surviving Corporation to comply with all severance arrangements, plans or such longer period as may be required by applicable Law or contractagreements in effect at the Company at the Effective Time for hourly employees. From and after the Effective Time until the first anniversary of the Effective Time, Parent shall and shall cause the Surviving Corporation to either maintain the Company's compensation levels and Company Benefit Plans or provide compensation and employee benefits under Benefit Plans to the employees and former employees of the Company and its respective Subsidiaries (the "Company Employees") that are, in the aggregate, no less favorable than those provided to such persons pursuant to the Company Benefit Plans as in effect immediately prior to the Effective Time; provided however, that for employees who are participants in the Company's leveraged employee stock ownership plan ("LESOP") on the date hereof, the aggregate compensation and benefits in effect immediately prior to the Effective Time shall be determined assuming an allocation for the LESOP and related excess cash payments equal to 15% of compensation (as compensation is determined in accordance with the Company's historical practices) with respect to the LESOP participants in the aggregate. Service with the Company and its Subsidiaries shall be credited as service under Parent's Benefit Plans to the extent that such credit does not result in duplication of benefits. Parent shall honor or shall cause the Surviving Corporation to provide honor any retention program, each employment agreement, the Company's Officers Severance Program, Severance Pay Plan, and Salaried Employees Compensation and Benefits Protection Plan, each executive separation agreement and other severance plans or cause to be provided to employees programs (of the Surviving Corporation which any material severance plan or any other affiliate of Parent who were employees of program has been disclosed in the Company or any Company Subsidiary Disclosure Schedule) in effect immediately prior to the Effective Time andin accordance with their terms, in each caseprovided that, subject to the requirements of the first two sentences of this Section 5.5, nothing herein shall prevent Parent from terminating or reducing benefits under those arrangements to the extent an employee continues employment with permissible under the terms of such agreements, programs or plans. In the event that any of the Company's Benefit Plans (to the extent disclosed to Parent on the date hereof and subject to Section 5.5(b)) prohibit termination or modification in the event of a Change in Control, Parent agrees to and to cause the Surviving Corporation or any other affiliate to abide by the terms thereof. Parent acknowledges that shareholder approval of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, Merger shall constitute a "Change in Control" for purposes of the aggregate, are substantially similar to those that were provided Company's Benefit Plans to the Continuing Employees by extent consistent with the terms of such Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following Benefit Plans. As promptly as practicable following the Effective Time, but in no event later than 45 days, Parent shall pay or shall cause the Surviving Corporation to recognize pay to eligible plan participants and to each employee covered by one of the Company's bonus plans for 2001, who in either case is also an employee of the Company at the Effective Time, a cash bonus for the employee's service for such period from January 1, 2001 through the Effective Time. The amount of cash bonus for each employee shall be an amount equal to the product of (or cause to be recognizedi) the service of each Continuing Employee with the Company or any Company Subsidiary determined employee's 2001 target bonus as of adjusted to reflect actual performance through the Effective Time for purposes as determined by the Company's Board of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained Directors prior to the Effective Time, multiplied by (ii) the quotient of (A) the number of weeks between January 1, 2001 and each Continuing Employee the Effective Time divided by (B) 52. Parent shall not take any action which would reduce the allocations which would otherwise be given credit for amounts paid made under the corresponding group health plan LESOP feature of the Company or any Company Subsidiary during Company's 401(K) Plan for Salaried Employees for the plan year ending June 30, 2001 to employees who are participants in which that plan immediately prior to the Effective Time occurs Time. Without limiting the foregoing, Parent shall cause Dividend Replacement Contributions (as defined under the LESOP) to be made to such plan for purposes the June 30, 2001 plan year consistent with the Company's historical practices, and shall not permit any action which would extend participation to any groups of applying deductibles, co-payments and out-of-pocket maximums employees who are not participants in the LESOP immediately prior to the Effective Time. To the extent that LESOP allocations to any participants for such plan year. (c) As year are limited by reason of any provision of the Effective Timeplan or the Code, Parent shall cause the Surviving Corporation to honor for make corresponding cash payments to such participants in accordance with the one-year period following Company's historical practices. From and after the Effective Time all employment and severance agreements existing as of until the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In additionsix month anniversary thereof, Parent shall, after the Effective Time, shall cause the Surviving Corporation to perform provide at least 30 days notice prior to terminating, for reasons other than cause, any Company Employee whose options will terminate on the last day of employment. (b) Prior to the Effective Time, the Company shall (i) cause the Company’s obligations under 's Benefits Protection Trust to be terminated in accordance with the ChipPACterms thereof such that the transactions contemplated by this Agreement do not trigger or otherwise result in any funding of the Benefits Protection Trust; (ii) cause the Company's Retirement Plan to be amended to delete paragraph 14.1(b) thereof and to provide that, Inc. Employee Retention in the event of a merger of the Retirement Plan, paragraph 14.1(c) thereof will apply only if the successor plan is terminated and (iii) cause the Company's Salaried Employees Compensation and Benefits Protection Plan and Officers Severance Pay Program to be amended to allow each to be amended or terminated at any time following the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence second anniversary of the Effective Time in an aggregate cash amount Time; provided that no such amendment or termination shall adversely affect the rights of US$5.0 million, and the individual award agreements any participant whose employment is terminated prior to be entered into thereunder with participating employees such second anniversary. (c) The Compensation Committee of the Company and Company's Board of Directors will not exercise its discretion under the Company SubsidiariesCompany's Deferred Compensation Plan for Executives to accelerate payout of deferred compensation credited in the form of stock units in connection with the transactions contemplated by this Agreement. (d) Parent Prior to the Effective Time, the Company shall use its reasonable best efforts not, except to procure consents from non-U.S. Continuing Employees the extent contractually required with respect to an individual's contract that are required by applicable Law is in place on the date hereof, (i) make any grant of options for the year 2001 under any Company Stock Option Plan, or collective bargaining agreement as a result (ii) make any grant of matching restricted stock under the Company's Incentive Investment Program, in each case without the prior written consent of Parent’s modifications of any material terms and conditions of employment for such employees , which consent may be withheld or conditioned by Parent in such employees’ respective jurisdictionsits sole discretion.

Employee Benefits Matters. (a) For one year following Mobix shall extend offers of employment to the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each casePEO Employees, to be identified by the extent an employee continues employment with Company Stockholders, listed in Section 7.01(a) of the Surviving Corporation or any other affiliate of Parent Company Disclosure Schedule (the “Continuing Employees”) prior to and effective on the Closing Date. Such offers shall be made on terms and conditions as determined by Mobix, subject to terms of this Section 7.01; provided, that such offers shall include an increase in each Continuing Employee’s annual cash compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based as compared to such Continuing Employee’s annual cash compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution Closing Date, which such amount of this Agreementincrease in cash compensation shall be mutually agreed by the parties. (b) Following the Effective TimeMobix shall, Parent shall or shall cause the Surviving Corporation Company and each of its subsidiaries, as applicable, to recognize (or cause to be recognized) provide the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time Employees credit for purposes of eligibility to participate, vesting and vesting determining the level of benefits, as applicable, under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Mobix or any of their affiliates that employs its subsidiaries (including, without limitation, any Continuing Employeeemployee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Mobix shall use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by Mobix or any of its subsidiaries that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Mobix and the Surviving Company will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (c) As of the Effective TimeMobix shall, Parent or shall cause the Surviving Corporation Company to, assume, honor and fulfill all of the Plans in accordance with their terms as in effect immediately prior to honor the Closing Date, as such Plans may be modified or terminated from time to time in accordance with their terms. (d) The provisions of this Section 7.01 are solely for the one-year period following the Effective Time all employment and severance agreements existing as benefit of the date hereof parties to the Agreement, and set forth nothing contained in Schedule 3.10(athis Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any other person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or shall require the Company, Mobix, the Surviving Company and each of its subsidiaries to continue any Plan or other employee benefit arrangements, or prevent their amendment, modification or termination. (e) Mobix shall make available for issuance to certain Continuing Employees, as determined by the Company Stockholders, but excluding the Company Stockholders, listed in Section 7.01(e) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee number of restricted stock units (“RSU”) equal to the Company or any Company Subsidiaryquotient of (i) $1,400,000 divided by (ii) the Closing Date VWAP pursuant to the Mobix Incentive Plan. In addition, Parent shall, after The RSUs shall be subject to the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees set forth in such employees’ respective jurisdictionsa RSU agreement in the form satisfactory to Mobix.

Employee Benefits Matters. (a) For Parent hereby agrees that, for a period of one year following after the Effective Time, it shall, or such longer period as may be required by applicable Law or contract, Parent shall or it shall cause the Surviving Corporation and its subsidiaries to, provide, to provide each Company Employee as of the Effective Time (other than those Company Employees covered by a collective bargaining agreement) with salary, employee benefits (excluding any equity compensation or cause defined pension benefits) and incentive compensation opportunities that are comparable in the aggregate to be those provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the such Company or any Company Subsidiary Employee immediately prior to the Effective Time andTime. The severance plans, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plansagreements, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees maintained by the Company or its Subsidiaries in effect at the Effective Time and as set forth on Section 6.06(a) of the Company Disclosure Letter shall remain in effect for a period of one year after the Effective Time. Nothing herein shall be deemed to be a guarantee of employment for any Company Subsidiary immediately prior Employee or to restrict the right of the Surviving Corporation to terminate any Company Employee or, subject to the execution terms of this AgreementSection 6.06(a) to amend, terminate or modify any Plan. (b) Following the Effective TimeExcept as would not result in duplication of benefits or benefit accrual, Parent Company Employees shall or shall cause the Surviving Corporation to recognize receive service credit (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time solely for purposes of eligibility to participate and vesting vesting, but excluding benefit accruals under each defined benefit or defined contribution pension plan) under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits established or maintained by Parent, the Surviving Corporation or any of their respective subsidiaries under which each Company Employee may be eligible to Continuing Employees shall participate on or after the Effective Time to the same extent recognized by the Company or any of the Subsidiaries under comparable Plans immediately 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 Benefit Plans”) in which a Company Employee may become eligible to participate, Parent shall, except as may be prohibited by the insurance carriers of such plans, use commercially reasonable efforts to (i) waive preall limitations as to preexisting and at-existing condition limitations work conditions, if any, with respect to the Continuing Employees participation and coverage requirements applicable to each such Company Employee under any Purchaser Welfare Benefit Plan to the same extent waived or satisfied under the applicable group health plan a comparable Plan of the Company or and (ii) cause any eligible expenses incurred by any Company Subsidiary maintained prior to the Effective Time, Employee and each Continuing Employee shall be given credit for amounts paid his or her covered dependents under the corresponding group health plan a Plan of the Company or any Company Subsidiary during the plan year in which the Effective Time Merger occurs to be taken into account under the Purchaser Welfare Benefit Plans for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums for requirements applicable to such plan year. (c) As of Company Employee and his or her dependents as if such amounts had been paid in accordance with the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesPurchaser Welfare Benefit Plans. (d) No later than ten Business Days prior to the Closing Date, the Company shall provide Parent shall use its reasonable best efforts to procure consents with a correct and complete list setting forth the number of Company Employees terminated from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions each site of employment of the Company and of each Subsidiary of the Company during the 90-day period ending on such date for reasons qualifying the termination as “employment losses” under the WARN Act and the date of each such employees termination with respect to each termination; provided that this sentence shall not apply with respect to any site of employment at which sufficient Company Employees have not been employed at any time in such employees’ 90-day period for terminations of employment at such site to be subject to the WARN Act. (e) Notwithstanding anything to the contrary in this Section 6.06, the parties expressly acknowledge and agree that this Agreement is not intended to create a contract between Parent or the Company or any of the Company’s Subsidiaries, on the one hand, and any Affected Employee, on the other hand, and no Affected Employee may rely on this Agreement as the basis for any breach of contract claim against Parent or the Company or any of the Company’s Subsidiaries. No provision of this Section 6.06 is intended to modify, amend or create any employee benefit plan of the Company, Parent, the Surviving Corporation or any of their respective jurisdictionsSubsidiaries or Affiliates.

Employee Benefits Matters. (a) For one year following After the Closing Date, with respect to each “employee benefit plan” as defined in Section 3(3) of ERISA and each vacation and severance plan maintained by Parent or any subsidiary of Parent (collectively, the “Parent Benefit Plans”) in which any director, officer, employee or independent contractor of the Company or any Subsidiary (the “Company Employees”) will participate after the Effective Time, Parent shall, or shall cause Sub REIT to cause the Surviving Entity to, recognize all service of the Company Employees with the Company or a Subsidiary, as the case may be, for purposes of eligibility, vesting and level of benefits (with respect to severance, vacation and other service-based benefits), but not for purposes of benefit accrual or computation, in any such longer Parent Benefit Plan (except to the extent such credit would result in a duplication of benefits for the same period as may be required by applicable Law or contractof service). In addition, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation Entity to provide use commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or cause waiting periods that are already in effect with respect to be provided to such employees and that have not been satisfied as of the Surviving Corporation or Effective Time under any other affiliate of Parent who were employees of welfare benefit plan maintained for the Company or any Company Subsidiary Employees immediately prior to the Effective Time and, in and (ii) provide each case, to the extent an employee continues employment Company Employee with the Surviving Corporation or credit for any other affiliate of Parent (the “Continuing Employees”) compensation co-payments and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately deductibles paid prior to the execution of this AgreementEffective Time during the year in which the Closing occurs in satisfying any applicable deductible or out-of-pocket requirements for such year under any welfare plans that such employees are eligible to participate in after the Effective Time. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility From and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause Sub REIT to cause the Surviving Corporation Entity (or the Subsidiary party to such agreement) to honor for the onein accordance with their terms all employment, severance, retention and termination plans and agreements (including, without limitation, any change-year period following the Effective Time all employment and severance agreements existing as in-control provisions thereof) of the date hereof and set forth in Schedule 3.10(a) employees or independent contractors of the Company Disclosure Schedule between and the Subsidiaries. (c) For a period of not less than one (1) year after the Closing Date, for each Company Employee who remains an employee of the Surviving Entity, Parent shall, or shall cause Sub REIT to cause the Surviving Entity to, maintain compensation and benefits (including, without limitation, group health, life, disability, bonus, and severance plans) (but excluding retention, sale, stay, special bonuses, other change of control payments or awards or bonuses based upon leasing, occupancy or rentals and any equity-based compensation) that are, in the aggregate, substantially comparable to such employee as the compensation and benefits the Company or such Subsidiary provided to such employee immediately prior to the Effective Time. (d) 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 disposition by any Company Subsidiary and any current or former director, officer or employee 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 Company Common Shares or options to acquire Company Common Shares pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16. (e) Nothing in this Agreement shall (i) modify or amend any Plan of the Company or other agreement, plan, program, or document regarding employee benefits or compensation unless this Agreement explicitly states that the provision “amends” such Plan of the Company or other agreement, plan, program, or document or (ii) prohibit Parent, Sub REIT or the Surviving Entity from amending or terminating any Company Subsidiaryparticular Plan or other compensation or benefit plan, program, or arrangement. In additionNothing in this Section 7.08 shall obligate Parent to, Parent shallor cause Sub REIT to cause the Surviving Entity to, employ any person for any period of time after the Effective Time, cause and this Section 7.08 shall not be construed to limit the Surviving Corporation ability of Parent to perform alter the terms and conditions of, or terminate, the employment of any person. (f) Notwithstanding anything to the contrary in this Agreement, immediately prior to, but conditioned on, the Effective Time, the Company and/or the Partnership shall pay to each employee who is a participant in the Company’s obligations under quarterly cash incentive bonus program a pro-rata portion (reflecting the ChipPAC, Inc. Employee Retention Plan and number of days elapsed through the ChipPAC, Inc. Special Bonus Plan, calendar quarter in which will provide for payments at specified times of severance, bonuses and retention payments to employees the Closing occurs) of the Company and the Company Subsidiaries contingent upon the occurrence cash bonuses that would otherwise be payable to such employee as of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees end of the Company and applicable quarter in which the Company Subsidiaries. (d) Parent shall use its reasonable best efforts Closing occurs, pursuant to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material the terms and conditions of employment for such employees in such employees’ respective jurisdictionsthe program.

Employee Benefits Matters. (a) For Parent hereby agrees that for a period of one year immediately following the Effective Time, it shall, or such longer period as may be required by applicable Law or contractit shall cause, Parent shall or shall cause the Surviving Corporation to Company and its Subsidiaries to, (i) provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees each employee of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with of the Company or any Company Subsidiary determined Company’s Subsidiaries as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans(each, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing an “Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations ”) with respect to the Continuing Employees to at least the same extent waived under the applicable group health plan level of the Company or any Company Subsidiary maintained base salary and total compensation opportunity that was provided to each such Employee immediately prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under (ii) provide the corresponding group health plan of Employees with employee benefits that are either substantially similar in the Company or any Company Subsidiary during the plan year in which aggregate to those provided to such Employees immediately prior to the Effective Time occurs for purposes or, if no less favorable, that are substantially similar in the aggregate to those provided to similarly-situated employees of applying deductibles, co-payments the Parent or an affiliate of the Parent. From and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause the Surviving Corporation Company and its Subsidiaries to honor for in accordance with their terms, all Contracts, policies, plans and commitments of the one-year period following Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary, including all employment and severance agreements existing listed on Section 3.12(a) of the Company Disclosure Letter. (b) Each Employee 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 plans) under any employee benefit plan, program or arrangement established or maintained by Parent, the Surviving Company or any of their respective Subsidiaries under which each Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any of the Subsidiaries under comparable Plans immediately prior to the Effective Time, except to the extent such credit would result in the duplication of benefits for the same period of service. Such plan, program or arrangement shall credit each such Employee for service accrued on or prior to the Effective Time with the Company, any Subsidiary and all affiliates where service with the affiliate was credited under a comparable Plan of the Company prior to the Effective Time. (c) With respect to each “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA maintained, sponsored or contributed to by Parent or the Surviving Company (“Purchaser Welfare Benefit Plans”) in which an Employee may be eligible to participate on or after the Effective Time, Parent and the Surviving Company shall use commercially reasonable efforts to (a) waive, or cause the insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Employee under any Purchaser Welfare Benefit Plan to the same extent such conditions would not have been applicable under the terms of a comparable Plan, and (b) provide credit to each Employee for any co-payments, deductibles and out-of-pocket expenses paid by such Employee under the Plans during the relevant plan year, up to and including the Effective Time. (d) Each of the Company, Parent and Merger Sub acknowledges that consummation of the Transactions will constitute a change in control of the Company under the terms of the Company’s employee plans, programs and Contracts containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction (collectively, the “Change in Control Plans”). Notwithstanding Section 6.05(a), and only with respect to the individuals listed on Section 6.05(d) of the Company Disclosure Letter, each of the Company, Parent and Merger Sub acknowledges and agrees that (i) the employment of such employee shall be terminated as of the date hereof Closing and set forth (ii) that, pursuant to each such employee’s Change in Schedule 3.10(aControl Plan, the Company shall pay all amounts and benefits payable under the Change in Control Plans at the time of a change in control of the Company, in accordance with the respective terms of the Change in Control Plans as illustrated by Section 6.05(d) of the Company Disclosure Letter (including, without limitation, severance pay, acceleration of vesting of Restricted Shares and Company Share Options and payment of all tax equalization payments with respect to all of the foregoing, in each case, unless the relevant employee consents otherwise, subject to withholding of taxes at no more than the minimum rate required by applicable Law). Each of the Company, Parent and Merger Sub hereby acknowledges and agrees that each of the individuals listed on Section 6.05(d) of the Company Disclosure Schedule between is an intended third party beneficiary of this Section 6.05(d). (e) For the avoidance of doubt, nothing contained in this Section 6.05 shall (i) require the Surviving Company or Parent to provide severance or other benefits at levels higher than those provided by the Company as of the date hereof, (ii) be treated as an amendment of any particular Plan, (iii) give any third party any right to enforce the provisions of Section 6.05(a)-(c), (iv) obligate Parent, the Surviving Company or any Company Subsidiary and of their affiliates to maintain any current particular benefit plan or former director(v) restrict Parent, officer or employee of the Surviving Company or any Company Subsidiary. In addition, Parent shall, after of their affiliates from terminating the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications employment of any material terms and conditions of employment particular Employee for such employees in such employees’ respective jurisdictionsany reason at any time.

Employee Benefits Matters. (a) For one year following During the Effective Timeperiod commencing at the Closing Date and ending on the date which is twelve (12) months from the Closing Date (or if earlier, or such longer period as may be required by applicable Law or contractthe date of the employee’s termination of employment with Pensare and its subsidiaries), Parent shall or Pensare shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any and the Company Subsidiary Subsidiaries who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation with annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangementsexcluding any retiree healthcare or defined benefit retirement benefits) thatthat are substantially similar and comparable, in the aggregate, are substantially similar to those that were the annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree healthcare or defined benefit retirement benefits) provided by the Company and the Company Subsidiaries to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution Closing Date. The parties shall cooperate to establish an equity incentive award plan for the employees of this Agreementthe Surviving Corporation to be effective after the Closing (the “Equity Plan”). (b) Following The Continuing Employees shall receive credit for purposes of eligibility to participate, vesting and determining the Effective Timelevel of benefits, Parent shall as applicable, under any employee benefit plan, program or shall cause arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to recognize (or cause to be recognized) the service of each Continuing Employee Effective Time with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Pensare shall use commercially reasonable efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Timetheir dependents, and each (ii) cause any eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. (c) As . Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictionsexisted immediately prior to the Closing.

Employee Benefits Matters. (a) For one year Parent hereby agrees that, for a period of eighteen months immediately following the Effective Time, it shall, or such longer period as may be required by applicable Law or contract, Parent shall or it shall cause the Surviving Corporation to and its Subsidiaries to, provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees each employee of the Company or any Company Subsidiary and of each of the Company’s Subsidiaries as of the Effective Time (each, an “Employee”) with a base salary, employee benefits, incentive compensation and other variable compensation (other than, in each case, equity-based compensation) that, taken as a whole, is no less favorable to the base salary, employee benefits, incentive compensation and other variable compensation (other than, in each case, equity-based compensation), taken as a whole, provided to each such Employee immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation Time. From and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor for in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the one-year period following Company and its Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any of its Subsidiaries, including all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(alisted on Section 3.11(a) of the Company Disclosure Schedule between and excluding any of the foregoing to the extent related to equity-based compensation. Parent hereby agrees that, for a period of eighteen months immediately following the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries to, provide each Employee with equity-based compensation that is no less favorable than the equity-based compensation then provided to other similarly situated employees of Parent and its Subsidiaries. (b) 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) under any employee benefit plan, program or arrangement established or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries under which each Employee may be eligible to participate on or after the Effective Time to the same extent recognized by the Company or any Company of its Subsidiaries under comparable Plans immediately prior to the Effective Time; provided, however, credit need not be recognized to the extent that such recognition would result in any duplication of benefits. Such plan, program or arrangement shall credit each such Employee for service accrued or deemed accrued on or prior to the Effective Time with the Company, any Subsidiary and any current or former director, officer or employee of the Company and all affiliates where service with the affiliate was credited under a comparable Plan of the Company prior to the Effective Time; provided, however, service need not be recognized to the extent that such recognition would result in any duplication of benefits. (c) With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or any Company Subsidiary. In additioncontributed to by Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) after the Effective Time (collectively, Parent shall, “Purchaser Welfare Benefit Plans”) and in which an Employee may be eligible to participate on or after the Effective Time, Parent shall (i) waive, or cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each participating Employee under any Purchaser Welfare Benefit Plan (other than any dependent life insurance plan) to the Surviving Corporation same extent waived under a comparable Plan, and (ii) provide credit to perform the Company’s obligations each Employee for any co-payments, deductibles and out-of-pocket expenses paid by such Employee under the ChipPAC, Inc. Employee Retention Plan Plans during the relevant plan year up to and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of including the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesTime. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following the Effective TimeHoldco shall, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of Company, the Surviving Corporation or any other affiliate and each of Parent who were their respective subsidiaries, as applicable, to provide the employees of the Company or any and the Company Subsidiary Subsidiaries who remain employed immediately prior to after the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent Closing (the “Continuing Employees”) compensation to receive credit for purposes of eligibility to participate and vesting under any employee benefit plansplan, programs and policies and fringe benefits (other than equity based compensation arrangements) thatprogram or arrangement established or maintained by Holdco, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or the Surviving Corporation or any Company Subsidiary immediately of their respective subsidiaries, other than any qualified or nonqualified defined benefit plan, for service accrued or deemed accrued prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee Closing with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit planIn addition, program or arrangement that provides health benefits Holdco shall use reasonable best efforts to Continuing Employees shall waive (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations with respect to under each of the employee benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries that cover the Continuing Employees to or their dependents following the same extent waived under the applicable group health plan of the Company or Closing and (ii) cause any Company Subsidiary maintained prior to the Effective Time, and each eligible expenses incurred by any Continuing Employee shall be given credit for amounts paid under and his or her covered dependents, during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs Closing occurs, under those health and welfare Plans in which such Continuing Employee participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employee participates following the Closing for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance, and maximum out-of-pocket maximums requirements applicable to such Continuing Employee and his or her covered dependents for such the applicable plan year. Following the Closing, Holdco shall, or shall cause the Company, the Surviving Corporation and each of their respective subsidiaries, as applicable, to honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing. (b) The parties shall cooperate to establish an equity incentive plan for service providers of Holdco and its subsidiaries to be effective as of the Closing, which shall provide for an aggregate share reserve thereunder, together with the current share reserve underlying the Company Equity Plans (including any Company Equity Award issued thereunder), equal to ten percent (10%) of the Holdco Ordinary Shares and Holdco Warrants issued immediately following Closing. (c) As The aggregate amount of all bonuses and similar payments identified in clause (b) of the Effective Time, Parent shall cause definition of Transaction Expenses payable to the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth employees identified in Schedule 3.10(a) Section 1.01 of the Company Disclosure Schedule between shall not exceed the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Transaction Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesCap. (d) Parent shall use its reasonable best efforts Notwithstanding anything in this Section 8.04 to procure consents from non-U.S. Continuing Employees that are required by applicable Law the contrary, nothing contained herein, whether express or collective bargaining agreement as a result of Parent’s modifications implied, is or will be deemed to be an establishment, amendment or other modification of any material terms Plan or any employee benefit plan, program, policy, agreement or arrangement of Holdco, the Company, the Surviving Corporation and conditions each of employment their respective subsidiaries or affiliates, or shall prohibit or limit the right of Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates to amend, terminate or otherwise modify any Plan or other employee benefit plan, program, policy, agreement or arrangement. The parties acknowledge and agree that all provisions contained in this Section 8.04 are included for such employees their sole benefit, and that nothing in this Section 8.04, whether express or implied, shall (i) create any third party beneficiary or other rights in any other person, including any Continuing Employee, any participant in any Plan or employee benefit plan, program, policy, agreement or arrangement of Holdco, the Company, the Surviving Corporation and each of their respective subsidiaries or affiliates, or any dependent or beneficiary thereof, or (ii) any rights in such employees’ person to continued employment with Holdco, the Company, the Surviving Corporation and each of their respective jurisdictionssubsidiaries or affiliates or to any particular term or condition of employment.

Employee Benefits Matters. ‌ (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect to the Continuing Employees to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, and for a period of at least one (1) year thereafter, Parent agrees to provide or cause its Subsidiaries (including the Surviving Corporation) to provide each employee of the Company or its Subsidiaries as of the Effective Time (the "Affected Employees") with compensation and benefits that are not less favorable, in the aggregate, than those, at Parent's discretion, provided to similarly situated employees of Parent or its Subsidiaries or as provided to employees on the date of this Agreement pursuant to Employee Benefit Plans set forth in the Disclosure Schedule. Nothing in this Section 5.14 shall be deemed to be a guarantee of employment for any employee, or to restrict the right of the Surviving Corporation or any of its Subsidiaries to terminate any employee. Nothing contained in this Section 5.14, whether express or implied, (i) shall be treated as an amendment or other modification of any Employee Benefit Plan, or (ii) shall limit the right of the Surviving Corporation or any of its Subsidiaries to amend, terminate or otherwise modify any Employee Benefit Plan following the Closing. To the extent that service is relevant for purposes of eligibility to participate or vesting (but not for any other purpose) under any employee benefit plan of Parent or any of its subsidiaries (including the Surviving Corporation) extended to Affected Employees, Affected Employees shall receive full credit for their service with the Company and its Subsidiaries prior to the Effective Time. To the extent Parent does not satisfy its obligations under this Section 5.14(a) by maintaining, or causing the Surviving Corporation to maintain, Employee Benefit Plans, Parent shall use commercially reasonable efforts to cause its relevant insurance carrier(s) (i) to waive any preexisting condition limitations and any eligibility waiting periods with respect to each of the Affected Employees to the extent such limitations and waiting periods did not apply or had been satisfied with respect to similar coverage under the corresponding Employee Benefit Plan, and (ii) to recognize for purposes of annual deductible and out-of-pocket limits under any medical or dental plan any deductible and out-of-pocket expenses paid by Affected Employees under the corresponding Employee Benefit Plan during the calendar year in which such Employee Benefit Plan is discontinued. (b) Parent hereby agrees that for a period of one year immediately following the Effective Time it shall, or shall cause the Surviving Corporation to honor for the one-year period following the Effective Time and its Subsidiaries to, provide all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon who are employed thereby as of immediately prior to the occurrence Effective Time (other than employees who, as of the Effective Time Time, are party to severance agreements identified in an aggregate cash amount Section 5.14(b)(1) of US$5.0 millionthe Disclosure Schedule) who are Terminated Without Cause with a minimum level of severance benefits equal to, and calculated in accordance with, the individual award agreements severance policy set forth in Section 5.14(b)(2) to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.Disclosure

Employee Benefits Matters. (a) For one year following From the Effective Timedate hereof until the Closing, or such longer period as may be required by applicable Law or contract, Parent Buyer shall or shall cause the Surviving Corporation reasonably consult with Seller before distributing communications to provide or cause to be provided to employees any Employees of the Surviving Corporation Business relating to employee benefits or post-Closing terms of employment and shall incorporate Seller's reasonable comments in such communications. Seller shall reasonably consult with Buyer regarding the contents of any other affiliate of Parent who were employees written communications the Target Company intends to give to any Employees of the Company Business regarding or any Company Subsidiary relating to the transaction contemplated hereby, and shall incorporate Buyer's reasonable comments in such communications. Effective on the Closing Date, Buyer will cause all Persons who are Employees of the Business immediately prior to the Effective Time andClosing Date to continue as Employees of the Business, in each casesubject to Buyer's standard hiring processes and procedures, such as those relating to background checks, drug testing and accepting Buyer's Ethics Policy, to the extent an employee continues employment with permitted under applicable law. For a period of one year after the Surviving Corporation Closing Date, Buyer shall cause the Target Company to provide to the Employees of the Business immediately prior to the Closing Date, to the extent they continue to be Employees of the Business, compensation packages, including base salary or any other affiliate of Parent (the “Continuing Employees”) compensation wage rates and employee benefit plansbenefits, programs and policies and fringe benefits (other than equity based compensation arrangements) thatwhich, in the aggregate, are substantially similar to those that were provided by the Buyer to similarly situated employees of the Buyer. Buyer will cause the Target Company to pay Employees of the Business terminated within one year after the Closing Date severance or similar termination benefits at least as favorable to the Employees of the Business as those provided to the Continuing Employees by the Company other similarly situated employees of Buyer, provided, however, that Parent shall be obligated to pay such severance or any Company Subsidiary immediately prior termination benefits with respect to the execution of this Agreement. (bemployees set forth on Section 6(e)(ii) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time Disclosure Schedule who are terminated as a result of the loss of the Wxxxxx-Xxxxxxxx business. Buyer shall, (x) recognize for all purposes of eligibility and vesting (other than benefit accrual under any a defined benefit pension plan) under all employee benefit plans, programs or arrangements maintained by Parentand arrangements, service with Target Company prior to the Surviving CorporationClosing Date and (y) waive any pre-existing condition exclusion requirements under all employee health and other welfare benefit plans, or any of their affiliates that employs any Continuing Employee; provided, however, that no such crediting of service waiver shall not operate apply to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive a pre-existing condition limitations with respect to the Continuing Employees to the same extent waived for which coverage was not applicable under the applicable group health plan provisions of the Employee Welfare Benefit Plans of Seller or Parent prior to Closing. Buyer shall assume or cause the Target Company to recognize, assume and pay, as applicable, (A) Parent's cash payment obligations under the Retention Arrangements (excluding cash incentive payments in respect of Alpharma Inc. Performance Units), (B) all employment taxes, and (C) all unused vacation and sick pay to which any Employee of the Business is entitled as of the Closing Date. Except as otherwise provided herein, Buyer shall not assume any Employee Benefit Plans in which Employees of the Business participated prior to Closing. On and after the Closing Date, Employees of the Business shall not accrue any benefits under any Employee Benefit Plan of Seller or Parent nor shall Seller or Parent's Employee Welfare Benefit Plans provide any benefits based upon facts, circumstances or third party services performed on or after the Closing Date for Target Company or any Company Subsidiary maintained prior to the Buyer. Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan as of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective TimeClosing Date, Parent shall cause all Employees of the Surviving Corporation Business to honor for be 100% vested in their benefits under its Pension Plan and Savings Plan and shall permit distributions in accordance with the one-year period following terms of such Plans and applicable law. No assets or liabilities from Parent's Pension Plan or Savings Plan shall be transferred to any similar plans maintained by Buyer other than in a rollover transaction in accordance with the Effective Time terms of Buyer's plans and applicable law and at the election of affected Employees of the Business. It is expressly agreed that Seller and Parent shall retain all employment obligations to provide compensation and severance agreements existing disability, medical, retiree medical, "COBRA" continuation coverage under Code Section4980B, pension, retirement and other employee benefits to any individual who does not qualify as an Employee of the Business, including, without limitation, individuals who, as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company Closing Date, are on short-term or any Company Subsidiary and any current long-term disability leave or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiarieshave retired. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. The Buyer will provide (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided provided) to employees of the Surviving Corporation or Company and its Subsidiaries compensation (including bonus opportunity but not equity based compensation) and employee benefits (other than defined benefit pension plans) that are in the aggregate substantially comparable to the compensation and employee benefits provided to similarly situated employees of the Buyer, except to the extent and for the period that the Buyer elects to keep in force any other affiliate of Parent who were employees existing benefits of the Company or any of its Subsidiaries. The Buyer hereby agrees that, from and after the Closing Date, the Buyer shall cause the Company Subsidiary immediately to grant all employees of the Company and its Subsidiaries credit for any service with the Company or any of its Subsidiaries earned prior to the Effective Time andClosing Date (i) for eligibility and vesting (but not for benefit accrual) purposes and (ii) for purposes of vacation accrual under any benefit plan, program or arrangement established or maintained by or on behalf of the Company or any of its Subsidiaries on or after the Closing Date (the “Buyer Plans”) to the same extent such service was recognized under a similar Employee Benefit Plan, except, in each case, to the extent an employee continues employment with such treatment would result in duplicative benefits. In addition, the Surviving Corporation or any other affiliate of Parent Buyer hereby agrees that the Buyer shall cause (the “Continuing Employees”i) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior and its Subsidiaries to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive all pre-existing condition limitations with respect to the Continuing Employees exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plans to the same extent waived such conditions were not applicable under any Employee Benefit Plan, and (ii) any covered expenses incurred on or before the applicable group health plan date the employees transition to Buyer Plans by any employee (or covered dependent thereof) of the Company or any Company Subsidiary maintained prior of its Subsidiaries to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs taken into account for purposes of applying deductiblessatisfying applicable deductible, co-payments coinsurance and maximum out-of-pocket maximums for such plan year. (c) As provisions during the calendar year that includes the transition date under any applicable Buyer Plan, provided that the employee or covered dependent provides satisfactory evidence of the Effective Time, Parent shall cause expenses to the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing as administrator or agent of the date hereof and set forth in Schedule 3.10(a) of Buyer Plan. Buyer or another Buyer Party (including, after the Company Disclosure Schedule between Closing, the Company or one of its Subsidiaries) shall be solely responsible for complying with the requirements of COBRA for any Company Subsidiary and individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Reg. §54.4980B-9 in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not (x) be deemed to amend or waive compliance with the express terms of any current applicable collective bargaining agreement or former director, officer or (y) apply to any employee of the Company or and/or any of its Subsidiaries who enters into a written conditional employment agreement with the Company Subsidiary. In addition, Parent shall, after prior to the Effective Time, cause date hereof with respect to such individual’s post-Closing employment with the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of Buyer and/or the Company and its Subsidiaries; it being understood and agreed that such individual’s post-Closing employment terms shall be governed by the Company Subsidiaries contingent upon the occurrence terms of the Effective Time such employment agreement and not this Section 9L unless otherwise specified in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesany such employment agreement. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a) For one year following From and after the Merger Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or honor and shall cause the Surviving Corporation to provide honor all benefit plans and compensation arrangements and agreements and employment agreements in accordance with their terms as in effect immediately before the Merger Effective Time; provided that nothing herein shall preclude Parent from amending or terminating any such agreement or arrangement in accordance with the terms thereof. For a period of one year following the Merger Effective Time (the “Benefits Continuation Period”) Parent shall provide, or shall cause to be provided provided, to employees each current employee of the Company and its subsidiaries who remain employed by the Surviving Corporation or any other affiliate of Parent who were employees of after the Company or any Company Subsidiary immediately prior to the Merger Effective Time and, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent than such employees covered by collective bargaining agreements (the “Continuing Company Employees”) (i) compensation and employee benefit plans(including, programs and policies and fringe benefits (without limitation, incentive compensation other than equity equity-based incentive compensation) no less favorable than the compensation arrangementsprovided to Company Employees (including without limitation incentive compensation other than equity-based incentive compensation) thatimmediately before the Merger Effective Time and (ii) benefits that are no less favorable, in the aggregate, are substantially similar to those that were than the benefits provided to Company Employees immediately before the Continuing Employees by Merger Effective Time. However, nothing in this Section shall prevent Parent or the Surviving Corporation from terminating a Company Employee’s employment, or reducing or otherwise modifying any term or condition of employment, in a manner consistent with the Company’s past practices based upon employee performance, or changes in business circumstances or conditions. During the Benefits Continuation Period, Parent shall honor, fulfill and discharge the Company’s and the Company Subsidiaries’ obligations under, the severance plans listed on Section 7.4(a) of the Company Disclosure Schedule without any amendment or any Company Subsidiary immediately prior change that is adverse to the execution of this AgreementCompany Employees. During the Benefits Continuation Period, severance benefits offered to Company Employees shall be determined without taking into account any reduction after the Merger Effective Time in compensation paid to Company Employees and used to determine severance benefits. (b) Following For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent and its subsidiaries providing benefits to any Company Employees after the Merger Effective Time (the “New Plans”) each Company Employee shall subject to applicable Law and 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 Merger Effective Time, Parent to the same extent as such Company Employee was entitled, before the Merger Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Merger Effective Time; provided that the foregoing shall or shall cause not apply to the Surviving Corporation to recognize (or cause to be recognized) extent that its application would result in a duplication of benefits. In addition, and without limiting the service of each Continuing Employee with the Company or any Company Subsidiary determined as generality of the Effective Time 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 is comparable to a Company Benefit Plan in which such Company Employee participated immediately before the consummation of the Merger (such plans, collectively, the “Old Plans”) and (ii) for purposes of eligibility and vesting under any employee benefit planseach New Plan providing medical, programs dental, pharmaceutical or arrangements maintained by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health vision benefits to Continuing Employees any Company Employee, Parent shall waive cause all pre-existing condition limitations with respect exclusions and actively-at-work requirements of such New Plan to the Continuing Employees to the same extent be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the applicable group health plan comparable plans of the Company or any its subsidiaries in which such Company Subsidiary maintained Employee participated immediately prior to the Merger Effective Time, Time and each Continuing Employee Parent shall be given credit for amounts paid under cause any eligible expenses incurred by such employee and his or her covered dependents during the corresponding group health plan portion of the Company or any Company Subsidiary during the plan year of the Old Plan ending on the date such employee’s participation in which the Effective Time occurs corresponding New Plan begins to be taken into account under such New Plan for purposes of applying deductiblessatisfying all deductible, co-payments coinsurance and maximum out-of-pocket maximums requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such plan yearamounts had been paid in accordance with such New Plan. (c) As All annual bonus plans for Company Employees for the Company’s fiscal year ending April 30, 2007 will be paid in accordance with their terms to the extent earned by such Company Employees, including the effect, if any, of this Agreement or the Merger; provided that the amounts payable with respect to bonus plans for such fiscal year shall be calculated without taking into account any expenses or costs associated with or arising as a result of transactions contemplated by this Agreement (including any expenses or costs related to actions undertaken in anticipation of the Effective Timetransactions contemplated by this Agreement) or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not been anticipated or occurred, and bonus amounts for the Company’s fiscal year ending April 30, 2007 shall not be subject to negative discretion by the administrator for the bonus plans. In addition, Parent shall cause the Surviving Corporation to honor provide and maintain in effect for the one-year period following the Effective Time all employment and severance agreements existing as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform Employees the Company’s obligations under fiscal year ending April 30, 2008 bonus plans which provide Company Employees with aggregate compensation opportunities at levels at least as beneficial as those opportunities provided to Company Employees immediately prior to the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Merger Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesTime. (d) Parent shall use its reasonable best efforts Prior to procure consents from the Merger Effective Time, the Company Board, or an appropriate committee of non-U.S. Continuing Employees employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that are required the disposition by applicable Law any officer or collective bargaining agreement as director of the Company who is a result covered person of Parent’s modifications the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Stock Options to acquire Company Common Shares (or Company Common Shares acquired upon the vesting of any material terms Company Stock-Based Awards or Company Restricted Shares) pursuant to this Agreement and conditions the Merger shall be an exempt transaction for purposes of employment for such employees in such employees’ respective jurisdictionsSection 16.

Employee Benefits Matters. (a) For one year following From and after the Effective TimeTime until the first anniversary of the Effective Time (the “Benefits Continuation Period”), or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide Company shall provide, or cause to be provided provided, compensation and employee benefits (including adoption plans and severance plans) to the employees of the Company and its Subsidiaries and Riverwood and its Subsidiaries that are substantially comparable in the aggregate to those provided to such individuals by the Company and its Subsidiaries or Riverwood and its Subsidiaries, as the case may be, immediately prior to the Effective Time (but excluding for all purposes any equity-based or long-term incentive plans or arrangements); provided that with respect to employees who are subject to collective bargaining or employment agreements (including change in control agreements, severance plans or their provisions), compensation, benefits and payments shall be provided in accordance with the applicable collective bargaining agreements or employment agreements (including change in control agreements, severance plans or their provisions). (b) With respect to any Benefit Plans of the Surviving Corporation Company or any other affiliate of Parent who were its Subsidiaries in which employees of the Company or any of its Subsidiaries or Riverwood or any of its Subsidiaries first become eligible to participate on or after the Effective Time, the Surviving Company Subsidiary immediately shall (i) waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements, except to the extent that such pre-existing condition exclusions or waiting periods apply to changes made by such employee under the terms of the Surviving Company Benefit Plan on the same basis as would apply to any employee of the Surviving Company making a similar change, (ii) provide each such employee with credit for any co-payments and deductible paid prior to the Effective Time and, in each case, (to the same extent an employee continues employment with such credit was given under the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately analogous Benefit Plan prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall ) in satisfying any applicable deductible or shall cause the Surviving Corporation out-of-pocket requirements and (iii) recognize service prior to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time with the Company, its Subsidiaries, Riverwood, its Subsidiaries and any predecessor entities thereof, for all Benefit Plan purposes (including, but not limited to, eligibility to participate, vesting credit, and entitlement to benefits, but excluding for purposes of eligibility and vesting under any employee benefit plans, programs or arrangements maintained accrual) to the same extent such service would be recognized by Parent, the Surviving Corporation, or any of their affiliates that employs any Continuing EmployeeCompany under the applicable Benefit Plan for similarly situated employees; provided, however, that such crediting of service the foregoing shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations with respect apply to the Continuing Employees to extent it would result in any duplication of benefits for the same extent waived under the applicable group health plan period of the Company or any Company Subsidiary maintained prior to the Effective Time, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan yearservice. (c) As of From and after the Effective Time, Parent shall cause the Surviving Corporation to Company and Riverwood shall honor for the one-year period following the Effective Time all and perform in accordance with their terms those employment and severance agreements existing as of the date hereof and set forth in listed on Schedule 3.10(a3.2(q) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company SubsidiariesSchedule. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (a1) For one year following From and after the Effective TimeClosing Date, or such longer period as may be required by applicable Law or contract, Parent shall or Neon shall cause the Surviving Corporation Amalco and its successors and assigns to provide or cause to be provided to employees honour in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary InnerAccess and its Subsidiaries as in effect immediately prior to the Effective Time andClosing Date that are disclosed in the InnerAccess Disclosure Schedule and are applicable to any current or former employees or directors of InnerAccess or any Subsidiary of InnerAccess; provided, however, that nothing contained herein shall prohibit Neon or Amalco or any of Neon’s Subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in each case, to accordance with their terms. To the extent an permitted by applicable Regulation and/or by employee continues employment with benefit plan agreements or amendments thereto that may be made without the Surviving Corporation necessity of shareholder approval, Employees of InnerAccess or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the service of each Continuing Employee with the Company or any Company Subsidiary determined as of the Effective Time receive full credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plansplan, programs program or arrangements arrangement established or maintained by Parent, the Surviving Corporation, Amalco or any of its Subsidiaries or their affiliates that employs successors and assigns after the Closing Date for service accrued or deemed accrued prior to the Closing Date with InnerAccess or any Continuing EmployeeSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Each such In addition, to the extent permitted by applicable Regulation and/or by employee benefit planplan agreements or amendments thereto that may be made without the necessity of shareholder approval, program Neon shall waive, or arrangement that provides health cause to be waived, any limitations on benefits relating to Continuing Employees shall waive any pre-existing condition limitations with respect to the Continuing Employees conditions to the same extent such limitations are waived under the applicable group health any comparable plan of the Company InnerAccess or any Company Subsidiary maintained prior to the Effective Timeits Subsidiaries and recognize, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments annual deductible and out-of-pocket maximums for such plan yearlimits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of InnerAccess and its Subsidiaries in the calendar year in which the Closing Date occurs. (c2) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing soon as of the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee of the Company or any Company Subsidiary. In addition, Parent shall, practicable after the Effective Timeexecution of this Agreement, cause the Surviving Corporation InnerAccess and Neon shall confer and work together in good faith to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan agree upon mutually acceptable employee benefit and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariescompensation arrangements. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.

Employee Benefits Matters. (ai) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to the Effective Time andClosing, in each case, to the extent an employee continues employment with the Surviving Corporation or any other affiliate of Parent (the “Continuing Employees”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that, in the aggregate, are substantially similar to those that were provided to the Continuing Employees by the Company or any Company Subsidiary immediately prior to the execution of this Agreement. (b) Following the Effective Time, Parent Seller shall or shall cause the Surviving Corporation to recognize terminate (or cause to be recognizedterminated) the service employment of each Continuing all Eligible Employees, other than employees receiving long-term disability benefits. Effective as of Closing or, with respect to any Eligible Employee with a right to reemployment under applicable law or a Collective Bargaining Agreement assumed by Buyer or its Subsidiary, at such time subsequent to Closing that such Eligible Employees present themselves to Buyer for employment, Buyer shall, or shall cause one of its Affiliates to, offer employment to each Eligible Employee (other than Eligible Employees receiving long-term disability benefits) on terms and conditions substantially comparable in the Company or any Company Subsidiary determined aggregate to those such employees had with Seller and its Subsidiaries immediately prior to the Closing. With respect to such Eligible Employees who are covered by a Collective Bargaining Agreement (collectively, “Union Employees”) the terms of such offer shall be in accordance with the terms of the respective Collective Bargaining Agreements in effect as of the Effective Time time such offer is made, and Buyer shall (or cause its Affiliates to, as appropriate) otherwise assume and thereafter be bound by and comply with each Collective Bargaining Agreement presently applying to the Union Employees and as may be amended from time to time, and such employees shall be credited with their period of service with Seller, its Subsidiaries (including Subsidiaries of any member of the Paper Group) and their respective predecessors for purposes of eligibility the Collective Bargaining Agreements. Each Eligible Employee who accepts Buyer’s offer of employment is referred to herein as a “Transferred Employee.” Notwithstanding the foregoing, Buyer shall be under no obligation to enter into new individual severance agreements with any Eligible Employee nor to match the terms of any existing individual severance agreement after such agreement otherwise expires in accordance with its terms. (ii) Subject to Buyer’s compliance with Section 8J(i) and vesting under Section 8J(v) of this Agreement, Seller shall be solely responsible for any employee benefit plansseverance, change in control payments or parachute payments owed to Business Employees which are payable solely as a result of the consummation of the transactions contemplated by this Agreement pursuant to the terms of any agreements, plans or programs entered into or arrangements maintained sponsored by Parent, the Surviving Corporation, Seller or any of their affiliates that employs any Continuing Employee; provided, however, that such crediting of service shall not operate its Subsidiaries prior to duplicate any benefit or the funding of Closing with any such Business Employees, except to the extent any such amounts are accrued for as a current liability in the computation Company Closing Net Working Capital. (iii) Except as otherwise provided in this Section 8J, Buyer shall assume and become solely responsible for all employment and employee benefit. Each such employee benefit plan-related matters, program or arrangement that provides health benefits to Continuing Employees shall waive pre-existing condition limitations obligations, liabilities and commitments of Seller and its Subsidiaries with respect to all Business Employees and their dependents and beneficiaries (regardless of when or where such matters, obligations, liabilities and commitments arose or arise or were or are incurred), under or with respect to any Employee Benefit Plan sponsored or contributed to by Seller or a Business Subsidiary. Without limiting the Continuing generality of the foregoing, effective as of the Closing Date, (A) Buyer shall assume all obligations, liabilities and commitments of Seller and its Business Subsidiaries arising from workers compensation claims, whether characterized as medical or indemnity, or arising under any other similar government-mandated programs which are based on injuries incurred by Business Employees in the course of their employment, without regard to the same date of occurrence of the injury or injuries giving rise to the workers’ compensation claim and (B) all obligations, liabilities and commitments of Seller and its Business Subsidiaries to Business Employees and their eligible dependents in respect of health insurance under COBRA, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Sections 601 et seq. and Sections 701 et seq. of ERISA, Section 4980B and Sections 9801 et seq. of the Code and applicable state or similar laws. (iv) Prior to the earlier of Closing or December 31, 2007, Seller shall make reasonable best efforts to review and amend, to the extent waived deemed necessary and permitted under the terms of any applicable Employee Benefit Plan, each Employee Benefit Plan or arrangement subject to section 409A of the Code to comply in all material respects with the final regulations under Section 409A of the Code. (v) If any Salaried / Nonunion Employee or any Subsidiary Employee that is not a Union Employee (each, a “Nonunion Employee”) is terminated without cause at any time within two years after the Closing, Buyer shall, or shall cause of its Affiliates to, pay severance pay to such employee that is at least as much as the maximum cash severance such employee would have received under the applicable group health severance pay plan of Seller as in effect as of the Company or any Company Subsidiary maintained Closing Date (based on such employee’s salary immediately prior to the Effective TimeClosing Date or, and each Continuing Employee shall be given credit for amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying deductiblesif greater, co-payments and out-of-pocket maximums for such plan year. (c) As of the Effective Time, Parent shall cause the Surviving Corporation to honor for the one-year period following the Effective Time all employment and severance agreements existing employee’s salary as of the date hereof of termination) and set forth in Schedule 3.10(aaggregate service (taking service recognized under Seller’s severance programs and post-Closing service with Buyer into account) as of the Company Disclosure Schedule between the Company or any Company Subsidiary and any current or former director, officer or employee date of the Company or any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 milliontermination, and the such other amount as may be required under applicable law. For purposes of this Section 8J(v), “severance pay plan” does not include any individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiaries. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.severance

Employee Benefits Matters. (a) For one year following the Effective Time, or such longer period as may be required by applicable Law or contract, Parent shall or shall cause the Surviving Corporation to provide or cause to be provided to employees of the Surviving Corporation or If any other affiliate of Parent who were employees of the Company or any Company Subsidiary immediately prior to its Subsidiaries as of the Effective Time and(each, a “Company Employee”) become a participant in each case, to the extent an employee continues employment with a benefit plan sponsored or maintained by Parent or the Surviving Corporation or any other affiliate of Parent Company (the “Continuing EmployeesParent Plans”) compensation and employee benefit plans, programs and policies and fringe benefits (other than equity based compensation arrangements) that), in accordance with the aggregateeligibility criteria of such Parent Plans, are substantially similar to those that were provided subject to the Continuing Employees by Company providing Parent sufficient information to determine the Company or any Company Subsidiary immediately prior to the execution of this Agreement. following (bi) Following the Effective Time, Parent such participants shall or shall cause the Surviving Corporation to recognize (or cause to be recognized) the receive full credit for all service of each Continuing Employee with the Company or any Company Subsidiary determined as of and its Subsidiaries prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such service is taken into account under any employee benefit planssuch Parent Plans and under a comparable Company Plan, programs or arrangements maintained (ii) such participants shall participate in the Parent Plans on terms no less favorable than those offered by ParentParent to their similarly-situated employees, (iii) to the Surviving Corporationextent permitted by Law, or any of such participants and their affiliates that employs any Continuing Employee; provided, however, that such crediting of service covered dependents shall not operate to duplicate any benefit or the funding of any such benefit. Each such employee benefit plan, program or arrangement that provides health benefits to Continuing Employees shall waive have all pre-existing condition limitations with respect exclusions of such Parent Plans waived to the Continuing Employees extent such pre-existing condition exclusions were inapplicable to the same extent waived under the applicable group health plan of the Company or any Company Subsidiary maintained had been satisfied by such participants and their covered dependents immediately prior to the Effective TimeTime under the corresponding Company Plan; and (iv) with respect to any Parent Plan that provides medical or health benefits, such Company Employees (and each Continuing Employee their eligible dependents) shall be given credit for co-payments made, amounts paid under the corresponding group health plan of the Company or any Company Subsidiary during the plan year in which the Effective Time occurs for purposes of applying credited towards deductibles, co-payments insurance and out-of-pocket maximums for under the corresponding Company Plan (i.e., under the same type of Plan such plan year. as a point of service plan) in the calendar year in which such Company Employee becomes a participant in such Parent Plans; provided that the foregoing (ci) As of through (iv) shall be subject to the Effective TimeCompany providing to Parent sufficient information to make such determinations. Parent shall, Parent or shall cause the Surviving Corporation Company to, permit each Company Employee who remains employed with Parent or the Surviving Company to honor for the one-year period following use all unused vacation, sick leave and paid time off accrued by such Company Employee under Company Plans prior to the Effective Time all employment and severance agreements existing as to the extent accrued on the balance sheet contained in the Unaudited Company Financials. Nothing in this Section 8.5 shall (x) require Parent or the Surviving Company to provide any particular employee benefit plans to Company Employees, (y) limit the Surviving Company’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of Parent, the date hereof and set forth in Schedule 3.10(a) of the Company Disclosure Schedule between the Surviving Company or any Company Subsidiary and any current or former director, officer or employee of their Subsidiaries to terminate the Company or employment of any Company Subsidiary. In addition, Parent shall, after the Effective Time, cause the Surviving Corporation to perform the Company’s obligations under the ChipPAC, Inc. Employee Retention Plan and the ChipPAC, Inc. Special Bonus Plan, which will provide for payments at specified times of severance, bonuses and retention payments to employees of the Company and the Company Subsidiaries contingent upon the occurrence of the Effective Time in an aggregate cash amount of US$5.0 million, and the individual award agreements to be entered into thereunder with participating employees of the Company and the Company Subsidiariesany time. (d) Parent shall use its reasonable best efforts to procure consents from non-U.S. Continuing Employees that are required by applicable Law or collective bargaining agreement as a result of Parent’s modifications of any material terms and conditions of employment for such employees in such employees’ respective jurisdictions.