Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) On and after the Effective Time, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On Parent hereby agrees that, for a period of one (1) year immediately following the Effective Time, it shall, or it shall cause the Surviving Corporation and its Subsidiaries to provide each Employee as of the Effective Time (each, a “Continuing Service Provider”) to the extent such Continuing Service Provider remains employed by Parent or its Subsidiaries with (i) a base salary or wage rate that is not less than the base salary or wage rate provided by the Company Group to such Continuing Service Provider as of immediately prior to the Effective Time, (ii) target annual cash incentive compensation opportunities for such Continuing Service Provider that are no less favorable than those in effect immediately prior to the Effective Time, and (iii) all other employee benefits (excluding any equity or equity-based compensation, severance, defined benefit pension benefits, non-qualified deferred compensation benefits, retiree health and welfare benefits or change in control, transaction or retention bonuses or payments) that are substantially comparable, in the aggregate to either (A) those in effect for such Continuing Service Providers immediately prior to the Effective Time or (B) those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its Subsidiaries. Without limiting the generality of this Section 6.05(a), and subject to Section 6.05(f) from and after the Effective Time, Parent shall, or it shall cause the Surviving Corporation and its subsidiaries Subsidiaries, to promptly pay or provide when due honor all compensation obligations under the Plans other than those terminated pursuant to Section 6.05(e), in each case in accordance with and benefits earned through or subject to their terms as in effect immediately prior to the Effective Time Time, including with respect to any payments, benefits or rights arising 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 a result of the date hereof for all employees Transactions (and former employees) and directors (and former directors) of the Company and its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly either alone or provide when due all compensation and benefits required to be paid pursuant to the terms of any individual agreement in combination with any employee, former employee, director or former director in effect as of the date hereofother event). (b) Parent shall, or shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 Subsidiaries to cause Continuing Service Providers to receive full service credit for purposes of eligibility to participate and vesting (other than employees covered but not for benefit accrual purposes, except for paid time off and severance) under any employee benefit plan, program, policy or arrangement, in each case, established or maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries under which each Continuing Service Provider may be eligible to participate on or after the Effective Time (a collective bargaining agreement“Parent Plan”) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to same extent recognized by the equity securities of the Company) Company or any of the Company and its subsidiaries in effect on Subsidiaries under comparable Plans immediately prior to 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 agreementEffective Time; provided, however, that nothing herein such crediting of service shall prevent not be credited for the amendment or termination purposes of any specific retiree health or welfare plan, defined benefit pension plan or long-term equity incentive program (including in respect of any “retirement” provisions thereunder) and shall not operate to duplicate any benefit or arrangementthe funding of any such benefit. In addition, require that Parent shall use reasonable best efforts to (i) waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions under a Parent Plan to the extent such conditions are covered immediately prior to the Effective Time a comparable Plan and to the same extent such limitations are waived under such Plan as in effect immediately prior to the Effective Time and (ii) recognize, for purposes of the annual deductible and out-of-pocket limits under its medical and dental plans, the deductible and out-of-pocket expenses paid by Continuing Service Provider in the calendar year in which the Effective Time occurs to the same extent recognized under any comparable Plan prior to the Effective Time. (c) With respect to each Continuing Service Provider whose employment is terminated without cause during the period commencing on the Closing Date and ending one (1) year after the Closing Date, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries, to provide such Continuing Service Provider with severance benefits equal in value to the severance benefits determined in accordance with (and subject to the terms and conditions of) the policy set forth on Section 6.05(c) of the Company Disclosure Schedule, in each case, taking into account the Continuing Service Provider’s service with the Company Group prior to the Closing and with Parent or permit investment its Subsidiaries on or after the Closing. (d) To the extent the Closing Date occurs in the securities 2024 calendar year, Parent shall, or it shall cause the Surviving Corporation and its Subsidiaries to, continue any Plan that is an annual bonus plan for the 2024 calendar year and will administer it in the ordinary course of Parentbusiness consistent with past practice and taking into account determinations made prior to the Closing with respect to such annual bonus program or target amounts thereunder, in all cases pursuant to and subject to the terms of Section 6.05(d) of the Company Disclosure Schedule. (e) 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 Company 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. (f) Without limiting the generality of Section 9.09, 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 Employee or Non-Employee 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 or the Surviving Corporation or interfere with the Surviving Corporation's right any of their respective Affiliates to amend, modify or obligation to 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, under each employee terminate any Plan or any other benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of the Parent in which such employees are eligible them or (ii) create any rights to participate for purposes of eligibility and vesting; providedcontinued employment or service with Parent, 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 or any Company Subsidiary or any of their respective Affiliates or in a medicalany way limit the ability of Parent, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation or any Company Subsidiary or any of their respective Affiliates to terminate the employment or service of any Employee or Non-Employee Service Provider at any time and their subsidiaries from taking for 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 takingreason.

Employee Benefits Matters. (a) On From and after the Merger Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Plans, compensation arrangements 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 employment, severance and termination plans and agreements in accordance with their terms as in effect immediately before the Merger Effective Time. For a period of one (1) year following the Merger Effective Time, Parent shall provide, or shall cause to be provided, to each current employee or director benefit plans (including, without limitation, deferred compensation 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. Parent and the Company agree that Subsidiaries while such employee remains employed by the Surviving Corporation and its subsidiaries shall pay promptly Company or provide when due all the Company Subsidiaries (“Company Employees”) (i) 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. (bincluding incentive compensation) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 the compensation (including incentive compensation) provided pursuant to Company Employees immediately before the plansMerger Effective Time and (ii) employee benefits that are no less favorable, programs in the aggregate, than the benefits provided to similarly situated employees of Parent. (b) For all purposes (including purposes of vesting, eligibility to participate and arrangements (other than those related to level of benefits) under the equity securities employee benefit plans of the Company) of the Company Parent and its subsidiaries in effect on providing benefits to any Company Employees after the date hereof Merger Effective Time (the “New Plans”), each Company Employee shall, subject to applicable Law and employees covered by collective bargaining agreements shall applicable tax qualification requirements, be provided credited with such benefits as shall be required under the terms his or her years 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Merger Effective Time, to the same extent as such service Company Employee was credited entitled, before the Merger Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Merger Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to coverage under any Plan in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the “Old Plans”) and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under an Old Plan in which such Company Employee participated immediately prior to the Merger Effective Time and (B) Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees of Parent shall, and shall cause the Surviving Corporation to, honor 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 (iabide by Section 7.04(c) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationDisclosure Schedule. (d) If requested by Parent at least five (5) Business Days prior to the Closing Date, the Company shall take (or cause to be taken) all actions, pursuant to resolutions of the Company Board, necessary or appropriate to terminate, immediately prior to the Merger Effective Time, any Company Benefit Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). If the Company is required to terminate any Company 401(k) Plan, then 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 (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). (e) This Section 7.04 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.04, 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 7.04. Without limiting the foregoing, no provision of this Section 7.04 will create any third party beneficiary rights in any current or former employee, director or consultant of the Company or any Company Subsidiaries in respect of continued employment (or resumed employment) or any other matter. Nothing in this Section 6.8 shall require 7.04 is intended to amend any Plan or any employee benefit plan, agreement or arrangement of Parent, or interfere with Parent’s, the continued Company’s or any Company Subsidiary’s right, as applicable, from and after the Closing to amend or terminate any Plan, or any employee benefit plan, agreement or arrangement of Parent or the employment of, or provision of services by, any person ordirector, with respect to clauses (b) and (c) hereofemployee, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action independent contractor or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingconsultant.

Employee Benefits Matters. (a) On and after During the Effective Timeperiod from the Closing Date until December 31, 2013, Parent shall or shall cause the Surviving Corporation and its subsidiaries to, provide to promptly pay or provide when due all compensation and benefits earned through or each person who is employed by any of the Acquired Companies immediately prior to the Effective Time as provided pursuant to and remains in 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 hereof for all employees (and former employees) and directors (and former directors) of the Surviving Company and its subsidiaries. Parent subsidiaries immediately after the Effective Time (the “Retained Employees”) with compensation (including base salary, incentive and bonus opportunities, and equity-based compensation) and employee benefits that are substantially comparable in the Company agree that aggregate to those employee benefit plans provided by the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant Acquired Companies to the terms of any individual agreement with any employee, former employee, director or former director in effect as of Retained Employees immediately prior to the date hereofEffective Time. (b) With respect to each Retained Employee, Parent shall credit or cause its subsidiaries to credit, the Surviving Corporation, period of employment and service recognized by the Acquired Companies or any of their subsidiaries immediately prior to the Closing Date for the period commencing at the Effective Time purposes of eligibility and ending on the first anniversary thereof, to provide vesting under all employee benefits under benefit plans, programs and programs, policies, or similar 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company Parent and its subsidiaries in effect on which the date hereof Retained Employee is eligible to participate. Parent shall waive, or shall cause its subsidiaries to waive, any restrictions and employees covered limitations for pre-existing medical conditions of those Retained Employees or their dependents eligible to participate in a group health plan maintained by collective bargaining agreements Parent or its subsidiaries, subject to insurance coverage requirements under the applicable group health plans. In addition, Parent shall credit, or shall cause its subsidiaries to credit, each Retained Employee for any co-payments and deductibles paid under the group health plan maintained by Acquired Companies prior to the Closing Date in satisfying any deductible or out of pocket requirements under the group health plan maintained by the Parent or any of its subsidiaries for the plan year in which the Closing Date occurs. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be provided with such benefits construed as requiring the Surviving Company or any of its subsidiaries to employ any Retained Employee for any length of time following the Closing Date. Subject to the limitations and requirements specifically set forth in this Section 6.6 and in applicable Law, nothing in this Agreement, express or implied, shall be required under construed to prevent the Surviving Company or any of its subsidiaries from (i) terminating, or modifying the terms of employment of, any applicable collective bargaining agreement; providedRetained Employee following the Closing Date, however, that nothing herein shall prevent the amendment or termination of (ii) terminating or modifying to any specific extent any Company employee benefit plan, program Merger Sub employee benefit plan, or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each any other employee benefit plan, program, agreement, or arrangement that the Surviving Company or any of the Parent its subsidiaries may establish or maintain. No covenant or other undertaking in which such employees are eligible to participate for purposes of eligibility and vesting; provided, however, that in no event this Agreement shall the employees be entitled constitute an amendment to any credit to employee benefit plan, program, policy, or arrangement, and any covenant or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the extent that it would result adoption of a written amendment in a duplication accordance with the amendment procedures of benefits with respect to the same period of servicesuch plan, program, policy, or arrangement. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On Commencing on the consummation of the Offer and after the Effective Timecontinuing until December 31, 1999, Parent shall cause the Company and the Surviving Corporation and its subsidiaries to promptly pay or continue to 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. subsidiaries (excluding employees, if any, covered by collective bargaining agreements), as a whole, Employee Benefits (defined below) which, in the aggregate, are no less favorable to such employees than the Employee Benefits provided to such employees as of the date hereof. (b) Parent and the Company agree that the Company and the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to (i) the terms of any the individual agreement with any employee, former employee, director or former director in effect as employment agreements listed on Schedule 6.13(b)(i) hereto and (ii) the terms of the date hereofemployee retention plan set forth in Schedule 6.13(b)(ii) hereto. (bc) For all Employee Benefits and the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at and its affiliates after the Effective Time and ending on the first anniversary thereofTime, 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or arrangement any 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 of employees (excluding employees, if any, covered by collective bargaining agreements) shall be treated as service with Parent and its affiliates for eligibility and vesting purposes and for benefit accruals for purposes of severance and vacation pay to the same extent that such service is taken into account by the Company and its subsidiaries as of the date hereof, except to the extent such treatment will result in duplication of benefits. (d) From and after the Effective Time, could have taken Parent shall, and shall cause the Surviving Corporation to, cause any pre-existing condition or refrained from takinglimitation and any eligibility waiting periods (to the extent such conditions, limitations or waiting periods did not apply to the employees of the Company under the Employee Plans in existence as of the date hereof) under any group health plans of Parent or any of its subsidiaries to be waived with respect to employees of the Company and their eligible dependents.

Employee Benefits Matters. (a) On The Surviving Corporation shall honor the terms of all employment agreements and after pay or provide the benefits required thereunder in accordance with their terms, recognizing that the consummation of the transactions contemplated hereby will constitute a "change in control" for purposes of any of the employment agreements and Plans that include a definition of "change in control." (b) With respect to employees of the Company and the Subsidiaries as of the Effective Time (each, an "EMPLOYEE"), for the period from the Effective Time to the first anniversary of the Effective Time, or such earlier date on which any Employee's employment is terminated (except with respect to any benefits payable upon or after termination of employment), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay or to, provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangementssalary, employment agreements discretionary bonus and employee or director benefit plans benefits (includingother than (i) equity-based compensation, without limitation, deferred compensation plans), programs and policies (ii) those benefits listed in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Section 6.06 of the Company and its subsidiaries. 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 Disclosure Schedule as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing terminating at the Effective Time Time, and ending on the first anniversary thereof, to provide (iii) any employee benefits under plans, programs and arrangements which, welfare or benefit Plan that is not listed in the aggregate, will provide benefits to the employees Section 3.11 of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreementCompany Disclosure Schedule) which that are no less favorable in the aggregate than those provided pursuant to such Employees immediately prior to the plansEffective Time. From and after the Effective Time, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 medicalshall, dental or health plan of Parent or its subsidiaries, and Parent shall cause such plan to the Surviving Corporation and its subsidiaries to, honor in accordance with their terms (i) waive any preexisting condition limitations including, without limitation, terms which provide for conditions covered under the applicable medicalamendment or termination), health or dental all contracts, agreements, arrangements, policies, plans and commitments of the Company and its subsidiaries 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. Nothing herein shall be deemed to change the "at will" employment status of any Employee or otherwise be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to terminate any Employee. (iic) honor any deductible and out of pocket expenses incurred Employees shall, to the extent permitted by the employees applicable Law, receive credit for service accrued or deemed accrued prior to the Effective Time 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 beneficiaries respective subsidiaries under such plans during which each Employee may be eligible to participate on or after the portion Effective Time, to the same extent recognized by the Company or any of the calendar year Subsidiaries under comparable Plans immediately prior to the Effective Time; PROVIDED, HOWEVER, that such participationcrediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (d) 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 Employee may be eligible to participate on or after the Effective Time, Parent shall, to the extent permitted by applicable Law (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 active Employee under any Purchaser Welfare Benefit Plan to the same extent waived under a comparable Plan and (ii) make reasonable best efforts to cause any eligible expenses incurred by any Employee and his or her covered dependents 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. (e) Nothing in this Section 6.8 6.06, expressed or implied, shall require the continued employment be construed to prevent Parent or any subsidiary of any person orParent (including, with respect to clauses (b) and (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 after the Effective Time, could have taken the Surviving Corporation) from terminating or refrained from takingmodifying to any extent or in any respect any benefit plan that Parent or any subsidiary of Parent (including, after the Effective Time, the Surviving Corporation) may establish or maintain; PROVIDED that appropriate provision is made to comply with the provisions of this Section 6.06. Nothing in this Section 6.06 is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Employee Benefits Matters. (a) On and after the Effective TimeAdara shall, Parent or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries to promptly pay (excluding any retiree health plans or provide when due all compensation and benefits earned through programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 agreementGroup Member; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plansuch benefit. In addition, program subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or maintained by the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees any 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, 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 medicalthat cover the Continuing Employees or their dependents, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor cause any deductible and out of pocket eligible expenses incurred by the employees any Continuing Employee and their beneficiaries under such plans 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 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 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 with respect to the calendar year prior to such participationin which the Closing occurs. (db) Nothing The provisions of this Section 7.06 are solely for the benefit of the parties to the Agreement, and nothing contained in this Section 6.8 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 continued employment of any person orCompany, with respect to clauses (b) and (c) hereofAdara, 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 each of its subsidiaries prior to the Effective Timecontinue any Plan or other employee benefit arrangements, could have taken or refrained from takingprevent their amendment, modification or termination.

Employee Benefits Matters. (a) On and after For a period of one year following the Effective TimeClosing Date, Parent shall, or shall cause the Surviving Corporation and its subsidiaries or any of their respective Affiliates to, provide 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 hereof for all employees (and former employees) and directors (and former directors) of the each Continuing Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements whichEmployee, 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 amounts no less favorable in the aggregate than those provided pursuant by the Company and its Subsidiaries to such employees immediately prior to the Effective Time, (i) a salary or hourly wage, (ii) a short-term (annual or more frequent) target bonus opportunity, and (iii) benefits (including any profit sharing plans, programs bonus plans, severance plans and arrangements health and welfare benefit plans). Without limiting the immediately preceding sentence, Parent shall provide, or shall cause its Subsidiaries to provide, each Continuing Company Employee whose employment is terminated by Parent or its Subsidiaries without cause during the one (other than those related 1) year period immediately following the Closing Date with severance benefits on the terms and conditions and at the levels set forth in the Company’s Severance Benefit Plan, determined (A) without taking into account any reduction after the Closing in compensation paid to such Continuing Company Employee and (B) by taking into account each Continuing Company Employee’s service with the Company and its Subsidiaries (and any predecessor entities) and, after the Closing, Parent and its Subsidiaries. Notwithstanding anything to the equity securities contrary set forth herein, after the Effective Time, nothing in this Section 5.1(a) shall preclude the Surviving Corporation from terminating the employment of any Continuing Company Employee for any lawful reason. (b) From and after the Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Employee Benefit Plans of the CompanyCompany set forth on Section 2.10(b) of the Company Disclosure Letter (excluding the Stock Plans and its subsidiaries the ESPP to be terminated at or prior to the Effective Time in accordance herewith), in each case in accordance with their terms as in effect on immediately before 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 agreementEffective Time; provided, however, that nothing herein this Section 5.1(b) shall not prevent the amendment or termination of any specific plan, program Employee Benefit Plan or arrangement, require that the Surviving Corporation provide or permit investment Contract in the securities of Parent, the Company or the Surviving Corporation or interfere accordance with the Surviving Corporation's right or obligation terms thereof. (c) For purposes of vesting, participation, and eligibility to make such changes as are necessary participate under any similar employee benefit plans of Parent providing benefits to conform with applicable law. any Continuing Company Employees of after the Surviving Corporation Effective Time (the “New Plans”), Parent shall be given use commercially reasonable efforts to give each Continuing Company Employee credit for all his or her years of service with the Company and its subsidiariespredecessors before the Effective Time, to the same extent as if such service was credited for such purpose by had been performed with Parent; provided that the Company, 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 foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect to or for purposes of benefit accrual. In addition, and without limiting the same period of service. (c) If employees generality of the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiariesforegoing, Parent shall cause such plan to use commercially reasonable efforts (i) waive to cause each Continuing Company Employee to be immediately eligible to participate, without any preexisting condition limitations for conditions covered waiting period, in any New Plans, except to the extent any waiting period in effect under the applicable medical, health or dental plans of comparable Employee Benefit Plan in which such Continuing Company Employee participated immediately prior to the Company and its subsidiaries Effective Time would not have been satisfied; and (ii) honor for purposes of each New Plan providing medical, dental, pharmaceutical, vision or disability benefits to any deductible Continuing Company Employee, (A) to cause all pre-existing condition exclusions and out actively-at-work requirements of pocket such New Plan to be waived for such Continuing Company Employee and his or her covered dependents and (B) to cause any eligible expenses incurred by the employees such Continuing Company Employee and their beneficiaries his or her covered dependents under such plans an Employee Benefit Plan during the portion of the calendar plan year prior to the Effective Time to be taken into account under such participationNew Plan for purposes of satisfying all deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Nothing Prior to the Effective Time, if requested by Parent in this Section 6.8 shall require writing, to the continued employment extent permitted by applicable Law and the terms of any person orthe applicable plan or arrangement, with respect to clauses (b) and (c) hereof, prevent the Company and/or shall cause the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which Company’s 401(k) Plan (the “Company and its subsidiaries 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, could the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. (e) Prior to the Effective Time and thereafter (as applicable), the Company and Parent shall take any and all actions as may be required, including amendments to the Company 401(k) Plan and/or the tax-qualified defined contribution retirement plan designated by Parent (the “Parent 401(k) Plan”) to (1) permit each Continuing Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code in the form of cash, shares of Parent common stock or a combination thereof, in an amount equal to the full account balance distributed or distributable to such Continuing Company Employee from the Company 401(k) Plan to the Parent 401(k) Plan, and (2) obtain from the IRS a favorable determination letter on termination for the Company 401(k) Plan. Each Continuing Company Employee shall become a participant in the Parent 401(k) Plan on the Closing Date (giving effect to the service crediting provisions of Section 5.1(c)); it being agreed that there shall be no gap in participation in a tax-qualified defined contribution plan. (f) Nothing in this Agreement shall, or be construed so as to (i) modify or amend any Employee Benefit Plan, New Plan or other similar agreement, plan, program, or document, or (ii) obligate Parent or any of its Affiliates (including the Company following the Effective Time) to adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent Parent or any of its Affiliates (including the Company following the Effective Time) from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time. Without limiting the generality of Section 8.6, nothing in this Section 5.1 shall be construed as giving any Person (including any Company Employee or dependent or beneficiary thereof) other than the parties to this Agreement any right (including any third party beneficiary right), remedy or claim under or in respect of this Section 5.1, including any right with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Company Employee by Parent, the Surviving Corporation or any of their Affiliates or under any benefit plan which Parent, the Surviving Corporation or any of their Affiliates may maintain. (g) Prior to making any written or oral communications to the employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have taken or refrained from takinga reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith.

Employee Benefits Matters. (a) On From and after the Effective Time, Parent shall (or shall cause its Affiliates, including the Surviving Corporation Entity and its subsidiaries to promptly pay or provide when due Subsidiaries to), honor in accordance with their terms, all compensation Plans and benefits earned through or all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Entity and its Subsidiaries to, provide each employee of the Company or its Subsidiaries who continues to be employed by the Company or the Surviving Entity or their respective Affiliates after the Closing Date (collectively, the “Continuing Employees”) with (i) an annual base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that is no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided pursuant to such Continuing Employee immediately prior to the terms Effective Time, in the aggregate, and (ii) health, welfare and retirement benefits that are substantially comparable, in the aggregate, to either, in Parent’s sole discretion, (A) the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) the health, welfare and retirement benefits provided to similarly situated employees of any compensation arrangementsParent and its Affiliates, employment agreements in each case and employee for the avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and the Company, or director each of their respective designees, shall cooperate to design and implement an annual bonus program, including performance goals, for the benefit plans of the Continuing Employees for the first full calendar year commencing after the Closing Date (including, without limitation, deferred compensation plansthe “Post-Closing Bonus Plan”), programs and policies in existence as with the bonus payouts to be based on the attainment of performance goals applicable to the date hereof for all employees (and former employees) and directors (and former directors) business of the Company and its subsidiaries. Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent and or any of its Subsidiaries other than the Company agree that the Surviving Corporation and its subsidiaries Subsidiaries). Each Continuing Employee shall pay promptly or provide when due all compensation and benefits required be entitled to be paid pursuant participate in the Post-Closing Bonus Plan with an annual bonus target equal to the terms greater of any individual agreement with any employee, former employee, director or former director in effect (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and (y) the annual bonus target of the date hereofa similarly-situated employees of Parent (as reasonably determined by Parent where such targets constitute a range). (b) For all purposes under the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at and its Subsidiaries providing benefits to any Continuing Employee after the Effective Time and ending on (including the first anniversary thereofPlans), to provide employee benefits under plans, but excluding any retiree health or welfare plans or programs and arrangements which, in the aggregate, will provide benefits to the employees (solely for purposes of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreementvesting) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and any equity compensation arrangements (other than those related to the equity securities “New Plans”), Parent shall credit each Continuing Employee with his or her years of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Continuing Employee was credited entitled, immediately prior to the Effective Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Plan in which such employees are Continuing Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect to the same period of service. (c) If employees . In addition, and without limiting the generality of the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiariesforegoing, Parent shall (or shall cause such plan to its Subsidiaries, including the Surviving Entity and its Subsidiaries, to) cause (i) waive each Continuing Employee to become immediately eligible to participate, without any preexisting condition limitations for conditions covered under waiting time, in any and all New Plans to the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries extent coverage under such plans during the portion of the calendar year prior to New Plan is replacing coverage under a Plan in which such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 Continuing Employee participated immediately prior to the Effective Time, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions or limitations, evidence of insurability requirements, required physical examinations and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Plans in which such Continuing Employee participated immediately prior to the Effective Time. Parent shall (or shall cause its Subsidiaries, including the Surviving Entity and its Subsidiaries, to) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the Plan year ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all applicable 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. (c) To the extent any payments to “disqualified individuals” of the Company or its Subsidiaries (within the meaning of Section 280G of the Code) could be characterized as “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code in connection with the Transactions, the Company shall (i) no later than the Closing (and in any event prior to obtaining the consent of any recipient of such payment in accordance with (ii) below), disclose its calculations with respect to the potential excess parachute payments to Parent, and provide any other information reasonably requested by Parent that is necessary in order for Parent to review and understand such calculations (it being understood that the Company shall not be required to provide documents and information not in the Company’s possession or to prepare or draft any calculations or documents (other than the waivers, disclosure and solicitation documents and calculations of excess parachute payments otherwise referenced in this Section 7.04(c))), (ii) use commercially reasonable efforts to obtain from any disqualified individual a waiver of his or her rights to any such potential excess parachute payment absent approval by the Company’s shareholders in accordance with this Section 7.04(c), and (iii) prior to the Closing, submit such payments for approval or disapproval by a vote of the stockholders of the Company entitled to vote on such matters in a manner intended to meet the requirements of Section 280G of the Code and the applicable treasury regulations thereunder. Parent shall have taken the right to review and comment on any waiver required by clause (ii) and any disclosure and solicitation documents required by clause (iii) before such waiver or refrained consent is sought or document is distributed, as applicable, and the Company shall consider any such comments in good faith. Parent shall, no later than ten (10) Business Days prior to the Closing, provide to the Company any Parent plans or arrangements that could result in the payment of any excess parachute payment that would be subject to the foregoing; provided that, in any event, the Company’s failure to include such Parent plans or arrangement in the stockholders voting materials described herein due to Parent’s failure to provide such plans and arrangements as contemplated hereby will not result in a breach of the covenants set forth in this Section 7.04(c). (d) Parent shall maintain (or cause its Subsidiaries, including, following the Closing, the Surviving Entity and its Subsidiaries, to maintain) the Company’s annual Variable Compensation Plan for the year in which the Closing Date occurs (the “Closing Year VCP”) until at least December 31st of the year in which the Closing Date occurs, and shall pay (or cause its Subsidiaries, including, following the Closing, the Surviving Entity or its Subsidiaries, to pay) to each Continuing Employee who was a participant in the Closing Year VCP immediately prior to the Closing an award thereunder for the calendar year in which the Closing occurs based on the greater of (x) actual performance under the Closing Year VCP (which, for the avoidance of doubt, may be up to 150%) and (y) target performance (each, a “VCP Bonus”), subject to each such Continuing Employee’s continued employment with the Surviving Entity or its Subsidiaries through the applicable payment date and otherwise in accordance with the terms of the Closing Year VCP. If any such Continuing Employee’s employment is involuntarily terminated prior to the payment of his or her VCP Bonus, he or she will remain eligible to receive his or her VCP Bonus following the end of the applicable calendar year (but in no event later than March 15th of the year following the year in which the Closing Date occurs). (e) Following the Closing, Parent shall provide each Continuing Employee with equity-based compensation (“Parent Equity Awards”) in accordance and consistent with Parent’s standard incentive equity grant practices, which shall include (without limitation), grants of Parent Equity Awards no less frequently than, in amounts and values that are no less than, and with terms and conditions (including vesting conditions) that are no less favorable than, Parent Equity Awards granted to similarly-situated Parent employees from takingtime to time. (f) Without limiting the generality of Section 11.05, the provisions of this Section 7.04 are for the sole benefit of the parties to this Agreement and nothing herein, express or implied, is intended or shall be construed as to confer upon or give any Person (including for the avoidance of doubt, any Continuing Employee or other current or former Service Provider), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 7.04) under or by reason of any provision of this Agreement. Nothing contained in this Agreement, express or implied, shall (i) be treated as an amendment to any Plan, New Plan or other compensation or benefit plan, program, policy, agreement, arrangement or understanding for any purpose, (ii) obligate Parent or the Surviving Entity or any of their Subsidiaries to (A) maintain any particular benefit plan or arrangement or (B) retain the employment of any particular employee or (iii) prevent Parent or the Surviving Entity or any of their Subsidiaries from amending or terminating any benefit plan or arrangement, in each case, subject to compliance with the other provisions of this Section 7.04.

Employee Benefits Matters. (a) On From and after the Trizec Merger Effective Time, Parent shall cause honor in accordance with their terms all severance, change-of-control and similar obligations of Trizec and the Surviving Corporation Trizec Subsidiaries, and its subsidiaries Parent shall pay on the Closing Date to promptly pay any applicable director, officer or provide when due employee of Trizec or any Trizec Subsidiary any amounts with respect to such severance, change-in-control and similar obligations that are payable by their terms upon consummation of the Trizec Merger at the Trizec Merger Effective Time or on the Closing Date, all compensation of which are listed in Section 8.06 of the Trizec Disclosure Schedule. From and benefits earned through or after the effective time, Parent shall honor in accordance with their terms any other employment related contracts, agreements, arrangements and commitments of Trizec and the Trizec Subsidiaries in effect immediately prior to the Trizec Merger Effective Time as provided pursuant that are applicable to the terms of any compensation arrangements, employment agreements and employee current or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employees) and , officers or directors (and former directors) of the Company and its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly Trizec or provide when due all compensation and benefits required to be paid pursuant to the terms any Trizec Subsidiary or any of any individual agreement with any employee, former employee, director or former director in effect as of the date hereoftheir predecessors. (b) For a period of not less than twelve (12) months after the Closing Date, except as required by any applicable collective bargaining agreement, with respect to each employee of Trizec or any Trizec Subsidiary (collectively, the “Trizec Employees”) who remains an employee of Surviving Corporation or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall cause provide the Surviving CorporationContinuing Employees with (i) (A) base salary, for (B) cash incentive compensation and (C) the period commencing value of any equity based incentive or other compensation (whether in the form of cash or equity), 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 Trizec Merger Effective Time Time, and ending on the first anniversary thereof, to provide (ii) 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 agreementequity awards) which that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Trizec Merger Effective Time. Each Continuing Employee will be credited with his or her years of service with Trizec and the Trizec Subsidiaries (and any predecessor entities thereof) before the Closing Date under the parallel employee benefit plan of Parent or the Trizec Subsidiaries to the same extent as such employee was entitled, before the Trizec Merger 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 respective Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the parallel plan, program or arrangement of Parent or Surviving Corporation. Nothing herein shall detract from the existing right of any Trizec employee. (c) Prior to the Trizec Merger Effective Time, the Trizec 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 officer or director of Trizec who is a covered person of Trizec for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Trizec Common Shares or Trizec Stock Options to acquire Trizec Common Shares (or Trizec Common Shares acquired upon the vesting of any Trizec Restricted Share Rights or Trizec Restricted Stock) pursuant to this Agreement and the plansTrizec Merger shall be an exempt transaction for purposes of Section 16. (d) Prior to the Trizec Merger Effective Time, programs and the Trizec Board shall take such actions as are necessary to terminate Trizec’s share of investment-based non-qualified deferred compensation account-based arrangements (other than those related collectively, the “Non-Qualified Account Plans”). Such action shall be contingent upon, and effective as of, the Trizec Merger Effective Time. Payment of the Non-Qualified Account Plans shall be in cash to the equity securities of participants in the Company) of Non-Qualified Account Plans in a single lump-sum payment by Surviving Corporation immediately following the Company 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 agreementTrizec Merger Effective Time; provided, however, that nothing herein payment shall prevent be delayed to the amendment date six (6) months following a participant’s separation from service in the event, and to the extent, prior to the Trizec Merger Effective Time the Trizec Board determines that such delay is necessary to comply with the requirements of Section 409A of the Code. (e) From and after the Plan of Arrangement Effective Time, Parent shall honor in accordance with their terms all severance, change-of-control and similar obligations of TZ Canada and the TZ Canada Subsidiaries, and Parent shall pay on the Closing Date to any applicable director, officer or termination employee of TZ Canada or any TZ Canada Subsidiary any amounts with respect to such severance, change-in-control and similar obligations that are payable by their terms upon consummation of the Arrangement at the Plan of Arrangement Effective Time or on the Closing Date, all of which are listed in Section 8.06 of the TZ Canada Disclosure Schedule. From and after the Plan of Arrangement Effective Time, Parent shall honor in accordance with their terms any other employment related contracts, agreements arrangements and commitments of TZ Canada and the TZ Canada Subsidiaries in effect immediately prior to the Plan of Arrangement Effective Time that are applicable to any current or former employees, officers or directors of TZ Canada or any TZ Canada Subsidiary or any of their predecessors. (f) For a period of not less than twelve (12) months after the Closing Date, except as required by any applicable collective bargaining agreement, with respect to each employee of TZ Canada or any TZ Canada Subsidiary (collectively, the “TZ Canada Employees”) who remains an employee of TZ Canada or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall provide the Continuing Employees with (i) (A) base salary, (B) cash incentive compensation and (C) the value of any specific plan, program equity based incentive or arrangement, require that the Surviving Corporation provide or permit investment other compensation (whether in the securities form of Parentcash or equity), in each case in an amount at least equal to the Company same level that was provided to each such Continuing Employee or to which such Continuing Employee was entitled immediately prior to the Plan of Arrangement Effective Time, and (ii) employee benefits (excluding any equity-based awards) that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Plan of Arrangement Effective Time. Each Continuing Employee will be credited with his or her years of service with TZ Canada and the TZ Canada Subsidiaries (and any predecessor entities thereof) before the Closing Date under the parallel employee benefit plan of Parent or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, TZ Canada Subsidiaries to the same extent as such service employee was credited entitled, before the Plan of Arrangement Effective Time, to credit for such purpose by service under the Company, 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 respective Plan (except to the extent that it such credit would result in a the duplication of benefits and except with respect to the same period of service. (c) If employees of the Surviving Corporation and its subsidiaries become eligible to participate in benefit accrual under 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person ordefined benefit plan). In addition, with respect to clauses (b) 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 respective Plan for purposes of applying deductibles, co-payments and (c) hereofout-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the parallel plan, prevent program or arrangement of Parent or TZ Canada. Nothing herein shall detract from the Company and/or the Surviving Corporation and their subsidiaries from taking existing rights of 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 takingTZ Canada employee.

Employee Benefits Matters. (a) On Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and after 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. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and its subsidiaries cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to promptly pay or provide when due all compensation and benefits earned through or such Continuing Employee immediately prior to the Effective Time as provided pursuant to the terms of any compensation arrangementsTime, employment agreements and (ii) other employee or director benefit plans benefits (including, without limitation, deferred compensation plansemployee health and welfare and retirement benefits), 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. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all other than equity incentive compensation and benefits required to be paid pursuant to the terms of any individual agreement with any employeeseverance or post-termination benefits, former employee, director or former director in effect as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 at Parent’s option either (A) those employee benefits provided pursuant to such Continuing Employee immediately prior to the plansEffective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, programs and arrangements for a period of 18 months following the Effective Time, Parent shall provide (other than those related to the equity securities of the Company) of the Company 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 cause the Surviving Corporation or interfere with another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the Surviving Corporation's right severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or obligation to make such changes as are necessary to conform with applicable law. Employees of shall cause the Surviving Corporation shall be given credit for all service to provide, that periods of employment with the Company and its subsidiaries, (including any current or former affiliate of the Company or any predecessor of the Company to the same extent as such service was credited for such purpose recognized by the Company, ) shall be taken into account for all purposes under each all employee benefit plan, program, plans maintained by Parent or arrangement an affiliate of Parent for the benefit of the Parent in which such employees are eligible to participate 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 eligibility equity incentive compensation and vesting; provided, however, that in no event shall the employees be entitled to determining any credit to the extent that it accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits benefits). (b) Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (i) ensure that no eligibility waiting periods, actively-at-work requirements or pre-existing condition limitations or exclusions shall apply with respect to the same period Continuing Employees under the applicable health and welfare benefits plan of serviceParent 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 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 employees 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 401(k) plans maintained by the Company or any of the Company Subsidiaries (collectively, the “Company 401(k) Plans”), effective as of the day prior to the Closing Date. Following the Effective Time, the assets thereof shall be distributed to the participants, and Parent or the Surviving Corporation and its subsidiaries become 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 to participate in a medical, dental or health plan rollover distributions” (within the meaning of Parent or its subsidiaries, Parent shall cause such plan to (iSection 401(a)(31) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and 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 (iiinclusive of loans) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior distributed to such participationContinuing Employees from the Company 401(k) Plans to the Parent 401(k) Plan. (d) As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolutions, to (i) terminate the Company ESPP as of immediately prior to the Closing, (ii) ensure that no offering period under the Company ESPP shall be commenced on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of the offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the ESPP, which date shall be the business day immediately prior to the anticipated Closing, and (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the ESPP in accordance with the terms and conditions of the Company ESPP). (e) Nothing in this Section 6.8 Agreement shall require confer upon any Continuing Employee any right to continue in the continued employment employ or service of any person orParent, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking or any action affiliate of Parent, or refraining from taking shall interfere with or restrict in any action 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 subsidiaries 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. (f) No later than thirty (30) days prior to the Effective Time, the Company shall deliver to Parent a list of each “disqualified individual” (as defined in Section 280G of the Code) of the Company and the Company 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 have taken be paid to such disqualified individual as a result of any of the Transactions (alone or refrained from takingin 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. (g) 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 of the Company Subsidiaries 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.

Employee Benefits Matters. (a) On and after Except to the Effective Timeextent necessary to avoid duplication of benefits, Parent shall cause the Surviving Corporation shall give Company Employees full credit for purposes of eligibility 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 vesting under 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 maintained by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees any 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, under each employee benefit plan, program, or arrangement of the Parent Subsidiaries in which such employees are eligible to participate for purposes of eligibility such employees' service with the Company and vesting; provided, however, that in no event shall the employees be entitled to any credit its Subsidiaries to the same extent that it would result in a duplication of benefits recognized by the Company and its Subsidiaries immediately prior to the Effective Time. The Surviving Corporation shall (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to the same period of service. (c) If participation and coverage requirements applicable to Company Employees under any welfare plan that such employees of the Surviving Corporation and its subsidiaries become may be eligible to participate in a medicalafter the Effective Time, dental other than limitations 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing waiting periods that are already in this Section 6.8 shall require the continued employment of any person or, effect with respect to clauses (b) such employees and (c) hereof, prevent that have not been satisfied as of the Effective Time under any welfare plan maintained for 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 Employees immediately prior to the Effective Time, could have and (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. (b) The Surviving Corporation shall comply with the terms of all Company Benefit Plans. (c) The Company shall take all such steps as may be reasonably required to cause the transactions contemplated by Article II hereof and any other dispositions of the Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken or refrained from takingin accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Employee Benefits Matters. (a) On From and after the Effective Time, the Parent shall, and shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior to provide, for a period of one year following the Effective Time as provided pursuant Time, to the terms of any compensation arrangements, employment agreements and each employee or director benefit plans (including, without limitation, deferred compensation 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. Parent Subsidiaries (“Company Employees”) a total compensation package (including base salary, annual target bonus opportunity, and other employee benefits, but excluding the Company agree value of equity or other long-term incentive awards) that is substantially comparable, in the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant aggregate, to the terms total compensation package (including base salary, annual target bonus opportunity and other employee benefits, but excluding the value of any individual agreement with any employee, former employee, director equity or former director in effect as of other long-term incentive awards) provided to such employees immediately before the date hereofEffective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Parent shall cause the Surviving Corporation, for the period commencing at and its Subsidiaries providing benefits to any Company Employees after the Effective Time (the “New Plans”), each Company Employee shall, subject to applicable Law and ending on the first anniversary thereofapplicable tax qualification requirements, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees be credited with his or her years 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee any similar Company Employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) the Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees of From and after the Effective Time, the Parent shall, and shall cause the Surviving Corporation and its subsidiaries become eligible to participate in a medicalto, dental or health plan honor all of Parent or its subsidiaries, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans obligations of the Company and its subsidiaries Subsidiaries under the severance and (iichange in control plans and policies set forth in Section 3.14(i) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationCompany Disclosure Schedule, and any payments under those plans and policies will be in lieu of any other severance under plans or policies of Parent, Purchaser or the Surviving Corporation. (d) Nothing in Except with the prior written consent of the Parent, during the period from the date of this Section 6.8 shall require Agreement to the continued employment of any person orEffective Time, with respect to clauses (b) and (c) hereof, prevent the Company and/or shall not (i) make any discretionary contribution to the Surviving Corporation and their subsidiaries from taking Company’s 401(k) plan, other than employer matching contributions at the rate in effect immediately prior to the date of this Agreement, or (ii) make any action or refraining from taking any action which required contribution to the Company’s 401(k) plan in shares. If requested by the Parent in writing, the Company and its subsidiaries shall terminate the Company’s 401(k) plan immediately prior to the Effective Time. (e) Parent and its Subsidiaries shall take and assume all responsibility, could have taken steps, liability and costs necessary to either transfer, or refrained from takingapply for, petitions or applications with the U.S. Department of Homeland Security or the U.S. Department of Labor for employees who are non-immigrant temporary workers or in the process of applying for permanent residence. This includes abiding by the terms and conditions of these petitions and applications, filing any new documents, necessary amendments or withdrawals, and abiding by applicable Law.

Employee Benefits Matters. (a) On From and after the Acceptance Time, the Parent shall, and shall cause the Surviving Corporation to, carry out all employer responsibilities under all Company Employee Plans and all employment, severance and termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Acceptance Time. Subject to the foregoing, for a period of one year following the Effective Time, the Parent shall provide, or shall cause to be provided, to each Company Employee (i) a base salary, commissions, and annual bonus substantially comparable, in the aggregate, to the total cash compensation package (including base salary, commissions and annual bonus, but excluding any equity awards or equity based benefits) provided to each such employee immediately before the Acceptance Time and (ii) other employee benefits (excluding any equity awards or equity based benefits) that are substantially comparable, in the aggregate, to the other benefits provided to such employees immediately before the Acceptance Time. Notwithstanding the foregoing, the Parent shall be entitled to adjust the Company’s sales commission plan to align with the Parent’s sales commission plan after the end of the Parent’s current fiscal year. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under 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 Acceptance Time, to the same extent as such Company Employee was entitled, before the Acceptance 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 Acceptance Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Employee Plan in which such Company Employee participated immediately before the Acceptance Time (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall use its commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Acceptance Time and (B) the Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If any Company Employee (who is not otherwise a party to an employment agreement that provides for severance) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company Severance Practices, the Parent will cause the Surviving Corporation to provide that such Company Employee shall be entitled to severance benefits from the Surviving Corporation that are equal to the greater of (i) the severance benefits that would have been paid under the Company Severance Practices as in existence on the date of this Agreement or (ii) the severance benefits payable under similar circumstances pursuant to a severance plan of the Parent or its Affiliates as may be in effect at such time for similarly situated United States employees of the Parent and its Affiliates and giving effect to the provisions of this Section 6.8. (d) From and after the Acceptance Time, the Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to promptly pay or provide when due honor in accordance with their terms, all compensation contracts, agreements, arrangements, policies, plans and benefits earned through or commitments of the Company and the Subsidiaries of the Company as in effect immediately prior to the Effective Acceptance Time as provided pursuant that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company. (e) The provisions of Sections 6.8(a) through 6.8(c) shall not apply to persons employed by the Company or any of its Subsidiaries outside the United States, it being agreed that such persons shall be treated in accordance with applicable law and the terms of any compensation arrangementscontracts covering them. (f) Unless the Parent provides written notice to the Company that such 401(k) plan(s) shall not be terminated, employment agreements the Company shall terminate any and employee all 401(k) plans maintained by the Company or director benefit plans (includingany ERISA Affiliates, without limitation, deferred compensation plans), programs and policies in existence each case effective as of the day immediately preceding the date hereof for all employees the Company becomes a member of the same Controlled Group of Corporations (and former employeesas defined in Section 414(b) and directors of the Code) as the Parent (and former directorsthe “401(k) Termination Date”). The Company shall provide the Parent evidence that the 401(k) plan(s) of the Company and its subsidiaries. Parent and Subsidiaries have been terminated pursuant to resolutions of the Company agree that Board or the board of directors of its Subsidiaries, as applicable. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as the Parent may reasonably request. If the Company 401(k) plan is terminated hereto as of the 401(k) Termination Date, the Parent shall permit Company Employees to roll over their account balances (including loan notes) to a 401(k) plan of the Parent or an Affiliate of the Parent. (g) Nothing contained in this Agreement shall, or shall be construed so as to, (i) prevent or restrict in any way the right of the Parent or the Surviving Corporation and its subsidiaries shall pay promptly to terminate or provide when due all compensation and benefits required cause to be paid pursuant to terminate the terms employment or service of any individual agreement with any employee, former employeeindependent contractor, director or former director in effect as other service provider of the date hereof. Company or its Subsidiaries in a manner consistent with any applicable individual agreements covering such service providers at any time following the Closing Date; (bii) constitute an amendment or modification of any plan; (iii) create any third party rights in any such current or former service provider of the Company or its Subsidiaries (including any beneficiary or dependent thereof); or (iv) obligate the Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees of or the Surviving Corporation and its subsidiaries (to adopt or maintain any particular plan or program or other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be provided with such compensatory or benefits as shall be required under the terms of arrangement at any applicable collective bargaining agreement; provided, however, that nothing herein shall time or prevent the amendment Parent or termination of the Surviving Corporation from modifying or terminating any specific such plan, program or arrangement, require that the Surviving Corporation provide other compensatory or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or benefits 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 at any credit to the extent that it would result in a duplication of benefits with respect to the same period of servicetime. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On From and after the Effective Time, the Parent shall, and shall cause the Surviving Corporation to, carry out all employer responsibilities under all Company Employee Plans and all employment, severance and termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Effective Time. Subject to the foregoing, for a period of one year following the Effective Time, the Parent shall provide, or shall cause to be provided, to each Company Employee (i) a total compensation package (including base salary, commissions eligibility, target annual bonus and target value of annual equity awards) no less favorable than the total compensation package (including base salary, commissions, annual bonus and value of annual equity awards) provided to such employees immediately before the Effective Time and (ii) other employee benefits that are substantially comparable, in the aggregate, to the other benefits provided to such employees immediately before the Effective Time. Subject to the foregoing, this Section 6.8(a) shall not prevent the Parent, the Surviving Corporation or its Subsidiaries from terminating any Company Employee Plan or any employment, severance or termination plans or agreements following the Effective Time in accordance with their terms. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under 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 Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Employee Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall make commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) the Parent shall make commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such 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. (c) If any Company Employee (who is not otherwise a party to an employment agreement, offer letter or similar agreement or arrangement or any amendment or supplement of any of the foregoing, in each case that provides for a different treatment with respect to severance) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company Severance Practices, the Parent will cause the Surviving Corporation to provide that such Company Employee shall be entitled to severance benefits from the Surviving Corporation that are equal to the greater of (i) the severance benefits that would have been paid under the Company Severance Practices as in existence on the date of this Agreement or (ii) the severance benefits payable under similar circumstances pursuant to a severance plan of the Parent or its Affiliates as may be in effect at such time for similarly situated United States employees of the Parent and its Affiliates and giving effect to the provisions of this Section 6.8. (d) From and after the Effective Time, the Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to promptly pay or provide when due honor in accordance with their terms all compensation contracts, agreements, arrangements, policies, plans and benefits earned through or commitments of the Company and the Subsidiaries of the Company as in effect immediately prior to the Effective Time as provided pursuant that are applicable to the terms of any compensation arrangements, employment agreements and employee current or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all former employees (and former employees) and or directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities Subsidiary of the Company. This Section 6.8(d) of the Company 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 not 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 the Surviving Corporation or interfere its Subsidiaries from terminating such contracts, agreements, arrangements, policies, plans or commitments following the Effective Time in accordance with the Surviving Corporation's right or obligation to 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, 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 servicetheir terms. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (de) Nothing in this Section 6.8 shall require the continued be construed as (i) conferring any legal rights upon any Company Employee for continuation of employment of any person orby Parent, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking or its Subsidiaries, (ii) amending any action Company Employee Plan or refraining from taking (iii) conferring upon any action which the Company and its subsidiaries prior to the Effective Time, could have taken Employee any rights or refrained from takingremedies.

Employee Benefits Matters. (a) On From and after the Merger Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Plans, compensation arrangements and its subsidiaries to promptly pay or provide when due all compensation agreements and benefits earned through or prior to employment, severance and termination plans and agreements in accordance with their terms as in effect immediately before the Merger Effective Time. For a period of one year following the Merger 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“Benefits Continuation Period”), programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Parent shall provide, or shall cause to be provided, to each employee of the Company and its subsidiaries. Parent and the Company agree Subsidiaries (“Company Employees”) (i) a base salary and annual bonus and commission opportunity no less favorable than the base salary and annual bonus and commission opportunity provided to such employees immediately before the Merger Effective Time and (ii) employee benefits that are substantially comparable, in the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant aggregate, to the terms of any individual agreement with any employee, former employee, director or former director in effect as of benefits provided to such employees immediately before the date hereofMerger Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 providing benefits to any Company Employees after the Merger Effective Time (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant “New Plans”), each Company Employee shall, subject to the plansapplicable Law and applicable tax qualification requirements, programs and arrangements (other than those related to the equity securities be credited with his or her years of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Merger Effective Time, to the same extent as such service Company Employee was credited entitled, before the Merger Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Merger Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to the Plan in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under Old Plan of the Company or its subsidiaries in which such Company Employee participated immediately prior to the Merger Effective Time and (B) Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees of the Surviving Corporation and its subsidiaries become eligible With respect 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 annual bonus arrangements for conditions Company Employees who are not covered under the applicable medical, health or dental by commission plans of the Company for fiscal year 2007, the Company shall determine for each Company Employee a pro-rata portion (the “Pro-Rata Payments”) of his or her target annual bonus (determined as if all performance targets have been met) for fiscal year 2007 multiplied by a fraction, the numerator of which is the number of days in calendar year 2007 prior to the Closing Date, the denominator of which is 365. Following the Closing Date, Parent agrees to continue the annual bonus arrangements for Company Employees for fiscal year 2007 in accordance with their terms for the remainder of fiscal year 2007; provided that each Company Employee who is employed as of the Effective Time and its subsidiaries and either (iiA) honor any deductible and out continues in employment as of pocket expenses incurred December 31, 2007 or (B) ceases employment prior to December 31, 2007 due to a termination by the employees Company without good cause shall be entitled upon the completion of fiscal year 2007 to a bonus payment under the applicable bonus plan equal to at least the employee’s applicable Pro-Rata Payment. All annual bonus arrangements for Company Employees for fiscal year 2006 that have not been paid prior to the date hereof will be paid in accordance with their terms. The bonus plans for fiscal years 2006 and their beneficiaries under such plans during 2007 (including the portion Pro-Rata Payments) 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 calendar year prior transactions contemplated by this Agreement) or any non-recurring charges that would not reasonably be expected to such participationhave been incurred had the transactions contemplated by this Agreement not been anticipated or occurred, and bonus amounts for the 2006 and 2007 fiscal years shall not be subject to negative discretion by the administrator for the bonus plans (except to the extent that negative discretion, if any, has historically been applied with respect to any employee or is clearly appropriate under the design of the bonus arrangement). (d) Nothing in this Section 6.8 Parent and Purchaser shall, and following the Merger Effective Time shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or cause the Surviving Corporation and their subsidiaries from taking any action to, take all actions necessary or refraining from taking any action which advisable to implement the employee retention arrangements contemplated in Section 8.04(d) of the Company and its subsidiaries prior Disclosure Schedule. (e) Prior to the Merger Effective Time, could have taken the Company Board, or refrained from takingan 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 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 Company Stock Options to acquire Company Common Shares (or Company Common Shares acquired upon the vesting of any Company Stock Awards) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

Employee Benefits Matters. (a) On Effective as of the Effective Time and after for a period of no less than one (1) year thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee of the Company and/or the Company Subsidiaries who continues to be employed by the Parent or the Surviving Corporation or any Subsidiary thereof (the “Continuing Employees”), (i) base salaries or wage levels, as applicable, and target cash incentive opportunities that, in each case, are no less favorable than those that were provided to the Continuing Employees by the Company and the Company Subsidiaries as of immediately prior to the Effective Time and (ii) employee benefits that are comparable in the aggregate to (A) employee benefits (excluding equity incentive benefits) provided to such Continuing Employees by the Company and the Company Subsidiaries as of immediately prior to the Effective Time or (B) employee benefits provided to similarly-situated employees of Parent or any affiliate of Parent. 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 and its subsidiaries to, provide severance benefits to promptly pay or provide when due all compensation and benefits earned through or prior any Continuing Employee who is terminated without cause at a level equal 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 greater of the date hereof for all employees level (and former employeesx) and directors (and former directorsset forth in Section 7.8(a) of the Company Disclosure Letter and its subsidiaries. (y) applicable to similarly situated employees of 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 hereofParent Subsidiaries. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements Each Continuing Employee shall be provided credited with such benefits as shall be required under the terms his or her years 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Effective Time for purposes of determining vesting and eligibility (but for not benefit entitlement or accruals) under the employee benefit plans of Parent and Parent Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”)), to the same extent as such service Continuing Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Company Benefit Plan in which such employees are Continuing Employee participated or was eligible to participate for purposes of eligibility and vesting; immediately prior to the Effective Time, provided, however, that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) Parent shall use commercially reasonable efforts to provide that each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to a Company Benefit Plan in which such Continuing Employee participated immediately before the Effective Time and no longer participates after the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of service. each New Plan providing welfare benefits (c) If employees of the Surviving Corporation and its subsidiaries become eligible to participate in a including medical, dental dental, pharmaceutical or health plan of Parent or its subsidiariesvision benefits) to any Continuing Employee, Parent shall cause use commercially reasonable efforts to provide that all pre-existing condition exclusions and actively-at-work requirements of such plan New Plan to (i) waive any preexisting condition limitations be waived for such employee and his or her covered dependents, unless such conditions covered would not have been waived under the applicable medical, health or dental comparable plans of the Company and or its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under Subsidiaries in which such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 employee participated immediately prior to the Effective Time, could and Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) 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. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 7.8 shall (i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan of Parent or any Parent Subsidiary, or (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). (d) If requested by Parent at least ten (10) days prior to the Closing Date, the Company shall use reasonable best efforts to terminate, or, with respect to any Company Benefit Plan that is a multiple employer welfare arrangement, cease participation in, any broad-based Company Benefit Plan, to be effective (i) with respect to any plan intended to be qualified under Section 401(a) of the Code, no later than the day immediately prior to the Closing Date, and (ii) any other Company Benefit Plans, no later than the Effective Time, or, with respect to with respect to any Company Benefit Plan that is a multiple employer welfare arrangement, the soonest date possible following the Closing Date, in each case, in accordance with terms of such plan, the participation agreement, if any, and applicable Law. All resolutions, notices or other documents issued, adopted or executed in connection with the implementation of this Section 7.8(d) shall be subject to Parent’s prior review and approval. (e) The Company shall provide Parent with a copy of all formal written communications to the officers or employees of the Company and the Company Subsidiaries pertaining to compensation or benefit matters that are affected by this Agreement, and Parent shall have taken or refrained from takinga reasonable period of time to review and comment on each such communication. The Company shall reasonably consider and incorporate into any such communication any comments provided by Parent. Any group oral presentations with respect to the above shall be materially consistent with such formal written communications.

Employee Benefits Matters. (a) On From and after the Effective Time, the Parent shall, and shall cause the Company (including the Surviving Corporation) to, carry out all employer responsibilities under all Company Employee Plans in accordance with their terms as in effect immediately before the Effective Time. For a period of one year following the Effective Time, the Parent shall provide, or shall cause to be provided, to each Company Employee (i) a base salary, commission opportunities, annual bonus opportunities and the value of annual equity awards no less favorable in the aggregate than the total compensation package (including base salary, commission opportunities, annual bonus opportunities and value of annual equity awards) provided to such Company Employee immediately before the Effective Time and (ii) other employee benefits that are substantially comparable, in the aggregate, to the other benefits provided to such Company Employee immediately before the Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under 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 Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or for purposes of benefit accrual under any defined benefit plan. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Company Employee Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) the Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such 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. (c) If any Company Employee (who is not otherwise a party to an employment agreement providing for severance benefits) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company Severance Practices, the Parent will cause the Surviving Corporation to provide that such Company Employee shall be entitled to severance benefits from the Surviving Corporation that are equal to the severance benefits that would have been paid under the Company Severance Practices as in existence on the date of this Agreement. (d) From and after the Effective Time, the Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to promptly pay or provide when due assume in accordance with their terms, all compensation contracts, agreements, arrangements, policies, plans and benefits earned through or commitments of the Company and the Subsidiaries of the Company as in effect immediately prior to the Effective Acceptance Time as provided pursuant that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company. (e) The provisions of Sections 6.8(a) through 6.8(c) shall not apply to persons employed by the Company or any of its Subsidiaries outside the United States, it being agreed that such persons shall be treated in accordance with applicable law and the terms of any compensation arrangementscontracts covering them. (f) At the request of the Parent made at least five (5) Business Days prior to the Closing Date, employment agreements the Company shall take all steps necessary to terminate the Cynosure, Inc. 401(k) Plan and employee or director benefit plans any and all of the Company Employee Plans that are intended to be qualified within the meaning of Sections 401(a) and 401(k) of the Code (includingsuch plans, without limitation, deferred compensation plansthe “Company 401(k) Plans”), programs and policies in existence with such termination to be effective as of the date hereof for all employees day immediately prior to the Closing Date and reflected in the resolutions of the Company Board (the form and former employeessubstance of which resolutions shall be subject to the prior review and approval of the Parent). In connection with the termination of the Company 401(k) and directors Plans, the Parent shall use commercially reasonable efforts to permit each Company Employee to make rollover contributions of “eligible rollover distributions” (and former directorswithin the meaning Section 401(a)(31) of the Company and its subsidiaries. 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 Code), in an amount equal to the terms full account balance distributed or distributable to such Company Employee from each Company 401(k) Plan, including, subject to vendor’s capabilities and procedures, notes evidencing any outstanding loans, from such Company 401(k) Plan to a Parent 401(k) plan that is qualified within the meaning of any individual agreement with any employee, former employee, director or former director in effect as Sections 401(a) and 401(k) of the date hereofCode. (bg) Parent Without limiting Section 10.4, nothing in this Agreement shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, confer upon any Company Employee any right to provide employee benefits under plans, programs and arrangements which, continue in the aggregate, will provide benefits to the employees employ or service 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or any Affiliate of the Parent, or shall interfere with or restrict in any way the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees rights of the Parent, 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, 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 Affiliate of Parent to discharge or its subsidiariesterminate the services of any Company Employee at any time for any reason whatsoever, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health with or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) without cause. Nothing in this Section 6.8 shall require the continued employment (i) be deemed or construed to be an amendment or other modification of any person orCompany Employee Plan or employee benefit plan of the Parent or any of its Affiliates, with respect to clauses or (bii) and (c) hereof, prevent create any third-party rights in any current or former service provider of the Company and/or the Surviving Corporation and their subsidiaries from taking or its Affiliates (or any action beneficiaries or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingdependents thereof).

Employee Benefits Matters. (a) On Except as otherwise provided in this Section 5.5, (i) each of the Xxxx-XxXxx Plans and Oryx Plans and other employment arrangements in effect on the date hereof (or as amended or established in accordance with or as permitted by this Agreement) shall be maintained in effect by the Surviving Corporation from and after the Effective Time with respect to the employees, former employees, directors or former directors of Xxxx-XxXxx and its Subsidiaries, and Oryx and its Subsidiaries, respectively, who are covered by such Benefit Plans immediately prior to the Effective Time, and the Surviving Corporation shall assume as of the Effective Time each Oryx Plan maintained by Oryx immediately prior to the Effective Time and perform such Benefit Plan in the same manner and to the same extent that Oryx would be required to perform thereunder, and (ii) except as may be expressly provided in a valid written waiver voluntarily signed by an affected employee, from and after the Effective Time the Surviving Corporation will honor all Oryx Plans, including all employment, change-in-control, severance, termination, consulting and unfunded retirement or benefit agreements (including any obligations arising from the Merger constituting a "change of control" or "corporate change" thereunder, as applicable), in accordance with the terms thereof, without offset, deduction, counterclaim, interruption or deferment (other than offsets, deductions, counterclaims, interruptions or deferments (x) permitted by the applicable Oryx Plan, (y) to comply with income or payroll tax withholding obligations, or (z) under other applicable law); provided, however, that, except as provided under applicable law, nothing contained in this Section 5.5(a) shall limit the Surviving Corporation from exercising any reserved right contained in any such Xxxx-XxXxx Plan or Oryx Plan or any other right which Xxxx-XxXxx or Oryx had prior to the Effective Time, or which the Surviving Corporation has after the Effective Time, Parent to amend, modify, suspend, revoke or terminate any such Benefit Plan. Without limiting the foregoing, (i) each participant in any Xxxx-XxXxx Plan or Oryx Plan shall cause the Surviving Corporation receive credit for purposes of eligibility to participate, vesting and its subsidiaries eligibility to promptly pay or provide when due all compensation and receive benefits earned through or prior to the Effective Time (such as provided pursuant to the terms higher rates 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 hereof matching contributions for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at service after the Effective Time and ending eligibility for early retirement) under any Benefit Plan of the Surviving Corporation or any of its Subsidiaries or affiliates for service credited for the corresponding purpose under such Benefit Plan made available to such participant, but not for purposes of benefit accrual under any defined benefit pension plan unless the participant's accrued benefit liability related to such service is transferred to such defined benefit pension plan; provided, however, that such crediting of service shall not operate to cause any such Benefit Plan to fail to comply with the applicable provisions of the Code and ERISA, and (ii) with respect to any group health Benefit Plan of the Surviving Corporation or any of its Subsidiaries or affiliates made available to Oryx employees or Xxxx-XxXxx employees on or after the first anniversary thereofEffective Time, the Surviving Corporation will cause such Benefit Plan to provide credit for any co-payments or deductibles by such employees for the remainder of the coverage period during which such Benefit Plan replaces an Oryx Plan or Xxxx-XxXxx Plan, as the case may be, and to waive all pre-existing condition exclusions and waiting periods that would not have applied to such employees under the applicable Oryx Plan or Xxxx-XxXxx Plan immediately prior to the availability of the replacement Benefit Plan. Xxxx-XxXxx and Oryx will cooperate on and after the date hereof to develop appropriate employee benefits under benefit plans, programs and arrangements whicharrangements, in the aggregateincluding but not limited to, will provide benefits to the executive and incentive compensation, stock option and supplemental executive retirement plans, for employees and directors of the Surviving Corporation and its subsidiaries Subsidiaries from and after the Effective Time. However, no provision contained in this Section 5.5 shall be deemed to constitute an employment contract between the Surviving Corporation and, or otherwise confer any rights upon, any individual, or constitute a waiver of the Surviving Corporation's right to amend, modify, limit or restrict the employment of, or to discharge, any employee at any time, with or without cause. (other than employees covered by a collective bargaining agreementb) which are no less favorable During the period from the Effective Time until December 31, 1999, the Surviving Corporation shall maintain or cause to be maintained Benefit Plans for the benefit of employees, former employees, directors and former directors of Oryx and its Subsidiaries providing benefits that, in the aggregate than those provided pursuant aggregate, are substantially comparable to the plans, programs and arrangements (other than those related to benefits provided under the equity securities of the Company) of the Company and its subsidiaries Oryx Plans that are 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 agreementhereof; 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medicalOryx Plans which are defined benefit pension plans shall be maintained without amendment through December 31, health or dental plans of the Company and its subsidiaries 1999 (other than amendments required by law) and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries except as aforesaid or as provided under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 applicable law, nothing herein contained shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or limit the Surviving Corporation and their subsidiaries from taking exercising any action reserved right contained in any particular Benefit Plan or refraining from taking any action other right which the Company and its subsidiaries Oryx had prior to the Effective Time, could have taken or refrained which the Surviving Corporation has after the Effective Time, to amend, modify, suspend, revoke or terminate any such Benefit Plan. During the period from takingthe Effective Time until December 31, 1999, the Surviving Corporation will not terminate the employment of any individual who was an employee of Oryx immediately prior to the Effective Time without providing a minimum of two weeks' prior written notice to such employee, during which notice period the individual will be treated as an employee of the Surviving Corporation for purposes of all Benefit Plans. (c) The foregoing provisions of this Section 5.5 shall not apply with respect to any employees or former employees covered by any collective bargaining agreements. (d) With respect to Benefit Plans under which Oryx Common Stock is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (other than Oryx Stock Option Plans) (each, an "Oryx Stock Plan"), (i) Oryx shall take such action as may be necessary so that, after the Effective Time, such Oryx Stock Plan shall provide for the issuance or purchase in the open market only of Company Common Stock rather than Oryx Common Stock and otherwise to amend such Oryx Stock Plans to reflect this Agreement, the Reverse Split, the Exchange Ratio and the Merger, and (ii) the Surviving Corporation shall (x) reserve for issuance under such Oryx Stock Plan or otherwise provide a sufficient number of shares of Company Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Oryx Stock Plan, (y) as soon as practicable after the Effective Time, file or amend one or more registration statements under the Securities Act with respect to the shares of Company Common Stock subject to such Oryx Stock Plan to the extent such filing or amendment is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be and (z) cause such shares of Company Common Stock subject to such Oryx Stock Plan to be listed for trading on the NYSE. Unless otherwise agreed to by the parties, Oryx shall use its reasonable best efforts to obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Oryx Stock Plan or other compensation arrangement. (e) Prior to the Effective Time, each of Xxxx-XxXxx and Oryx will take the actions set forth in Exhibit 5.5(e) with respect to its Benefit Plans. No such action will constitute a breach of any other provision hereof.

Employee Benefits Matters. (a) On For a period ending not earlier than December 31, 2017 (or, if the Closing Date occurs after March 31, 2017, for a period of not less than 12 months after the Closing Date), Parent shall, or shall cause its Affiliates (including the Surviving Company) to, provide each Continuing Employee with (i) a base salary or wage or commission rate, in each case, at least equal to the base salary or wage or commission rate provided to such Continuing Employee immediately prior to the Closing Date (except as otherwise may be agreed upon by any Continuing Employee), (ii) severance pay and after benefits no less favorable than the severance pay and benefits provided to such Continuing Employee immediately prior to the Closing Date and (iii) other compensation, fringe benefits and employee benefits (other than defined benefit pension benefits and retiree health and welfare benefits) that are substantially comparable in the aggregate to the other compensation, fringe benefits and employee benefits (other than defined benefit pension benefits and retiree health and welfare benefits, if any) provided to such Continuing Employee immediately prior to the Closing Date. Parent agrees to honor, or shall cause its Affiliates (including the Surviving Company) to honor and assume, the contractual obligations of the Acquired Companies under the provisions of each Company Plan as such plan or agreement relates to each Continuing Employee. Notwithstanding the foregoing, no provision of this Section 5.8(a) is intended to prevent Parent or any of its Affiliates (including the Surviving Company) from amending or terminating any such Company Plan in accordance with its terms. (b) Following the Effective Time, Parent shall, or shall cause its Affiliates (including the Surviving Corporation Company) to, provide each Continuing Employee with full credit for prior service with the Acquired Companies (as well as service with any predecessor employer) for all purposes under any Parent Employee Plan in which any Continuing Employee is or becomes eligible to participate on or after the Closing Date, including for purposes of eligibility, vesting, level of benefits (including for purposes of vacation and its subsidiaries severance) and benefit accruals (but not for benefit accrual purposes under any defined benefit plan of any of the Parent Companies or for purposes of determining eligibility for retiree health and welfare benefits), in each case, (i) to promptly pay or provide when due all compensation and benefits earned through or the extent such service was recognized by any Acquired Company prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements Closing and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employeesii) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be provided with except where 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 benefits. For the same period avoidance of service. (c) If employees of the Surviving Corporation and its subsidiaries become doubt, no Continuing Employee shall be retroactively eligible to participate in a medicalany Parent Employee Plan, dental including any such Parent Employee Plan that was frozen prior to the Effective Time. With respect to the relevant health and welfare benefit plans in which each Continuing Employee (and his or health plan of Parent or its subsidiariesher eligible dependents) is eligible to participate from and after the Closing Date, Parent shall, or shall cause such plan to its Affiliates (including the Surviving Company) to, (i) waive any preexisting condition limitations for conditions covered or exclusions on benefits relating to pre-existing conditions, actively-at-work requirements, waiting periods and similar limitations and requirements to the same extent such limitations, exclusions and requirements would not have been applicable to such Continuing Employee (or his or her eligible dependents) under the applicable medical, health or dental plans terms of any comparable plan of the Company and its subsidiaries Acquired Companies and (ii) honor any deductible recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and out of pocket similar expenses incurred by the employees each Continuing Employee (and their beneficiaries under such plans his or her eligible dependents) during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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.Closing Date occurs for purposes of satisfying

Employee Benefits Matters. (a) On and after the Effective Time, Parent shall cause assume, honor and fulfill all of the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time date of this Agreement or as provided subsequently amended as permitted pursuant to the terms of any compensation arrangements, employment agreements such Company Benefit Plans and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as this Agreement. As a result of the date hereof for all Mergers, each of the current employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. Subsidiaries shall become employees of Parent and its Subsidiaries (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 “Continuing Employees”) by operation of any individual agreement with any employee, former employee, director or former director in effect Law. Effective as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the First Effective Time and ending on for a period of twelve (12) months thereafter, Parent shall (x) maintain the first anniversary thereofaggregate total compensation opportunity (i.e., base salary, base hourly wage and target cash bonus opportunity) of each Continuing Employee, and (y) 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 agreementseverance and equity compensation) which are no less favorable in the aggregate than those provided pursuant to the benefits (other than severance and equity compensation) under the employee benefit plans, programs and arrangements (other than those related for the benefit of such Continuing Employee and his or her dependents and beneficiaries, that the Company or its Subsidiaries provided to such Continuing Employee immediately prior to the equity securities First Effective Time. Effective as of the First Effective Time and thereafter, Parent shall provide that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of 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 Company 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; providedContinuing Employees, howeverincluding vacation or other paid-time-off plans or arrangements, 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 including the Company, under each employee benefit ’s U.S. “open vacation plan, program, ,” 401(k) and any severance or arrangement of the Parent in which such employees are eligible to participate health or welfare plans (other than for purposes of eligibility and vesting; provided, however, that in no event shall the employees be entitled to determining any credit to the extent that it accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits benefits). (b) Effective as of the First Effective Time and thereafter, Parent shall use commercially reasonable efforts to (i) ensure that no eligibility waiting periods, actively-at-work requirements or pre-existing condition limitations or exclusions shall apply with respect to the same period Continuing Employees under the applicable health and welfare benefits plan of serviceParent or any affiliate of Parent (except to the extent applicable under Company Benefit Plans immediately prior to the First 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 Benefit Plans immediately prior to the First 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 Mergers 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 First Effective Time, any personal, sick, vacation or other paid-time-off accrued but unused by such Continuing Employee immediately prior to the First Effective Time. (c) If employees If, at least ten (10) business days prior to the First Effective Time, Parent provides written notice to the Company directing the Company to terminate its 401(k) plan(s), the Company shall terminate any and all 401(k) plans effective as of the Surviving Corporation and its subsidiaries become day immediately preceding the day on which the First Effective Time occurs (the “401(k) Termination Date”). In the event that Parent requests that such 401(k) plan(s) be terminated, the Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Company’s Board of Directors at least two (2) business days prior to the day on which the First Effective Time occurs. If the Company 401(k) Plan is terminated pursuant to this Section 7.7(c), then as soon as practicable following the 401(k) Termination Date, Parent shall permit all Continuing Employees who were 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii401(k) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and shall permit each such participationContinuing Employee to elect to transfer his or her account balance when distributed from the terminated Company 401(k) plan, including any outstanding participant loans, to Parent’s 401(k) plan, except to the extent accepting such transfers would adversely affect the tax-qualified status of Parent’s 401(k) plan or as may be prohibited by Parent’s 401(k) plan. (d) In the event that the employment of any Continuing Employee serving in a public company finance, public company legal or public company investor relations role shall be terminated without cause at any time during the six (6)-month period following the First Effective Time, such employee shall be entitled to receive, in lieu of any other severance, (i) continued base salary for three (3) months and an amount in cash equal to the employer portion of health care premiums for three months, or, (ii) if greater, the severance benefits such individual would be entitled to receive pursuant to the table set forth on Exhibit A to Schedule 6.1, subject, in either case, to execution of a customary release of claims against Parent, the Company and their Affiliates; provided that this provision shall not apply to any Continuing Employee who is entitled to severance under an individual employment agreement. (e) Nothing in this Section 6.8 Agreement shall require confer upon any Continuing Employee any right to continue in the continued employment employ or service of Parent or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any person orContinuing Employee at any time for any reason whatsoever, with respect or without cause, except to clauses (b) and (c) hereofthe extent expressly provided otherwise in a written agreement between Parent, prevent the Company and/or or any affiliate of Parent and the Surviving Corporation and their subsidiaries from taking Continuing Employee or any action severance, benefit or refraining from taking other applicable plan or program covering such Continuing Employee. Notwithstanding any action which 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 any Company Benefit Plan or employee benefit plan of Parent or Purchaser or (ii) create any third party rights in any current or former service provider of the Company and or its subsidiaries prior to the Effective Time, could have taken affiliates (or refrained from takingany beneficiaries or dependents thereof).

Employee Benefits Matters. (a) On and after For a period of one year following the Merger Effective TimeTime (or such shorter period as provided in any applicable agreement), Parent shall provide, or shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior be provided, to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and each current employee or director benefit plans (including, without limitation, deferred compensation 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. Parent and the Company agree Subsidiaries (“Company Employees”) to the extent they remain employed during such period (i) compensation (including base salary or wages and incentive compensation opportunities), that, in the aggregate, is no less favorable than the compensation (including base salary or wages and incentive compensation opportunities) provided to Company Employees immediately before the Merger Effective Time and (ii) employee benefits that are no less favorable, in the Surviving Corporation aggregate, than the benefits provided to Company Employees immediately before the Merger Effective Time; provided, however, this obligation to provide comparable compensation opportunities and its subsidiaries benefits shall pay promptly or not include any obligation to provide when due all compensation and benefits required similar to be paid pursuant to those provided under the terms of any individual agreement with any employeeEmployee Stock Purchase Plan, former employeedefined benefit pension, director or former director in effect as of the date hereofdeferred compensation and retiree welfare benefit plans. (b) For purposes of eligibility and vesting (but not benefit accrual or retiree welfare benefits) under the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 providing benefits to any Company Employees after the Merger Effective Time (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant “New Plans”), each Company Employee shall, subject to the plansapplicable Law and applicable tax qualification requirements, programs and arrangements (other than those related to the equity securities be credited with his or her years of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Merger Effective Time, to the same extent as such service Company Employee was credited entitled, before the Merger Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Merger Effective Time; provided, however, that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period of service. (c) If employees extent coverage under such New Plan is comparable to the Plan in which such Company Employee participated immediately before the consummation of the Surviving Corporation Merger (such plans, collectively, the “Old Plans”), and its subsidiaries become eligible to participate in a (ii) (A) for purposes of each New Plan providing medical, dental dental, pharmaceutical or health plan of Parent or its subsidiariesvision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such plan New Plan to (i) waive any preexisting condition limitations for conditions covered be waived, to the extent permitted under the applicable medicalNew Plans, health for such Company Employee and his or dental plans her covered dependents, unless such conditions would not have been waived under Old Plan of the Company and its subsidiaries or Company Subsidiaries in which such Company Employee participated immediately prior to the Merger Effective Time and (iiB) honor Parent shall cause any deductible and out of pocket eligible expenses incurred by the employees such employee and their beneficiaries under such plans his or her covered dependents during the portion of the calendar plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan, to the extent permitted under each New Plan, for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (i) With respect to annual bonus arrangements for Company Employees who are covered by the 2008 Annual Incentive Plan for Executive Employees (the “Executive Plan”) for fiscal year 2008, the Company shall pay each eligible Company Employee 25% of his or her target annual bonus (determined as if all performance targets have been met) (the “Pro-Rata Payments”) as soon as practicable following the Closing Date. Following the Closing Date, Parent agrees to continue the Executive Plan in accordance with its terms for the remainder of fiscal year 2008 and based on the budgeted financial targets previously established by the Compensation Committee of the Company for fiscal year 2008; provided, that, any amounts due under the Executive Plan for fiscal year 2008 shall be offset by the Pro-Rata Payments. (ii) With respect to annual bonus arrangement for Company Employees who are covered by the 2008 Annual Incentive Plan for Non-Executive Employees (the “Non-Executive Plan”) for fiscal year 2008, the Company shall pay each eligible Company Employee the Pro-Rata Payments as soon as practicable following the Closing Date. Following the Closing Date, Parent agrees to continue the Non-Executive Plan in accordance with its terms for the remainder of fiscal year 2008 and based on the budgeted financial targets previously established by the Incentive Committee of the Company for the remainder of fiscal year 2008 provided, that, any amounts due under the Non-Executive Plan for fiscal year 2008 shall be offset by the Pro-Rata Payments. (iii) All annual bonus arrangements for Company Employees for fiscal year 2007 that have not been paid prior to such participationthe date hereof will be paid in accordance with their terms. The bonus plans for fiscal years 2007 and 2008 (including the Pro-Rata Payments) shall be calculated without taking into account any expenses or costs associated with or arising as a result of the Transactions (including any expenses or costs related to actions undertaken in anticipation of the Transactions) or any non-recurring charges that would not reasonably be expected to have been incurred had the Transactions not been anticipated or occurred. (d) Nothing in this Section 6.8 shall require Parent and the Company acknowledge and agree that it is their intention to develop mutually acceptable retention arrangements designed to ensure the continued employment services of any person orkey employees of the Company. (e) As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to provide that with respect to clauses the Employee Stock Purchase Plan, (bi) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement; (ii) no purchase period shall be commenced after the date of this Agreement; (iii) each participant’s outstanding right to purchase Company Common Shares under the Employee Stock Purchase Plan shall be suspended immediately following the end of the purchase period in effect on the date of this Agreement or if earlier, each participant’s outstanding right to purchase Company Common Shares under the Employee Stock Purchase Plan shall terminate on the day immediately prior to the day on which the Effective Time occurs; provided that, in either case, all amounts allocated to each participant’s account under the Employee Stock Purchase Plan as of such date shall thereupon be used to purchase from the Company whole shares of Company Common Shares at the applicable price for the then outstanding purchase period; and (civ) 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 Employee Stock Purchase Plan shall terminate immediately prior to the Effective Time. (f) Notwithstanding the foregoing, could have taken nothing contained herein shall (i) be treated as an amendment of any particular Plan, (ii) give any third party any right to enforce the provisions of this Section 8.04 or refrained from taking(iii) require Parent or any of its Affiliates to (A) maintain any particular Plan or (B) retain the employment of any particular employee.

Employee Benefits Matters. (a) On From and after the Effective Time, Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation Corporation) to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Subsidiaries as in effect immediately prior to the Effective Time as provided pursuant that are applicable to the terms of any compensation arrangements, employment agreements and employee current or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Service Provider of the Company and its subsidiariesor any Subsidiary of the Company. Parent and Employees of 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 Subsidiary of the date hereof. Company shall receive credit for purposes of eligibility to participate, vesting and benefit accruals (bother than for purposes of benefit accruals under the Puerto Rico Union Pension Plan) under any employee benefit plan, program or arrangement established or maintained by Parent shall cause or its Subsidiaries (including the Surviving Corporation, ) for the period commencing at service accrued or deemed accrued prior to the Effective Time and ending on with the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) Company or any Subsidiary of the Company and to the same extent such credit was provided by the Company or 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 agreementSubsidiaries; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plansuch benefit. In addition, program Parent shall waive, or arrangementcause to be waived, require that 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 applicable Plans and to the same extent such limitations are waived under any comparable plan of Parent or its Subsidiaries (including the Surviving Corporation provide or permit investment Corporation) and use commercially reasonable efforts to 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 and its Subsidiaries in the securities of calendar year in which the Effective Time occurs. (b) Prior to the Effective Time, Parent, the Company and its Subsidiaries, as applicable, shall fully comply with all notice, consultation, effects bargaining or the Surviving Corporation other bargaining obligations to any labor union, labor organization, or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees group of the Surviving Corporation shall be given credit for all service with employees of the Company and its subsidiaries, Subsidiaries in connection with the Transactions. (c) This Section 6.05 shall be binding upon and shall inure solely to the same extent as such service was credited benefit of each of the parties to this Agreement, and nothing in this Section 6.05, express or implied, is intended to confer upon any other Person (including, for such purpose the avoidance of doubt, any current or former Service Provider of the Company or its Subsidiaries or Parent or its Subsidiaries, or, on or after the Effective Time, the Surviving Corporation, their dependents and beneficiaries) any rights or remedies of any nature whatsoever under or by the Companyreason of this Section 6.05 or is intended to be, under each shall constitute or be construed as, an amendment to or modification of, any employee benefit plan, program, policy, agreement or arrangement of the Company or its Subsidiaries or 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. or its Subsidiaries (c) If employees of including the Surviving Corporation and Corporation). Nothing herein shall be deemed to create any right to employment or continued employment or to a particular term or condition of employment with Parent or its subsidiaries become eligible to participate Subsidiaries (including the Surviving Corporation). Except as specifically provided in a medicalthis Section 6.05(c), dental nothing in this Section 6.05 or health plan any other provision of this Agreement shall limit the ability of Parent or its subsidiaries, Parent shall cause such plan to Subsidiaries (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or including the Surviving Corporation and their subsidiaries from taking Corporation) to amend, modify or terminate any action benefit or refraining from taking compensation plan, program, agreement or arrangement at any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingtime.

Employee Benefits Matters. (a) On and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms (i) the funding obligations arising out of the Merger as set forth in Article II hereof and its subsidiaries to promptly pay or provide when due (ii) 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 (includingall bonus, without limitationretention and severance obligations, deferred compensation plans), programs and policies in existence as of the date hereof for Company or any Subsidiary, all employees (and former employees) and directors (and former directorsof which are listed in Section 6.5(a) of the Company and its subsidiaries. Parent Disclosure Schedule, except as may otherwise be agreed to by the parties thereto, and the Company agree that the Surviving Corporation and its subsidiaries or Parent shall pay promptly or provide when due all compensation and benefits required to be paid pursuant at the Effective Time to the terms of any individual agreement with any employee, former employee, director or former director applicable officers and employees listed in effect as said Section 6.5(a) of the date hereofCompany Disclosure Schedule, any amounts with respect to such agreements and obligations that are payable by their terms at the Effective Time or upon consummation of the Merger. (b) Following the Effective Time, Parent shall cause the Surviving Corporation to provide the employees of the Company and the Subsidiaries who remain employed by Parent, Merger Sub or their subsidiaries after the Effective Time (the “Company Employees”) with either (i) the employee benefits maintained by the Company immediately prior to the Effective Date or (ii) at least the types and levels of employee benefits (including contribution levels) maintained from time to time by Parent or the Surviving Corporation for similarly-situated employees of Parent or the Surviving Corporation. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of the Company Employees with the Company or the Subsidiaries attributable to any period before the Effective Time as service rendered to Parent or the Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits, including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, treat any Company Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Parent or the Surviving Corporation for a pre-existing medical condition. Notwithstanding anything herein to the contrary, the Company acknowledges that, in accordance with Parent’s policies applicable to all employees of Parent and its subsidiaries, each Company Employee will be required to submit to a drug test and background check immediately subsequent to the Closing and the results of such drug test and background check will be satisfactory to the Parent in order for such Company Employee to continue employment with the Company. Parent shall, and shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure 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, 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 serviceresults. (c) If employees of After the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiariesEffective Time, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action to honor all obligations which the Company and its subsidiaries accrued prior to the Effective Time, could have taken or refrained from takingTime under the Plans.

Employee Benefits Matters. (a) On From and after the Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Company Employee Plans and its subsidiaries to promptly pay or provide when due all compensation employment, severance and benefits earned through or prior to termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Acceptance Time. For a period of one year following the Effective Time as provided pursuant Time, Parent shall provide, or shall cause to the terms of any compensation arrangementsbe provided, employment agreements and to each employee or director benefit plans (including, without limitation, deferred compensation 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. Parent and the Company agree Subsidiaries ("Company Employees") (i) a base salary, annual bonus and commission opportunity no less favorable than provided to such employees immediately before the Effective Time and (ii) employee benefits (excluding equity and equity based compensation) that are substantially comparable, in the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant aggregate, to the terms of any individual agreement with any employee, former employee, director or former director in effect as of benefits provided to such employees immediately before the date hereofEffective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent shall cause and the Surviving Corporation, for the period commencing at Company Subsidiaries providing benefits to any Company Employees after the Effective Time (the "New Plans"), each Company Employee shall, subject to applicable Law and ending on the first anniversary thereofapplicable tax qualification requirements, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees be credited with his or her years 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee any similar Company Employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the "Old Plans"), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or the Company Subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees any Company Employee (who is not otherwise a party to an Employment Agreement) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company's severance practices (the "Company Severance Practices"), Parent will cause the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiaries, Parent provide that such Company Employee shall cause such plan be entitled to (i) waive any preexisting condition limitations for conditions covered severance benefits from the Surviving Corporation that are equal to the severance benefits that would have been paid under the applicable medicalCompany Severance Practices as in existence on the date of this Agreement, health a copy of (or dental plans summary of the Company and its subsidiaries and (iior guidelines of) honor any deductible and out each of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior which has been made available to such participationParent. (d) Nothing in this Section 6.8 Parent shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or cause the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which to pay to Company Employees bonus payments under the Company's 2008 Success Sharing Bonus Plan as set forth in Section 6.2(d) of the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingDisclosure Letter.

Employee Benefits Matters. (a) On Except as otherwise provided in this Section 5.5, (i) each of the Kerr-McGee Plans and Oryx Plans and other employment arrangements in effect on the date xxxxxx (or as amended or established in accordance with or as permitted by this Agreement) shall be maintained in effect by the Surviving Corporation from and after the Effective Time with respect to the employees, former employees, directors or former directors of Kerr-McGee and its Subsidiaries, and Oryx and its Subsidiaries, respectively, who are cxxxxxx xx such Benefit Plans immediately prior to the Effective Time, and the Surviving Corporation shall assume as of the Effective Time each Oryx Plan maintained by Oryx immediately prior to the Effective Time and perform such Benefit Plan in the same manner and to the same extent that Oryx would be required to perform thereunder, and (ii) except as may be expressly provided in a valid written waiver voluntarily signed by an affected employee, from and after the Effective Time the Surviving Corporation will honor all Oryx Plans, including all employment, change-in-control, severance, termination, consulting and unfunded retirement or benefit agreements (including any obligations arising from the Merger constituting a "change of control" or "corporate change" thereunder, as applicable), in accordance with the terms thereof, without offset, deduction, counterclaim, interruption or deferment (other than offsets, deductions, counterclaims, interruptions or deferments (x) permitted by the applicable Oryx Plan, (y) to comply with income or payroll tax withholding obligations, or (z) under other applicable law); provided, however, that, except as provided under applicable law, nothing contained in this Section 5.5(a) shall limit the Surviving Corporation from exercising any reserved right contained in any such Kerr-McGee Plan or Oryx Plan or any other right which Kerr-McGee or Oryx had prior to txx Xxxxxxxve Time, or which the Surviving Corporation xxx xxxxx the Effective Time, to amend, modify, suspend, revoke or terminate any such Benefit Plan. Without limiting the foregoing, (i) each participant in any Kerr-McGee Plan or Oryx Plan shall receive credit for purposes of eligibility to particxxxxx, xxxting and eligibility to receive benefits (such as higher rates of matching contributions for service after the Effective Time and eligibility for early retirement) under any Benefit Plan of the Surviving Corporation or any of its Subsidiaries or affiliates for service credited for the corresponding purpose under such Benefit Plan made available to such participant, but not for purposes of benefit accrual under any defined benefit pension plan unless the participant's accrued benefit liability related to such service is transferred to such defined benefit pension plan; provided, however, that such crediting of service shall not operate to cause any such Benefit Plan to fail to comply with the applicable provisions of the Code and ERISA, and (ii) with respect to any group health Benefit Plan of the Surviving Corporation or any of its Subsidiaries or affiliates made available to Oryx employees or Kerr-McGee employees on or after the Effective Time, Parent shall cause the Surviving Corporation will cauxx xxxx Xxnefit Plan to provide credit for any co- payments or deductibles by such employees for the remainder of the coverage period during which such Benefit Plan replaces an Oryx Plan or Kerr-McGee Plan, as the case may be, and its subsidiaries to promptly pay waive all pre-existing condition exclusions xxx xxxxxng periods that would not have applied to such employees under the applicable Oryx Plan or provide when due all compensation and benefits earned through or Kerr-McGee Plan immediately prior to the Effective Time as provided pursuant to availability of the terms of any compensation arrangements, employment agreements replacement Benefit Plan. Xxxx-XxXxe and employee or director benefit plans (including, without limitation, deferred compensation plans), programs Oryx will cooperate on and policies in existence as of after the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under develop appropriate xxxxxxxx xenefit plans, programs and arrangements whicharrangements, in the aggregateincluding but not limited to, will provide benefits to the executive and incentive compensation, stock option and supplemental executive retirement plans, for employees and directors of the Surviving Corporation and its subsidiaries Subsidiaries from and after the Effective Time. However, no provision contained in this Section 5.5 shall be deemed to constitute an employment contract between the Surviving Corporation and, or otherwise confer any rights upon, any individual, or constitute a waiver of the Surviving Corporation's right to amend, modify, limit or restrict the employment of, or to discharge, any employee at any time, with or without cause. (other than employees covered by a collective bargaining agreementb) which are no less favorable During the period from the Effective Time until December 31, 1999, the Surviving Corporation shall maintain or cause to be maintained Benefit Plans for the benefit of employees, former employees, directors and former directors of Oryx and its Subsidiaries providing benefits that, in the aggregate than those provided pursuant aggregate, are substantially comparable to the plans, programs and arrangements (other than those related to benefits provided under the equity securities of the Company) of the Company and its subsidiaries Oryx Plans that are 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 agreementhereof; 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medicalOryx Plans which are defined benefit pension plans shall be maintained without amendment through December 31, health or dental plans of the Company and its subsidiaries 1999 (other than amendments required by law) and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries except as aforesaid or as provided under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 applicable law, nothing herein contained shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or limit the Surviving Corporation and their subsidiaries from taking exercising any action reserved right contained in any particular Benefit Plan or refraining from taking any action other right which the Company and its subsidiaries Oryx had prior to the Effective Time, could have taken or refrained which the Surviving Corporation has after the Effective Time, to amend, modify, suspend, revoke or terminate any such Benefit Plan. During the period from takingthe Effective Time until December 31, 1999, the Surviving Corporation will not terminate the employment of any individual who was an employee of Oryx immediately prior to the Effective Time without providing a minimum of two weeks' prior written notice to such employee, during which notice period the individual will be treated as an employee of the Surviving Corporation for purposes of all Benefit Plans. (c) The foregoing provisions of this Section 5.5 shall not apply with respect to any employees or former employees covered by any collective bargaining agreements. (d) With respect to Benefit Plans under which Oryx Common Stock is required to be used for purposes of the payment of benefits, grant of awards or exercise of options (other than Oryx Stock Option Plans) (each, an "Oryx Stock Plan"), (i) Oryx shall take such action as may be necessary so that, after the Effective Time, such Oryx Stock Plan shall provide for the issuance or purchase in the open market only of Company Common Stock rather than Oryx Common Stock and otherwise to amend such Oryx Stock Plans to reflect this Agreement, the Reverse Split, the Exchange Ratio and the Merger, and (ii) the Surviving Corporation shall (x) reserve for issuance under such Oryx Stock Plan or otherwise provide a sufficient number of shares of Company Common Stock for delivery upon payment of benefits, grants of awards or exercise of options under such Oryx Stock Plan, (y) as soon as practicable after the Effective Time, file or amend one or more registration statements under the Securities Act with respect to the shares of Company Common Stock subject to such Oryx Stock Plan to the extent such filing or amendment is required under applicable law and use its best efforts to maintain the effectiveness of such registration statement(s) (and the current status of the prospectuses contained therein or related thereto) so long as such benefits, grants or awards remain payable or such options remain outstanding, as the case may be and (z) cause such shares of Company Common Stock subject to such Oryx Stock Plan to be listed for trading on the NYSE. Unless otherwise agreed to by the parties, Oryx shall use its reasonable best efforts to obtain any shareholder approvals that may be necessary for the deduction of any compensation payable under any Oryx Stock Plan or other compensation arrangement. (e) Prior to the Effective Time, each of Kerr-McGee and Oryx will take the actions set forth in Exhibit 5.5(e) with respect to its Benefit Plans. No such action will constitute a breach of any other provision hereof.

Employee Benefits Matters. (a) On The Surviving Corporation shall honor the terms of all employment agreements and after pay or provide the benefits required thereunder in accordance with their terms, recognizing that the consummation of the transactions contemplated hereby will constitute a “change in control” for purposes of any of the employment agreements and Plans that include a definition of “change in control”. (b) With respect to employees of the Company and the Subsidiaries as of the Effective Time (each, an “Employee”), for the period from the Effective Time to the first anniversary of the Effective Time, or such earlier date on which any Employee’s employment is terminated (except with respect to any benefits payable upon or after termination of employment), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay or to, provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangementssalary, employment agreements discretionary bonus and employee or director benefit plans benefits (includingother than (i) equity-based compensation, without limitation, deferred compensation plans), programs and policies (ii) those benefits listed in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Section 6.06 of the Company and its subsidiaries. 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 Disclosure Schedule as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing terminating at the Effective Time Time, and ending on the first anniversary thereof, to provide (iii) any employee benefits under plans, programs and arrangements which, welfare or benefit Plan that is not listed in the aggregate, will provide benefits to the employees Section 3.11 of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreementCompany Disclosure Schedule) which that are no less favorable in the aggregate than those provided pursuant to such Employees immediately prior to the plansEffective Time. From and after the Effective Time, programs the Surviving Corporation and arrangements its subsidiaries shall, and Parent shall cause the Surviving Corporation and its subsidiaries to, honor in accordance with their terms (other than those related to the equity securities of the Company) including, without limitation, terms which provide for amendment or termination), all contracts, agreements, arrangements, policies, plans and commitments of the Company and its subsidiaries the Subsidiaries as in effect on immediately prior to the date hereof and Effective Time that are applicable to any current or former employees covered by collective bargaining agreements or directors of the Company or any Subsidiary. Nothing herein shall be provided with such benefits as shall be required under deemed to change the terms “at will” employment status of any Employee or otherwise be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to terminate any Employee. (c) Employees shall, to the extent permitted by the applicable collective bargaining agreementLaw, receive credit for service accrued or deemed accrued prior to the Effective Time 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 of the Subsidiaries under comparable Plans immediately prior to the Effective Time; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationbenefit. (d) 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 Employee may be eligible to participate on or after the Effective Time, Parent shall, to the extent permitted by applicable Law (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 active Employee under any Purchaser Welfare Benefit Plan to the same extent waived under a comparable Plan and (ii) make reasonable best efforts to cause any eligible expenses incurred by any Employee and his or her covered dependents 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. (e) Nothing in this Section 6.8 6.06, expressed or implied, shall require the continued employment be construed to prevent Parent or any subsidiary of any person orParent (including, with respect to clauses (b) and (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 after the Effective Time, could have taken the Surviving Corporation) from terminating or refrained from takingmodifying to any extent or in any respect any benefit plan that Parent or any subsidiary of Parent (including, after the Effective Time, the Surviving Corporation) may establish or maintain; provided that appropriate provision is made to comply with the provisions of this Section 6.06. Nothing in this Section 6.06 is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Employee Benefits Matters. (a) On From and after the Merger Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Plans (other than the Management Stock Purchase Plan and the Employee Stock Purchase Plan) and compensation arrangements and agreements and employment agreements in accordance with their terms as in effect immediately before the Merger Effective Time. For a period of one year following the Merger Effective Time (the “Benefits Continuation Period”), Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its subsidiaries to promptly pay or provide when due all (“Company Employees”) (i) 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 cash incentive compensation, but excluding any equity-based compensation) no less favorable than the compensation plans)provided to Company Employees (including without limitation incentive compensation) immediately before the Merger Effective Time and (ii) benefits that are no less favorable, programs in the aggregate, than the benefits provided to Company Employees immediately before the Merger Effective Time. During the Benefits Continuation Period, Parent shall honor, fulfill and policies in existence as of discharge the date hereof for all employees (Company’s and former employees) and directors (and former directorsthe Company Subsidiaries’ obligations under, the severance plans listed on Section 7.04(a) of the Company and its subsidiaries. Parent and Disclosure Schedule without any amendment or change that is adverse to the Company agree that Employees. During the Surviving Corporation 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 its subsidiaries shall pay promptly or provide when due all compensation and benefits required used 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 hereofdetermine severance benefits. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 providing benefits to any Company Employees after the Merger Effective Time (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant “New Plans”), each Company Employee shall subject to the plans, programs applicable Law and arrangements (other than those related to the equity securities applicable tax qualification requirements be credited with his or her years of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariessubsidiaries and their respective predecessors before the Merger Effective Time, to the same extent as such service Company Employee was credited entitled, before the Merger Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Merger Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled not apply with respect to benefit accrual under any credit defined benefit pension plan or to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to a Company Benefit Plan in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of the Company or its subsidiaries in which such Company Employee participated immediately prior to the Merger Effective Time and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees All annual bonus plans for Company Employees for fiscal year 2007 will be continued in accordance with their terms, and all annual bonus plans for Company Employees for fiscal year 2006 will be paid in accordance with their terms; provided that the bonus plans for fiscal years 2006 and 2007 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 Surviving Corporation transactions 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 its subsidiaries become eligible bonus amounts for the 2006 and 2007 fiscal years shall not be subject 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred negative discretion by the employees and their beneficiaries under such plans during administrator for the portion of the calendar year prior to such participationbonus plans. (d) Prior to the Merger 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 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 Company Stock Options to acquire Company Common Shares (or Company Common Shares acquired upon the vesting of any Company Stock-Based Awards) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (e) The parties acknowledge and agree that all provisions contained in this Section 7.04 and Section 4.10 with respect to Company Employees are included for the sole benefit of the Company, Parent and Merger Sub, and that nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other person, including without limitation, any Company Employees, former Company Employees, any participant in any U.S. Plan or Non-U.S. Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Parent, Company or any of their respective Affiliates. (f) Nothing in this Agreement shall be interpreted to establish or amend any “employee benefit plan” within the meaning of Section 6.8 3(3) of ERISA and no provision shall require the continued employment of any person or, with respect be construed to clauses (b) and (c) hereof, prevent Parent or the Company and/or the Surviving Corporation and their subsidiaries from taking terminating or modifying to any action extent or refraining from taking in any action which respect any benefit plan that Parent or the Company and its subsidiaries prior to the Effective Time, could have taken may establish or refrained from takingmaintain.

Employee Benefits Matters. (a) On The Surviving Corporation shall, for the period immediately following the Effective Time through and including the first anniversary of the Effective Time, use good faith efforts to provide employees of the Company and the Company Subsidiaries as of the Effective Time (each, an “Employee”) with base salary, employee benefits and incentive compensation (excluding equity compensation) opportunities that are in the aggregate substantially equivalent in value to the current benefits provided by the Company (other than with respect to change of control payments or other payments resulting from the Offer or the Merger) to the Employees immediately prior to the Effective Time. Nothing herein shall be deemed to be a guarantee of employment for any Employee or prohibit or restrict the right of the Surviving Corporation to (i) modify salaries and incentive compensation in a manner that is reasonably related to an individual Employee’s job performance after the Effective Time or to any change in the scope of an individual Employee’s responsibilities after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries ; (ii) make changes to promptly pay an individual Employee’s employment status or provide when due all compensation and benefits earned through or prior to the Effective Time as provided extent necessary to reflect changes in employment or market conditions; (iii) make changes to salaries, employee benefits and incentive compensation pursuant to negotiations in connection with a Company Collective Bargaining Agreement or (iv) amend and/or eliminate any benefit program, subject to compliance with the terms first sentence of any compensation arrangements, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plansthis Section 6.11(a), 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. 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. (b) The 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 shall cause (to the extent an Employee is brought under any such plan), the Surviving Corporation, for the period commencing at Corporation or any of their respective subsidiaries under which each Employee may be eligible to participate on or after the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees of same extent recognized by 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) Company or any of the Company Subsidiaries under comparable Benefit Plans and its subsidiaries in effect on Foreign Plans immediately prior to 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 agreementEffective Time; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 servicebenefit. (c) If employees of To the extent that, after the Effective Time, the Surviving Corporation changes the welfare benefit plans, programs and its subsidiaries become eligible to participate arrangements in a medical, dental or health plan of Parent or its subsidiarieswhich Employees participate, Parent shall cause such plan to (i) waive any waive, or use commercially reasonable efforts to cause its insurance carrier to waive, all limitations as to preexisting condition limitations for conditions covered and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Employee to the same extent waived under the applicable medicala comparable Benefit Plan or Foreign Plan, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action Plan Year in which the Company change was made, provide a credit to each Employee for any co-payments, deductibles and its subsidiaries prior out-of-pocket expenses paid by such Employee under the Benefit Plans or Foreign Plans during the relevant plan year, up to and including the Effective Time, could have taken or refrained from taking.

Employee Benefits Matters. (a) On and after the Effective Time, Parent shall cause the Final Surviving Corporation Entity to honor and fulfill all written employment agreements to which the Company or any of its subsidiaries to promptly pay Subsidiaries is a party at the date of this Agreement (or provide when due all compensation and benefits earned through otherwise becomes a party on or prior to after the Effective Time as provided pursuant to date of this Agreement without breach of the terms of any compensation arrangements, employment agreements this Agreement) and all of the employee or director benefit plans maintained or sponsored by the Company or any of its Subsidiaries at the date of this Agreement (or otherwise maintained or sponsored on or after the date of this Agreement without breach of the terms of this Agreement) for the benefit of any employees or former employees of the Company or any of its Subsidiaries (including, without limitation, deferred compensation plans)the Material Employment Agreements and Material Benefit Plans) (collectively, programs and policies in existence as of the date hereof for all employees (and former employees“Company Benefit Plans”) and directors (and former directors) of the Company and its subsidiaries. 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 immediately prior to the date hereofFirst Effective Time, in accordance with their terms as in effect immediately prior to the First Effective Time. Effective as of the First Effective Time and for a period of no less than one year thereafter, Parent shall provide, or shall cause the Final Surviving Entity to provide, to each employee of the Company or its Subsidiaries who continues to be employed by the Parent or the Final Surviving Entity or any Subsidiary thereof (collectively, the “Continuing Employees”), (i) compensation (including, without limitation, cash incentive compensation opportunities and any equity-based compensation (other than pursuant to the LTI Plans)), that is not less favorable than the compensation they were receiving as employees of the Company immediately before the First Effective Time (excluding, for purposes of compensation in respect of periods on or after January 1, 2017, cash incentive compensation opportunities under the 2016 WCI Management Incentive Compensation Plan), and (ii) employee benefits that (A) if the First Effective Time is on or before December 31, 2016, are, (x) on and before December 31, 2016, not less favorable than the employee benefits they were receiving as employees of the Company immediately before the First Effective Time, and (y) beginning January 1, 2017, the same as those provided to employees of Parent or its Subsidiaries in South Florida who are performing similar functions, and (B) if the First Effective Time is on or after January 1, 2017, are, from the First Effective time until December 31, 2017, at the election of Parent, either (x) the same as those being provided by the Company immediately prior to the First Effective Time, or (y) the same as those provided by Parent and its Subsidiaries to their similarly-situated employees during such period (provided that, in all cases, from the First Effective Time through December 31, 2017, the vacation and other paid time off policies applicable to the Continuing Employees (and, for the avoidance of doubt, the timing of accrual thereunder) shall be no less favorable than those applicable to the Continuing Employees immediately prior to the First Effective Time). Effective as of the First Effective Time and thereafter, Parent shall provide, or shall cause the Final Surviving Entity to provide, that periods of employment with the Company (including any current or former Affiliate of the Company or any predecessor of the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or any of its Subsidiaries (“Parent Benefit Plans”) for the benefit of the Continuing Employees, including without limitation 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 First Effective Time and thereafter, Parent shall, and shall cause the Final Surviving CorporationEntity to, (i) ensure that no eligibility waiting periods, actively-at-work requirements or pre-existing condition limitations or exclusions shall apply with respect to the Continuing Employees under the applicable Parent Benefit Plan (except to the extent applicable under Company Benefit Plans immediately prior to the First 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 Benefit Plans immediately prior to the First 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 First Effective Time during the year in which the Mergers occur for the period commencing at purpose of determining the Effective Time extent to which any such employee has satisfied his or her deductible and ending on whether he or she has reached the first anniversary thereofout-of-pocket maximum under any Parent Benefit Plan for such year. The Mergers shall not affect any Continuing Employee’s accrual of, or right to provide employee benefits under plans, programs and arrangements whichuse, in the aggregate, will provide benefits accordance with Company policy as in effect immediately prior to the employees First Effective Time, any personal, sick, vacation or other paid-time-off accrued but unused by such Continuing Employee immediately prior to the First Effective Time, except to the extent of accruals relating to periods after December 31, 2017 (which will be subject to Parent’s policies and practices regarding personal, sick, vacation and other paid-time-off). (c) The Company and Parent shall use commercially reasonable efforts to cooperate with each other and with any “disqualified individual” (within the meaning of Section 280G of the Surviving Corporation and its subsidiaries Code) to reduce the amount of any “parachute payments” (other than employees covered by a collective bargaining agreement) which are no less favorable in within the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities meaning of the CompanySection 280G(b)(2) of the Company and its subsidiaries in effect on the date hereof and employees covered Code), including by collective bargaining agreements shall be provided with such benefits as shall be required under the terms reason 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees Section 280G(b)(4)(A) of the Surviving Corporation shall be given credit for all service with the Company and its subsidiariesCode, payable to such disqualified individual to the same extent as that such service was credited for such purpose parachute payments could otherwise be subject to the excise tax imposed by the Company, under each employee benefit plan, program, or arrangement Section 4999 of the Parent in which Code so that such employees are eligible to participate for purposes of eligibility and vestingexcise tax will not apply or will be reduced; provided, however, that in no event shall the employees be entitled Company or Parent require that any disqualified individual waive any right to any credit payment or benefit (or waive any acceleration of any payment of benefit) pursuant to the extent that it would result in a duplication of benefits with respect to the same period of service. (c) If employees any plan or agreement covering such disqualified individual as 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationdate hereof. (d) Nothing in this Section 6.8 Agreement shall require confer upon any Continuing Employee any right to continue in the continued employment employ or service of Parent, the Final Surviving Entity or any other Subsidiary of Parent, or shall interfere with or restrict in any way the rights of Parent, the Final Surviving Entity or any other Subsidiary of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any person orContinuing Employee at any time, with respect or without cause, except to clauses (b) and (c) hereofthe extent expressly provided otherwise in a written agreement between Parent, prevent the Final Surviving Entity, the Company and/or or any Subsidiary of Parent and the Surviving Corporation and their subsidiaries from taking Continuing Employee or any action severance, benefit or refraining from taking other applicable plan or program of Parent covering such Continuing Employee. Notwithstanding any action which provision in this Agreement to the contrary, nothing in this Section 8.2 shall (i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or Parent Benefit Plan, or (ii) create any third party rights in any current or former service provider of the Company and or its subsidiaries prior to the Effective Time, could have taken Subsidiaries (or refrained from takingany beneficiaries or dependents thereof).

Employee Benefits Matters. (a) On From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, honor all Benefit Plans and its subsidiaries to promptly pay or provide when due all compensation arrangements and benefits earned through or prior to agreements in accordance with their terms as in effect immediately before the Effective Time as Time, 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 in this Agreement shall prevent prohibit the amendment or termination of any specific plansuch Benefit Plans, program Foreign Plans, arrangements and agreements in accordance with their terms and applicable Law. For a period of 12 months following the Effective Time, Parent shall provide, or arrangementshall cause to be provided, require to each current employee and former employee of the Company and its Subsidiaries (“Company Employees”) compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to Company Employees immediately prior to the Effective Time. Parent also shall cause the Surviving Corporation provide to perform the Company’s obligations under the change in control and other agreements between the Company and certain of its officers and employees unless any such officer or permit investment employee agrees otherwise. (b) Company Employees shall continue to participate in the securities Benefit Plans or Foreign Plans following the Effective Time unless and until Parent chooses to have some or all of Parent, the Company Employees participate in one or more New Plans. If and to the Surviving Corporation extent Company Employees are permitted to become participants in one or interfere with the Surviving Corporation's right or obligation more New Plans, then for purposes of vesting, waiting period, eligibility to make participate, and level of benefits under such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation New Plans, each Company Employee shall be given credit for all credited with his or her years of service with the Company and its subsidiariesSubsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vesting; providedimmediately prior to the Effective Time, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect to the same period of servicetime. To the extent permitted under the applicable New Plan, for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time and, to the extent permitted by the applicable New Plan or otherwise practicable without adverse tax consequences, Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Benefit Plan in which such Company Employee participated immediately before the consummation of the Transactions ending on the date such employee’s participation in the corresponding New Plan begins, and overlapping with the portion of the current plan year of such New Plan which has elapsed prior to such participation date, 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 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. (c) If employees The Company may pay each Company Employee employed as of immediately prior to December 29, 2007 and then participating in the Surviving Corporation Company’s 2008 fiscal year bonus plan, and any former Company Employee terminated by, or pursuant to an agreement with, the Company or its subsidiaries become Subsidiaries, that remains 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 applicable medicalextent permitted by the terms of such plan, health or dental plans and at the earlier of the Effective Time or the times, consistent with past practices, in which the Company would ordinarily make payment pursuant to its 2008 fiscal year bonus plan for the period ending December 29, 2007, the Company Employee’s bonus entitlement under all such plan as of December 29, 2007. As of the date of this Agreement, the Company shall adjust such bonus plan and its subsidiaries targets and (ii) honor objectives so that the bonus period will begin January 1, 2008 and end December 31, 2008. Bonus payments hereunder shall be calculated without taking into account any deductible and out expenses or costs associated with or arising as a result of pocket expenses transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationthis Agreement not occurred. (d) Nothing in Parent hereby acknowledges that at the Effective Time a “change of control” (or similar phrase) shall occur within the meaning of the Company Stock Plans (and award agreements thereunder) and the Benefit Plans and the Foreign Plans, as applicable, including without limitation the employee change of control agreements. (e) The Company and its Subsidiaries will, at the request of Parent prior to the Closing Date, take all action necessary to terminate any Benefit Plan subject to Section 401(k) of Code prior to the Closing on terms reasonably satisfactory to Parent. (f) Notwithstanding the foregoing, Parent, Surviving Corporation, and their Affiliates shall not be prohibited by this Section 6.8 shall require 6.10 from treating the continued employees as at-will employees (subject to any contrary employment agreements or applicable Law), or terminating or transferring or changing the terms of the employment of any person oremployee, with respect to clauses (b) and (c) hereofor adopting, prevent amending, or terminating any benefit plan or other compensatory arrangement. No provision of this Section 6.10 shall create any third party beneficiary rights in any employee or any current or former director or consultant of the Company and/or the Surviving Corporation and their subsidiaries from taking or any action of its Subsidiaries in respect of continued employment (or refraining from taking resumed employment) or any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingother matter.

Employee Benefits Matters. (a) On and after Following the Effective Time, Parent shall cause arrange for each participant in the Surviving Corporation and its subsidiaries to promptly pay Benefit Plans (the “Benefit Plan Participants”) (including without limitation all dependents) who becomes a Parent employee (or provide when due all compensation and benefits earned through an employee of any Parent subsidiary or prior to affiliate) within a reasonable period of time after the Effective Time (but so as provided pursuant to avoid any discontinuation of coverage) and subject to the limitations and restrictions of the Benefit Plans to be eligible for the same benefits (but not compensation) in the aggregate as those received by Parent employees with similar positions and responsibilities, provided, that nothing in this Section 6.11(a) shall be deemed to require Parent to offer any particular Benefit Plan Participants any particular benefit. Each Benefit Plan Participant shall, to the extent permitted by law, applicable tax qualification requirements and the existing terms of the applicable employee benefit plans, and subject to any compensation arrangementsapplicable break in service or similar rule, employment agreements and employee or director benefit plans (receive credit for all purposes including, without limitation, deferred compensation plans)for eligibility to participate, programs matching contributions, and policies in existence as vesting under Parent employee benefit plans for years of the date hereof for all employees (and former employees) and directors (and former directors) of service with the Company prior to the Effective Time. If applicable and its subsidiaries. permitted by the relevant plan, Parent shall cause any and the Company agree that the Surviving Corporation all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and its subsidiaries shall pay promptly or provide when due all compensation and benefits required evidence of insurability requirements under any Parent employee benefit plans to be paid pursuant waived with respect to such Benefit Plan Participants and their eligible dependents and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the terms plan year including the Effective Time for the purposes of satisfying any individual agreement with applicable deductible, out-of-pocket, or similar requirements under any employee, former employee, director or former director Parent employee benefit plans in effect as of which they are eligible to participate after the date hereofEffective Time. (b) Notwithstanding anything to the contrary contained herein, Parent shall also cause the Surviving Corporation, for Corporation to perform the period commencing at Company’s obligations under the Effective Time change in control and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, other agreements set forth 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of Company Disclosure Schedule between the Company and certain of its subsidiaries in effect on the date hereof officers and employees covered by collective bargaining agreements shall be provided with unless any such benefits as shall be required under the terms of any applicable collective bargaining agreement; provided, however, that nothing herein shall prevent the amendment officer 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 serviceagrees otherwise. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, provide to then current employees of the Company and its subsidiaries Subsidiaries (the “Company Employees”) with, at Parent’s election, either (i) employee benefits that are substantially comparable, in the aggregate, to promptly pay or provide when due all compensation and those benefits earned through or provided to such employees under the Company Plans immediately prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director (other than benefits under benefit plans that provide for the grant or issuance of equity securities or equity-based awards) or (including, without limitation, deferred compensation plans), programs and policies ii) employee benefits that are substantially comparable in existence as the aggregate to those benefits provided to similarly situated employees of the date hereof for all employees (and former employees) and directors (and former directors) of the Company Parent and its subsidiaries. Parent and Subsidiaries (other than benefits under benefit plans that provide for the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly grant or provide when due all compensation and benefits required to be paid pursuant to the terms issuance of any individual agreement with any employee, former employee, director equity securities or former director in effect as of the date hereofequity-based awards). (b) To the extent permitted by Applicable Law, Parent shall, and shall cause the Surviving CorporationCorporation to: (i) use commercially reasonable best efforts to ensure that all limitations as to preexisting conditions, for exclusions and waiting periods with respect to participation and coverage requirements applicable to the period commencing at Company Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time be waived by the applicable provider; (ii) each Company Employee receives credit for any co-payments and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits deductibles paid prior to the Effective Time during the applicable plan year in which the Effective Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees of are eligible to participate in after the Surviving Corporation Effective Time in such year for the applicable provider; and its subsidiaries (other than employees covered by a collective bargaining agreementiii) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the each Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be Employee is 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, Affiliates (x) for purposes of eligibility to the same extent as such service was credited participate in and vesting (but excluding benefit accrual) under any plans and (y) for such purpose by the Company, all purposes under each other employee benefit plan, program, or arrangement of the Parent or its Affiliates, in each case in which such employees are become eligible to participate for purposes of eligibility and vesting; providedparticipate, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication such service was credited for similar purposes under similar plans of benefits with respect to the same period of serviceCompany or its Subsidiaries. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 Effective immediately prior to the Effective TimeClosing, could the Company will terminate any and all Company Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code and effective immediately prior to the Closing, no Company Employee shall have taken any right to contribute any amounts to any Company Plan intended to qualify as a qualified cash or refrained from takingdeferred arrangement under Section 401(k) of the Code. At the request of Parent, the Company will provide Parent with evidence that such Company Plans have been terminated effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company Board. In addition, at the request of Parent, the Company will terminate any and all other Company Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately prior to the Closing or thereafter as specified by Parent and, at the request of Parent, the Company will provide Parent with evidence that such Company Plans have been so terminated pursuant to resolutions duly adopted by the Company Board. The Company shall also take such other actions in furtherance of terminating such Company Plans as Parent may reasonably require.

Employee Benefits Matters. (a) On Subsequent to the date hereof, and after prior to the Effective TimeClosing Date, Parent the Company may continue to grant stock options and awards to an Employee to the extent required by the provisions (as of the date hereof) of such Employee's employment agreement. In addition, if the Closing Date does not occur prior to February 1, 1999, then the Company may thereafter continue to grant stock options (with an exercise price equal to fair market value) to Employees in the ordinary course of business in accordance with past practice; provided, however, that no more than 1,000,000 Company Shares may be subject to such ordinary course additional equity awards and options granted during the period between the date hereof and the Closing Date. (b) As of the Closing Date, each unexpired, unexercised, outstanding stock option granted by the Company or any of its Subsidiaries and converted into options to acquire Purchaser Shares (in accordance with the conversion terms set forth in Section 1.6(a)) may be exercised by its holder during the period specified in the applicable Benefit Plan or the holder's employment agreement, or if later, throughout the period ending 90 days following the date on which such holder's employment with the Company or any of its Subsidiaries terminates without cause; provided, however, that the provision of such extended right to exercise a stock option does not result in any adverse accounting charge to Purchaser, the Company or any of their respective Subsidiaries. If the provision of such right would result in such a charge, or would otherwise be prohibited, then the Company shall notify each such holder whose employment is being terminated without cause subsequent to the Closing Date that his or her employment is being terminated at least ten days prior to the effective date of such termination. (c) With respect to the Company's U.S. retiree medical plan, the Company shall not amend or terminate such plan following the Closing Date in any manner which results in the reduction or elimination of the benefits available thereunder or increases in costs, other than any copayment and cost sharing increases (which may be continued in the same proportions to the Company-provided portions of cost) to any former Employee (and his or her eligible dependents) who is currently receiving such benefits thereunder, or any active Employee (and his or her eligible dependents) who would be eligible for such benefits if he 58 51 or she retired on the Closing Date (or who, as of the Closing Date, is within five years of being able to retire and receive benefits thereunder). (d) Until December 31, 2000 (or longer, if required by law) (the "GENERAL BENEFITS CONTINUATION PERIOD"), the Company shall continue to provide the Employees (who are employed on the Closing Date and who continue their employment with the Company or any of its Subsidiaries) with base salary levels, bonus opportunity levels (but subject to the achievement of reasonable performance goals) and overall employee benefits (but excluding for these purposes (i) any retention bonuses or other extraordinary or special payments; and (ii) any stock options and other equity awards) that are no less favorable, in the aggregate, than those currently provided to Employees generally, except for any changes made to comply with applicable law or tax qualification nondiscrimination rules. Purchaser shall cause the Surviving Corporation Company for at least twelve months following the Closing Date to maintain the severance- related provisions of existing Benefit Plans and its subsidiaries to promptly pay provide 150% of the current cash severance payments required thereunder, reduced by any severance payments otherwise required under existing severance and employment agreements or provide when due all compensation and benefits earned through or applicable law (unless, with respect to the severance benefit prior to the Effective Time increase provided for herein, no such reduction is permitted or provided for). After the end of the General Benefits Continuation Period, Purchaser shall cause the Company to provide base salary, bonus opportunity levels and overall benefits to such Employees (but with the same exclusion as set forth above for any retention bonuses, payments, options and equity awards) that are no less favorable, in the aggregate, than those then provided to similarly-situated employees of the relevant Subsidiary of Purchaser and shall credit service with the Company and its Subsidiaries for such Purchaser plans (unless such credit would result in a duplication of benefits). Nothing in this Agreement shall restrict, limit or interfere with the ability (after the Closing Date) of the Company or the Purchaser to terminate, amend or replace any particular agreement, plan or program, or terminate the employment of any person, provided that the requirements of this Section 5.6 are otherwise satisfied. (e) Each Employee shall be eligible for participation in Purchaser's equity- related plans under the same criteria used with similarly-situated employees of the relevant Subsidiary of Purchaser. (f) Notwithstanding any prior practices in the normal course, and as a limitation on the Company's ability pursuant to the provisions of Section 4.1 (i) to award bonuses in the ordinary course of business consistent with past practice, the Company shall only be permitted to award a bonus, in respect of calendar year 1998, to each Employee whom the Company budgeted such a bonus for, in an amount no more than such Employee's target bonus in respect of such year; provided, however, that each such bonus payment must be based on the achievement of the applicable performance objectives (if any) relative to the applicable bonus plan or arrangement, and that the timing (which shall occur after year-end) and amount of each such payment are consistent with past practices; and provided further that if actual results from operations ("RFO") of the Company fall below those specified in the Company's budget for 1998 (as provided to Purchaser prior to the date of this Agreement), then no Employee shall receive a bonus that exceeds two months of salary unless a higher payment is required 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 a binding contractual provision in existence as of on 59 52 the date hereof hereof. Notwithstanding the foregoing, the Company may award discretionary bonuses to Employees with respect to calendar year 1998 that do not exceed 8 weeks of salary or hourly compensation, as applicable, but only to Employees (x) who are not a party to an employment agreement, (y) who are party to an employment agreement that does not include a bonus provision or (z) who are party to an employment agreement that provides for all employees (and former employees) and directors (and former directors) a bonus solely in the discretion of the Company and its subsidiaries. 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 not based on any individual agreement with any employee, former employee, director or former director in effect as of the date hereoffinancial performance criteria. (bg) Parent The Company shall cause the Surviving Corporation, provide up to U.S. $40 million as a retention pool for the period commencing at purpose of retaining the Effective Time services of selected key Employees through the Closing Date and ending thereafter. The Supervisory Board of the Company, after consultation with (but not approval by) Purchaser, shall select those Employees who may receive awards from such pool, shall establish any criteria for allocating such awards and shall determine the final allocation of awards from such pool; provided, however, that no individual Employee shall be allocated a bonus award in excess of 100% of his or her base salary (or, if less, $500,000). Fifty percent of such awards shall be paid in cash, in a lump sum, on the Closing Date, with the balance payable in cash on the first 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 Closing Date (provided the recipient remains employed by the Company through such dates, or is terminated without cause prior to such dates). The Company shall, upon Purchaser's request, permit Purchaser to implement additional retention programs covering Employees. (i) All pension benefits will be maintained without adverse amendment or modification during the "APPLICABLE PENSION CONTINUATION PERIOD," which shall mean the following: (A) for the General Benefits Continuation Period for (I) all U.S. Employees and its subsidiaries (II) all other than employees Employees not covered by a collective bargaining agreementclause (B); and (B) which are no less favorable in the aggregate than those provided pursuant to the planswithout time limit for all non-U.S. Employees who are, programs and arrangements (other than those related to the equity securities as of the Company) Closing Date, within 5 years of the Company 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"Retirement"; provided, however, that nothing herein shall prevent or preclude amendments or modifications required by law or reasonably necessary to obtain favorable tax treatment under the amendment or termination rules of any specific planthe applicable jurisdiction. For the purposes of this Section 5.6(h), program or arrangement"RETIREMENT" shall be defined as eligibility to terminate employment and receive an immediate unreduced pension (i.e., require there is no requirement that the Surviving Corporation provide individual defer payment until attaining a certain age in order to receive such unreduced pension) benefit under a pension plan of the Stockholder or permit investment the Company (or having reached normal retirement age in the securities case of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 employed 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 country where no such plan to (i) waive any preexisting condition limitations for conditions covered under is in effect on the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationdate hereof). (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On Parent hereby agrees that, for a period of two years immediately following the Effective Time, it shall, or it shall cause the Surviving Corporation 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 variable cash compensation that was provided to each such 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. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay 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 that are applicable to any current or provide when due former employees or directors of the Company or any Subsidiary. (b) Employees shall receive credit for all compensation purposes (including, for purposes of eligibility to participate, vesting, benefit accrual and benefits earned through 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 of 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 as provided pursuant to with the terms of Company, any compensation arrangements, employment agreements Subsidiary and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of all affiliates where service with the date hereof for all employees (and former employees) and directors (and former directors) affiliate was credited under a comparable Plan of the Company and its subsidiaries. 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 prior to the terms of any individual agreement with any employee, former employee, director or former director in effect as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 agreementTime; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 servicebenefit. (c) If employees Without limiting any of the foregoing, Parent agrees that it shall, or shall cause the Surviving Corporation and its subsidiaries become to, provide severance benefits to Employees eligible to participate in a medicalthe Boca Resorts, dental or health plan of Parent or its subsidiaries, Parent shall cause Inc. Severance Plan and who are terminated during the two-year period immediately following the Effective Time in an amount that is at least equal to the severance benefits that would have been paid to such plan Employees pursuant to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans terms of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year Boca Resorts, Inc. Severance Plan as in effect immediately prior to such participationthe Effective Time. (d) Nothing 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 this Section 6.8 which an Employee may be eligible to participate on or after the Effective Time, Parent shall require the continued employment of any person or(a) waive, or cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to clauses participation and coverage requirements applicable to each Employee under any Purchaser Welfare Benefit Plan to the same extent waived under a comparable Plan, and (b) provide credit to each Employee for any co-payments, deductibles and (c) hereofout-of-pocket expenses paid by such Employee under the Plans during the relevant plan year, prevent the Company and/or the Surviving Corporation up to and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to including the Effective Time, could have taken or refrained from taking.

Employee Benefits Matters. (a) On and after For a period of one (1) year following the Effective TimeClosing, Parent Purchaser shall provide or cause to be provided to the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or individuals who, immediately prior to the Effective Time as provided Closing, are Employees, and following the Closing, continue to be employees of Purchaser or any of its Subsidiaries (“Company Employees”), employee benefits pursuant to “employee benefit plans” (as defined in Section 3(3) of ERISA) of Purchaser that are comparable in the terms of any compensation arrangementsaggregate to those provided by, employment agreements or on behalf of, the Company or the Subsidiaries to such Company Employees immediately prior to the Closing, it being understood and agreed that the employee or director benefit plans (includingin which employees of Purchaser or any of its Affiliates are eligible to participate shall be deemed comparable to those provided by, without limitationor on behalf of, deferred compensation 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. Parent and the Subsidiaries to such 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 Employees immediately prior to the terms Closing. The preceding sentence shall not preclude Purchaser or its Subsidiaries at any time following the Closing from terminating the employment of any individual agreement with any employee, former employee, director or former director in effect as of the date hereofCompany Employee. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Each Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation Employee 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, the Subsidiaries and their respective predecessors under each employee benefit planany plans or arrangements providing vacation, programsick pay, or arrangement of the Parent severance and retirement benefits maintained by Purchaser in which such employees are eligible to Company Employees participate for purposes of eligibility and vesting; provided, however, that in no event shall the employees be entitled to any credit vesting to the extent past service was recognized for such Company Employees under the comparable plans of the Company and the Subsidiaries immediately prior to the Closing, and to the same extent past service is credited under such plans or arrangements for similarly situated employees of Purchaser. Notwithstanding the foregoing, nothing in this Section 6.9(b) shall be construed to require crediting of service that it would result in a (i) duplication of benefits with respect to the same period of servicebenefits, (ii) service credit for benefit accruals under a defined benefit pension plan, (iii) service credit under a newly established plan for which prior service is not taken into account or (iv) employer contributions for any 401(k) plan. (c) If employees In the event of any change in the Surviving Corporation and its subsidiaries become eligible welfare benefits provided to participate in a medicalCompany Employees following the Closing, dental or health plan of Parent or its subsidiariesPurchaser shall, Parent shall to the extent practicable, cause such plan to (i) waive any preexisting condition the waiver of all limitations for conditions covered under the as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable medical, health or dental plans of to the Company and its subsidiaries Employees under any such welfare benefits to the extent that such conditions, exclusions or waiting periods would not apply in the absence of such change, and (ii) honor for the plan year in which the Closing occurs, the crediting of each Company Employee with any deductible co-payments and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year deductibles paid prior to any such participationchange in satisfying any applicable deductible or out-of-pocket requirements after such change. (d) Nothing No provision of this Agreement shall create any third-party beneficiary rights in this Section 6.8 shall require the continued employment of any person orCompany Employee, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to clauses (b) the compensation, terms and (c) hereof, prevent the conditions of employment and/or benefits that may be provided to any Company and/or the Surviving Corporation and their subsidiaries from taking Employee by Purchaser or under any action or refraining from taking any action benefit plan which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingPurchaser may maintain.

Employee Benefits Matters. (a) On and after For at least one year following the Effective TimeClosing Date, Parent First Majestic shall cause provide to each individual who is employed by Gatos or any the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Gatos Subsidiaries as of immediately prior to the Effective Time Closing (for so long as provided such individual is employed by Gatos or any Gatos Subsidiary during such one year period) (collectively, “Continuing Employees”) (i) a base salary or wage rate level and cash incentive opportunities at least equal to the base salary or hourly wage level and cash incentive opportunities to which they were entitled immediately prior to the Closing and (ii) other benefits, perquisites and terms and conditions of employment (including severance benefits) that are substantially similar and no less favorable than the benefits, perquisites and other terms and conditions that they were entitled to receive immediately prior to the Closing, but in no cases, any less generous than required 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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 hereofapplicable Law. (b) Parent First Majestic or one of its affiliates shall (i) cause the Surviving Corporation, for the period commencing at the Effective Time any pre-existing conditions or limitations and ending on the first anniversary thereof, to provide employee benefits eligibility waiting periods 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or arrangement of the Parent group health plans in which such employees Continuing Employees are eligible to participate immediately following the Closing Date (including any Gatos Benefit Plans or group health plans of First Majestic or any of its affiliates (any such plans, “First Majestic Benefit Plans”)) to be waived with respect to Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for purposes of eligibility the plan year in which the Closing occurs towards applicable deductibles and vesting; provided, however, that annual out-of-pocket limits for medical expenses incurred prior to the Closing for which payment has been made under any group health plans in no event shall which Continuing Employees are eligible to participate immediately following the employees be entitled to Closing Date (including any credit First Majestic Benefit Plan) and (iii) to the extent that it would not result in a duplication of benefits with respect and to the same period extent that such service was recognized under a similar employee benefit plan, give each Continuing Employee service credit for such Continuing Employee’s employment with Gatos and their Subsidiaries (and any of servicetheir predecessors) for purposes of vesting, benefit accrual and eligibility to participate under each applicable First Majestic Benefit Plan, as if such service had been performed with First Majestic or one of its affiliates or predecessors. (c) If employees First Majestic shall permit, or cause its affiliates, to permit, the Continuing Employees to use all vacation, sick leave and other paid personal time that such Continuing Employees have accrued, but have not used, as of immediately prior to the Surviving Corporation Closing in accordance with the terms of vacation, sick leave and its subsidiaries become eligible paid personal time programs that are not less favorable to participate the Continuing Employees than those in a medicaleffect immediately prior to the Closing Date (in addition to, dental or health plan of Parent or its subsidiariesand not in lieu of, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered vacation, personal leave and sick time accrued under the applicable medicalplans or policies of First Majestic or its affiliates following the Closing). For the sake of clarity, health First Majestic shall recognize and assume, or dental plans of the Company shall cause to be recognized and its subsidiaries assumed, all liabilities with respect to accrued but unused vacation, sick leave and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationpaid personal time for all Continuing Employees. (d) Nothing in this Section 6.8 shall require Agreement, whether express or implied, shall: (i) confer upon any Continuing Employee any rights or remedies, including any right to employment or continued employment for any period or terms of employment; (ii) be interpreted to prevent or restrict First Majestic or any of its affiliates from modifying or terminating the continued employment or terms of employment of any person orContinuing Employee, with respect to clauses including the amendment or termination of any employee benefit or compensation plan, program or arrangement, after the Closing Date; or (biii) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking be treated as an amendment or other modification of any action Gatos Benefit Plan or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time, could have taken other employee benefit plan or refrained from takingarrangement.

Employee Benefits Matters. (ai) On Buyer will adopt and after the Effective Time, Parent shall cause the Surviving Corporation assume at 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 hereof for all employees Closing Target’s health insurance plan, each Employee Welfare Benefit Plan that Target maintains, and each trust, insurance contract, annuity contract, or other funding arrangement that Target has established with respect thereto. To the extent Buyer makes bonus payments to Transferred Employees in the fourth quarter of 2006 under the Click Success Incentive Bonus Plan, Target will pay one-third of such amount, not to exceed $34,166.67. In addition, should Xxxx Xxxxxxxx receive a fourth quarter bonus of $67,500.00, Target agrees to pay one-third of such amount. (and former employeesii) and directors For a period through the earlier of (and former directorsi) the anniversary of the Company Closing Date and its subsidiaries. Parent (ii) the termination of employment of a Transferred Employee, Buyer will provide: (A) each employee who becomes an employee of Buyer following the Closing, 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 who was an employee of any individual agreement with any employee, former employee, director or former director in effect Target as of the date hereof. Closing Date (b) Parent shall cause the Surviving Corporationeach, for the period commencing at the Effective Time a “Transferred Employee”), with salary and ending on the first 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 bonus opportunities that are no less favorable than those provided to the Transferred Employee by Target immediately prior to the Closing Date; and (B) each Transferred Employee with employee benefit plans, policies, programs and arrangements, other than salary and bonus opportunities, and other than equity or equity-based programs, which are substantially similar in the aggregate than to those provided pursuant to the plans, programs and arrangements (other than those related Transferred Employee by Target immediately prior to the equity securities of Closing Date. (iii) From and after the CompanyClosing Date, Buyer shall (A) of the Company pay, perform and its subsidiaries satisfy any and all liabilities, obligations and responsibilities to, or in effect on the date hereof and employees covered by collective bargaining agreements shall be provided with such benefits as shall be required respect of, each Transferred Employee arising under the terms of any applicable collective bargaining agreement; providedemployment, howeverconsulting, that nothing herein shall prevent the amendment retention, severance, bonus or termination similar agreement of any specific planTarget, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere accordance with the Surviving Corporation's right or obligation to make such changes terms thereof in effect on the Closing Date; and (B) assume liability for all vacation, sick pay and other paid time off for each Transferred Employee accrued but unused as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given credit for all service with Closing Date, on terms and conditions not less favorable than the Company terms and its subsidiaries, conditions in effect immediately prior to the same extent as such service was credited for such purpose by the Company, 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 Closing Date with respect to the same period of serviceemployment with Target. (civ) If employees For all purposes under the Employee Benefit Plans of Buyer providing benefits to Transferred Employees after the Surviving Corporation and its subsidiaries become Closing Date, each Transferred Employee shall be immediately 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationon Closing. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after the Effective TimeUnless a longer period is required by applicable Law, Parent Seaways shall, or shall cause the Surviving Corporation and or any applicable Seaways Subsidiary (the “Post-Closing Employer”) to provide, to each employee of Diamond or its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Subsidiaries as of immediately prior to the Effective Time other than the individuals set forth in Section 6.7(a)(i) of the Disclosure Letter (such non-excluded employees, collectively, the “Continuing Employees”) with the following: (i) for nine (9) months following the Effective Time (or, if earlier, the termination of employment of such Continuing Employee), a base salary or wage level that is no less favorable than the base salary or wage level to which such Continuing Employee was entitled immediately prior to the Effective Time and (ii) for the period from the Effective Time through December 31, 2021 (or, if earlier, through the termination of employment of such Continuing Employee), other benefits, perquisites and other compensatory terms that are substantially similar, in the aggregate, to those provided to such Continuing Employee as provided pursuant of immediately prior to the Effective Time (including cash bonus opportunity and health and welfare benefits, but excluding all equity and equity-based compensation and severance). For any Continuing Employee who is terminated by the Post-Closing Employer without cause (as determined by the Post-Closing Employer in its sole discretion) on or prior to December 31, 2021 and who is not party to an agreement that provides a contractual right to severance or other termination benefits, the Post-Closing Employer will provide such Continuing Employee with the severance benefits set forth in, and subject to the terms of any compensation arrangementsand conditions of, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directorsSection 6.7(a)(ii) of the Company and its subsidiaries. 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 hereofDisclosure Letter. (b) Parent shall cause the Surviving Corporation, for the period commencing at Following the Effective Time and ending upon the transition of the Continuing Employees to the Post-Closing Employer’s health and welfare benefit plans (the “New Benefit Plans”), (i) Seaways shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause the Post-Closing Employer to take commercially reasonable steps to ensure that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under the first anniversary thereofNew Benefit Plans and (ii) Seaways shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause the Post-Closing Employer to take commercially reasonable steps to provide employee benefits under plans, programs that any costs or expenses incurred by Continuing Employees (and arrangements which, in their dependents or beneficiaries) up to (and including) 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements Effective Time shall be provided with taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such benefits as New Benefit Plan. Seaways shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause the Post-Closing Employer to take commercially reasonable steps to grant, or cause to be required under granted to, all Continuing Employees from and after 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given Effective Time credit for all service with the Company Diamond, Seaways or any Diamond or Seaways Subsidiary, prior to the Effective Time for all purposes (including eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual, early retirement subsidies and severance); provided that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services. (c) Seaways and Diamond shall reasonably cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of the Post-Closing Employer in accordance with all applicable Laws and works council or other bargaining agreements, if any. (d) Between the date of this Agreement and the Effective Time, Diamond and Seaways shall use their commercially reasonable efforts to 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 time to time reasonably request. (e) No later than thirty (30) business days following the date of this Agreement, Diamond shall deliver to Seaways a list of each “disqualified individual” (as defined in Section 280G of the Code) of Diamond and its subsidiariesSubsidiaries and (i) Diamond’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 to such disqualified individual under a Diamond Benefit Plan, and (to the extent such information is provided to Diamond) under any contemplated post-closing arrangement as a result of 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 Seaways not later than twenty (20) business days prior to the anticipated Closing Date. (f) Diamond and Seaways shall provide each other with a copy of any material written communications intended for broad-based and general distribution to any current or former employees of Diamond, Seaways 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 Seaways, the Surviving Corporation or any affiliate of Seaways, or shall interfere with or restrict in any way the rights of Seaways, the Surviving Corporation or any affiliate of Seaways, which rights are hereby expressly reserved, to discharge or terminate the same services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the extent as expressly provided otherwise in a written agreement between Seaways, the Surviving Corporation, Diamond or any affiliate of Seaways 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, express or implied, shall (i) be deemed or construed to be an amendment or other modification of any Diamond Benefit Plan, Seaways Benefit Plan or any other compensation or benefit plan, program agreement, policy, Contract or arrangement, (ii) create any third party rights or remedies of any nature whatsoever in any current or former employee, director, or service was credited for such purpose by provider of Diamond, Seaways or their affiliates (or any beneficiaries or dependents thereof) or any other Person who is not a Party to this Agreement or (iii) alter or limit the Companyability of the Surviving Corporation, under each employee Seaways, Diamond or any of their respective affiliates to establish, amend, modify or terminate any Diamond Benefit Plan, Seaways Benefit Plan or other compensation or benefit plan, program, agreement, policy Contract or arrangement at any time assumed, established, sponsored or maintained by any 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 servicethem. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after the Effective TimeParent intends, Parent but shall not be required for any period of time, to cause the Surviving Corporation Entity to continue to employ, as employees of the Surviving Entity or its Subsidiaries, all Company Employees (the “Continuing Employees”), and its subsidiaries to promptly pay employ, or provide when due all maintain the existing employment relationship with respect to, the employees of the Coop as of the Closing Date, (the “Coop Employees”) in each case, on an at-will basis at their current compensation and benefits earned through or prior to levels as of the Effective Time as provided pursuant (to the terms of any extent such compensation arrangements, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies levels are set forth in existence as of the date hereof for all employees (and former employees) and directors (and former directorsSection 7.06(a) of the Company Disclosure Schedule). Nothing contained in this Section or elsewhere in this Agreement will be deemed to prevent or restrict in any way the right of Parent or its Subsidiaries (including the Surviving Entity) to reassign, promote or demote any of the Continuing Employees or Coop Employees after the Closing Date or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (b) As soon as reasonably practicable but in no event later than 90 days after the Closing, and consistent with the obligations under applicable collective bargaining agreements in effect at the Closing Date, the Continuing Employees shall be provided benefits comparable to those provided to other similarly situated employees of Parent or its subsidiariesSubsidiaries, as applicable. (c) Effective as of immediately prior to, and contingent upon, the Closing Date, the Company shall adopt such resolutions and/or amendments to terminate the Gatherco, Inc. 401(k) Plan and the Company’s other tax-qualified savings plans, if any, and shall adopt, or cause its Subsidiaries to adopt, such resolutions and/or amendments to terminate any 401(k) plan(s) of the Company’s Subsidiaries (collectively, “Company 401(k) Plan”), after first adopting any amendments required by Law to maintain the Company 401(k) Plan’s tax-qualified status, as well as any other plans or arrangements for the provision of benefits to employees that Parent reasonably requests in writing be terminated. The Company shall provide Parent with a copy of the resolutions and/or plan amendments evidencing that the Company 401(k) Plan has been terminated in accordance with its terms. If the Company 401(k) Plan is terminated pursuant to the preceding sentence, following the Closing Date and as soon as practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, if such a determination letter is requested in the sole discretion of the Parent, the assets thereof shall be distributed to the participants in accordance with the terms of the Company 401(k) Plan and applicable Law. (d) Continuing Employees shall receive credit for their continuous employment with the Company or a Subsidiary of the Company from their most recent hire date by the Company or Subsidiary of the Company through the Closing Date (“Pre-Closing Service”) for purposes of eligibility to participate, vesting and vacation entitlement (but not benefit accrual) under any employee benefit plan, program or arrangement established or maintained by Parent or any of its Subsidiaries (including the Surviving Entity) (“Parent Plan”) that is extended to the Continuing Employees, but no credit for any Pre-Closing Service will be required that would result in a duplication of benefits, such as retirement benefits, or an accrual of a benefit for a period of time prior the Effective Time (or the date the Continuing Employee becomes a participant in the Parent Plan, if later). Notwithstanding the foregoing, such service credit will be provided only to the extent that the Company provides to Parent or its Subsidiary, as applicable, comprehensive and complete records of such Pre-Closing Service that includes the duration of service and the hours worked. In addition, Parent and the Company agree Surviving Entity shall use reasonable best efforts to cause to be waived any limitations on benefits relating to any pre-existing conditions to the extent required by applicable Law 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 the Continuing Employees under an Employee Plan that is a medical or dental plan, respectively, in the respective plan year in which the Effective Time occurs. (e) Each Continuing Employee and Coop Employee who remains employed continuously by Parent, the Surviving Corporation and its subsidiaries Entity and/or the Coop, as the case may be, for two (2) years following the Closing Date shall pay promptly or provide when due all compensation and benefits required be entitled to be paid pursuant receive, as soon as administratively practicable following the second anniversary of the Closing Date, a bonus payment in cash equal to the terms fifteen percent (15%) of any individual agreement with any such employee, former employee, director or former director ’s annual base salary in effect as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 Closing Date, payable in a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 agreementsingle lump sum cash payment; provided, however, that nothing herein any bonus payments that become due pursuant to this Section 7.06(e) will be paid no later than forty-five (45) days following the end of the calendar month in which the second anniversary of the Closing Date occurs. (f) The Company, a Subsidiary thereof or an ERISA Affiliate, as applicable, shall prevent make all contributions to each Employee Plan that are required through the amendment Effective Time and the Company and each Subsidiary thereof shall pay all compensation, vacation pay, benefits, etc. due through the Effective Time to its employees, directors, equityholders, officers and independent contractors. (g) Nothing in this Section 7.06 shall create any third-party beneficiary rights in any Person including any Company Employee or termination Coop Employee (or any dependent or beneficiary thereof) or require the Company, a Subsidiary thereof, Parent or any Subsidiary of the Parent, including the Surviving Entity, or any of their Affiliates to retain the employment of any specific Person or, except as set forth in Section 7.06(c), provide, amend or continue any Employee Plan or any other employee plan, program policy or arrangementprogram. In no event shall the terms of this Agreement be deemed to (i) establish, require that the Surviving Corporation provide amend, or permit investment modify any Employee Plan or any “employee benefit plan” as defined in the securities Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Company or any of their respective Affiliates; (ii) alter or limit the ability of Parent or any of its Subsidiaries (including, after the Closing Date, the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 Entity and its subsidiariesSubsidiaries) to amend, to the same extent as such service was credited for such purpose by the Companymodify or terminate any Employee Plan, under each employee employment agreement or any other benefit or employment plan, program, agreement or arrangement of after the Closing Date; or (iii) confer upon any Person, any right to employment or continued employment or continued service with the Parent in which such employees are eligible to participate for purposes or any of eligibility and vesting; providedits Subsidiaries (including, howeverfollowing the Closing Date, 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 Entity and its subsidiaries become eligible to participate in a medicalSubsidiaries), dental or health plan of Parent constitute or its subsidiaries, Parent shall cause such plan to (i) waive create an employment or other agreement with any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationPerson. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On Prior to the Effective Time, the Company shall take (or cause to be taken) all actions reasonably determined by Purchaser to be necessary or appropriate to (i) terminate, effective immediately prior to the Effective Time, any Company Plans or the Company’s or its Subsidiaries’ participation in and liability for benefits under such plans which will not be retained by Purchaser, (ii) terminate, effective as of the Effective Time, the Contracts described in Section 6.11(a) of the Company Disclosure Letter and the Purchaser shall pay at or immediately following the Effective Time (such costs to be Assumed Contract Costs) the maximum amounts payable thereunder, subject to any 280G limitations applicable thereto (such limitation calculated without regard to the application of any severance, change of control, or retention payments made under any contract or agreement entered into between Purchaser or CCF Bank and any Continuing Employee), (iii) amend, to the extent reasonably requested by Purchaser, any Company Plans intended to be retained by Purchaser, and (iv) provide substantiation of the foregoing or that other actions have been completed that are required to maintain compliance with Applicable Law, including ERISA and the Code. (b) The Company and its Subsidiaries shall provide group medical coverage to their employees until the Effective Time in a manner reasonably expected to avoid triggering a Tax or penalty under Section 4980H of the Code. (c) Purchaser agrees that it will, from and after the Effective Time, Parent shall cause honor all employment Contracts entered into by the Surviving Corporation and Company or its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Subsidiaries 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 hereof for all employees (and former employees) and directors (and former directorsdescribed in Section 6.11(c) of the Company Disclosure Letter, provided, that, such Contracts are not subject to any Taxes under Sections 280G or 409A of the Code. Where applicable and its subsidiaries. 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 except to the terms extent that it would result in duplication of any individual agreement with any employeebenefits, former employee, director or former director in effect as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, each Continuing Employee 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given receive full credit for all service with the Company or its Subsidiaries for purposes of determining eligibility to participate and its subsidiaries, to the same extent as such service was credited for such purpose by the Company, vesting under each employee benefit plan, program, policy or arrangement of the Parent in which to be provided by Purchaser to 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 Continuing Employees 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 extent such plan to (i) waive any preexisting condition limitations for conditions covered service was recognized under the applicable medicalbenefit plan immediately preceding the Effective Time. If, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 after the Effective Time, could have taken any Continuing Employee is terminated from employment without cause prior to the first anniversary of the Closing Date, Purchaser shall provide severance benefits consisting of 1 week of pay for each Year of Service with the Company or refrained from takingits Subsidiaries, with a minimum of 2.0 weeks’ salary and a maximum of twenty (20) weeks’ salary in a lump sum, subject to any withholdings required by Applicable Law, except to the extent such severance benefit, when added to any other benefits payable to the Continuing Employee, would cause the Continuing Employee to become subject to Section 280G of the Code. “Year of Service” as used herein means each full twelve-month period for which such employee was an actual employee of the Company or its Subsidiaries and shall not include any such time period where such employee was previously employed by Purchaser, or any other person other than the Company or its Subsidiaries. Such severance shall be subject to and conditioned on such Continuing Employee’s execution, delivery and non-revocation of a release of claims in favor of Purchaser and the Affiliates of Purchaser.

Employee Benefits Matters. (a) On Immediately after the Closing, Parent shall grant a pool of RSUs in an aggregate amount equal to $20,000,000 less the value of the aggregate “spread” of the Substituted Options (such amount, the “RSU Pool”). The number of RSUs to be awarded shall be equal to the quotient obtained by dividing the RSU Pool by the Parent Stock Price. Prior to the date hereof, Parent has delivered to the Company a tentative schedule of such RSU grants. During the Pre-Closing Period, Parent and the Company shall cooperate with each other in connection with the preparation of a final schedule of RSU grants which shall include the name of the recipient and the number of RSUs to be awarded to such recipient immediately after the Closing. The RSUs will either vest annually over a four-year period starting on the Closing Date or, for performance-based RSUs, vest over a two-year period if specified performance targets are achieved. (b) Prior to the Closing, the Company shall use commercially reasonable efforts to amend the Substituted Options to provide that, […***…]. * (c) The Company shall not and shall instruct Administaff not to make any communication to any Employees regarding any 401(k), other retirement plan, group health, life insurance, disability, accidental death and dismemberment insurance or employee stock option or purchase plan maintained or other benefit plan maintained by Parent or any of its Affiliates or any compensation or benefits to be provided after the Closing Date without the advance written approval of Parent; provided, however, that, upon request of the Company, Parent shall promptly provide a description of the compensation and benefits to be provided to Employees after the Closing. (d) Prior to the Closing Date, the Company shall make, or cause to be made, all contributions and pay all premiums under each Employee Plan with respect to periods ending on or prior to the Closing Date. (e) Prior to the Closing Date, the Company shall terminate, or cause to be terminated, the Benefit Plans and shall provide Parent with an opportunity to review and comment on any documentation or correspondence relating to such termination. (f) Within three months following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, offer Company employees who continue in the employment of the Surviving Corporation (the “Surviving Corporation Employees”) participation in employee benefit programs on terms that are reasonably similar to those offered to Parent’s similarly-situated employees, as determined by Parent. Parent shall treat, cause the Surviving Corporation to treat, and its subsidiaries cause the applicable benefit plans to promptly pay or provide when due all compensation and benefits earned through or prior treat, the service of Company Employees with the Company attributable to any period before the Effective Time as provided pursuant service rendered 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or arrangement of the Parent in which such employees are eligible to participate for purposes of eligibility to participate 48 *Confidential Treatment Requested and vesting; provided. Unless otherwise prohibited by the applicable plan, however, that in no event Parent shall the employees be entitled to not treat any credit to the extent that it would result in Surviving Company Employee as a duplication “new” employee for purposes 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 any exclusions under any health or health similar plan of Parent or its subsidiaries, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation for a pre-existing medical condition, and their subsidiaries from taking Parent shall credit any action deductibles and co-pays paid under any of the Employee Plans towards deductibles and co-pays under the health plans of Parent or refraining from taking any action the Surviving Corporation for the plan year in which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingClosing Date occurs.

Employee Benefits Matters. (a) On The parties shall cooperate to establish an equity incentive award plan for the Company Surviving Corporation with an initial award pool of Holdings Common Stock equal to 15% percent of the shares of Holdings Common Stock outstanding as of immediately after the Effective Time (rounded up to the nearest whole share) with an automatic annual increase of 2%, and which plan shall be effective at and after the Effective TimeClosing (the “Equity Plan”). (b) Holdings shall, Parent or shall cause the Company Surviving Corporation and each of its subsidiaries subsidiaries, as applicable, to promptly pay or use commercially reasonable efforts to provide when due all compensation and benefits earned through or prior to the employees of the Company who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as provided pursuant to applicable, under any employee benefit plan, program or arrangement established or maintained by the terms Company Surviving Corporation or any of any compensation arrangements, employment agreements and employee or director benefit plans its subsidiaries (including, without limitation, deferred compensation plans), programs and policies any employee benefit plan as defined in existence as of the date hereof for all employees (and former employees) and directors (and former directorsSection 3(3) of the Company ERISA and its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly any vacation or provide when due all compensation and benefits required other paid time-off program or policy) for service accrued or deemed accrued prior 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of with the Company) of the Company 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 such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plan, program such benefit or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, apply to the same extent as such service was credited for such purpose by the Company, 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 accrual of benefits with respect to the same period of serviceunder a defined benefit pension plan. (c) If employees The provisions of this Section 7.6 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 shall require the Company, ShoulderUp, Holdings, the Company Surviving Corporation and each of its subsidiaries become eligible to participate in a medicalcontinue any Plan or other employee benefit arrangements, dental or health plan of Parent prevent their amendment, modification or its subsidiaries, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationtermination. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after For a period of one (1) year following the Effective TimeTime (or such shorter period as a Continuing Employee remains employed by the Buyer or any of its Subsidiaries following the Effective Time but prior to the one (1) year anniversary thereof) (the “Continuation Period”), Parent the Buyer shall provide, or shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or be provided, to each Company Employee as of immediately prior to the Effective Time who remains so employed immediately following the Effective Time (“Continuing Employees”) (i) a base salary or wage rate, as applicable, and target cash annual bonus and commission opportunities, as applicable, that are no less favorable, with respect to each category, than the base salary or wage rate and target cash annual bonus and commission opportunities, as applicable, provided pursuant to such Continuing Employee immediately before the terms of any Effective Time and (ii) other employee benefits (excluding severance, equity or equity-based compensation arrangementsopportunities, defined benefit pension, post-employment agreements welfare and employee or director benefit plans (including, without limitation, nonqualified deferred compensation plans)benefits) that are no less favorable, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directorsaggregate, than the other employee benefits provided to such Continuing Employee immediately before the Effective Time under the Company Plans listed on Section 3.16(a) of the Company Disclosure Schedule; provided, that, the Buyer can substitute the Buyer’s own employee benefit programs for a Company Plan consistent with, and its subsidiariessubject to, the foregoing. Parent and the Company agree that Buyer or the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required to be paid pursuant will carry over the pre-Closing PTO balances for any Continuing Employees to the terms of any individual agreement with any employee, former employee, director or former director extent such amounts are reflected in effect as of the date hereofClosing Net Working Capital. (b) Parent shall cause For purposes of determining (1) eligibility to participate under the Surviving CorporationNew Plans, for the period commencing at the Effective Time and ending on the first anniversary thereof, (2) match level in connection with a New Plan intended to provide employee benefits be qualified 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the CompanySection 401(a) of the Company Code, (3) future vacation and/or paid time off accruals and its subsidiaries in effect on the date hereof (4) pursuant to Section 5.6(c), each Continuing Employee shall, subject to applicable law and employees covered by collective bargaining agreements shall applicable tax qualification requirements, be provided credited with such benefits as shall be required under the terms his or her years 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, Subsidiaries and their respective predecessors before the Effective Time to the same extent as such service Continuing Employee was credited entitled, prior to the Effective Time, to credit for such purpose by service under the Company, analogous Company Plan; provided that the foregoing shall not apply with respect to benefit accrual under each employee any defined benefit plan, program, or arrangement vesting service for a New Plan intended to be qualified under Section 401(a) of the Parent in which such employees are eligible to participate Code, for purposes of eligibility and vesting; provided, however, that in no event shall the employees be entitled to any credit purpose under any retiree or post-termination medical plan or to the extent that it its application would result in a duplication of compensation or benefits. In addition, and without limiting the generality of the foregoing, (i) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits with respect to any Continuing Employee in the year in which the Effective Time occurs, the Buyer shall use commercially reasonable 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, unless such conditions would not have been waived under the corresponding Company Plan in which such Continuing Employee participated immediately prior to the same period Effective Time and (ii) for the year in which the Effective Time occurs, the Buyer shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents and credited under a Company Plan that is a group health plan during the portion of servicethe plan year of such Company Plan prior to the Effective Time to be taken into account under the corresponding 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 incurred in accordance with such New Plan. (c) If employees any Continuing Employee’s (who is not otherwise a party to an agreement providing for severance benefits) employment terminates on or following the Effective Time but prior to the first anniversary 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 Effective Time under circumstances under which such plan to (i) waive any preexisting condition limitations for conditions covered Continuing Employee would have received severance benefits under the applicable medical, health or dental plans Company Severance Practices as set forth on Section 5.6(c) of the Company and Disclosure Schedule, the Buyer will, or will cause its subsidiaries and (iiSubsidiaries, to provide that such Continuing Employee shall be entitled to such severance benefits under the Company Severance Practices as set forth on Section 5.6(c) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationCompany Disclosure Schedule after taking into account the service credited under Section 5.6(b). (d) Nothing in this Section 6.8 Agreement shall require otherwise prohibit the continued employment Buyer or any of any person orits Affiliates (including, with respect to clauses (b) and (c) hereoffollowing the Closing, 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 Subsidiaries) from amending or terminating (in accordance with any applicable terms), or shall be construed as creating or amending any Company Plans or any other compensation or benefit plans, programs, policies, practices, agreements and arrangements sponsored or maintained by the Company, the Buyer or any of their Subsidiaries, including each Company Plan and New Plan, and nothing in this Agreement shall otherwise require the Buyer or any of its Affiliates (including, following the Closing, the Company and its Subsidiaries) to create or continue any particular compensation or benefit plan, program, policy, practice, agreement or arrangement after the Effective Time or to employ any particular person on any particular terms. The provisions of this Section 5.6 are solely for the benefit of the parties to this Agreement, and no current or former employee, officer, director, manager or consultant, or any other individual associated therewith or any other Person, shall be regarded for any purpose as a third party beneficiary of this Section 5.6. Nothing in this Section 5.6 shall obligate the Buyer or any of its Affiliates (including, following the Closing, the Company and its Subsidiaries) to continue the employment of any Company Employee for any specific period. The provisions of Sections 5.6(a) through 5.6(c) shall not apply to persons employed by the Company or any of its Subsidiaries outside the United States, it being agreed that such persons shall be treated in accordance with applicable Law and the terms of any Contracts covering them. (e) To the extent requested by the Buyer at least three (3) days prior to Closing, the Company shall, or shall cause its applicable Subsidiary to, adopt written resolutions necessary and appropriate to terminate each Company Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code (the “401(k) Plan”), effective no later than one day immediately preceding the Effective Time. The Company shall, or shall cause its applicable Subsidiary to, deliver to the Buyer, no later than one (1) day immediately preceding the Effective Time, could have taken evidence that the board of directors or refrained from takingother authorized body of such entity has validly adopted such resolutions to (i) terminate such 401(k) Plan (the form and substance of which shall be subject to prior review and approval of the Buyer); (ii) cease all contributions to such 401(k) Plan for any compensation paid after such termination date; and (iii) fully vest the account balance of each participant in such 401(k) Plan, with such termination, cessation of contributions and vesting to be effective no later than one (1) day immediately preceding the Closing Date. (f) The Buyer and the Company shall use reasonable best efforts to develop and agree to, prior to Closing, an equity incentive compensation plan for Continuing Employees pursuant to the Buyer’s 2021 Stock Option and Performance Incentive Plan.

Employee Benefits Matters. (a) On From and after the Effective TimeDate, Parent shall cause the Surviving Corporation Company and its subsidiaries Subsidiaries and their successors and assigns to promptly pay or provide when due honor in accordance with their terms, all compensation contracts, agreements, arrangements, policies, plans and benefits earned through or commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time as provided pursuant Date that are applicable to the terms of any compensation arrangements, employment agreements and employee current or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all former employees (and former employees) and or directors (and former directors) of the Company and its subsidiaries. or any Subsidiary; provided, however, that nothing contained herein shall prohibit Parent and or the Company agree that or any of Parent's subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in accordance with their terms. Employees of the Surviving Corporation Company or any Subsidiary 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 Company or any of its subsidiaries or their successors and assigns after the Effective Date for service accrued or deemed accrued prior to the Effective Date with the Company or any Subsidiary; provided, however, that such crediting of service shall pay promptly not operate to duplicate any benefit or provide when due all compensation and benefits required the funding of any such benefit. In addition, Parent shall waive, or cause to be paid pursuant waived, any limitations on benefits relating to any pre-existing conditions to the terms of same extent such limitations are waived under any individual agreement with any employee, former employee, director or former director in effect as comparable plan of the date hereof. (b) Parent shall cause the Surviving CorporationCompany or its subsidiaries and recognize, for the period commencing at the Effective Time purposes of annual deductible and ending on the first anniversary thereof, to provide employee benefits out-of-pocket limits under its medical and dental plans, programs deductible and arrangements which, in the aggregate, will provide benefits to the out-of-pocket expenses paid by 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be provided with such benefits calendar year in which the Effective Date occurs. (b) As soon as shall be required under practicable after the terms execution 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 Parentthis Agreement, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation and Parent shall confer and work together in good faith to 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, under each agree upon mutually acceptable 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 servicecompensation arrangements. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On Except as specifically contemplated by this Agreement and except with respect to employees of the Seller, the Quadrem Group or any Quadrem Subsidiary whose employment is covered by a PEO Agreement (each such employee, a “Co-Employed Employee”), all employees of the Seller, the Quadrem Group or any Quadrem Subsidiary who become employees of the Buyer or of any of its Subsidiaries after the Effective Time, Parent Closing shall cause continue in their existing benefit plans on substantially the Surviving Corporation same terms and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or conditions in the aggregate as in effect immediately prior to the Effective Time Closing until such time as, in Buyer’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Buyer for its and its affiliates’ employees in the United States and outside of the United States. Each Co-Employed Employee who either remains employed by the Quadrem Group or any Quadrem Subsidiary after the Closing or becomes an employee of the Buyer or any of its Subsidiaries after the Closing shall become eligible for coverage under the employee benefits plans and programs maintained by the Buyer for its and its affiliates’ employees as provided pursuant soon as is practicable following the Closing. In each case, to the terms of any compensation arrangements, employment agreements and extent permitted under Buyer’s employee or director benefit plans (includingand programs, as in effect from time to time, if applicable, such employee benefits shall be provided without limitationany preexisting conditions, deferred compensation plans), programs and policies in existence limitations or exclusions to the extent no such limitations or exclusions applied as of the date hereof Closing to such employees under the plans of Seller, the Quadrem Group and each Quadrem Subsidiary in which such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under such applicable entity’s employee benefit plans for the covered expenses already incurred by employees (of Seller, the Quadrem Group and former employees) each Quadrem Subsidiary for the year in which the Closing occurs. To the extent permitted under Buyer’s employee benefit plans and directors (and former directors) of the Company and its subsidiaries. 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 employeeprograms, former employee, director or former director as in effect as of the date hereof. from time to time, if applicable (b) Parent it being understood that Buyer’s equity incentive and cash bonus plans shall cause the Surviving Corporationnot constitute such an employee benefit plan or program), for the period commencing at the Effective Time and ending on the first anniversary thereof, to Buyer shall provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees of the Surviving Corporation Seller, the Quadrem Group and its subsidiaries (other than each Quadrem Subsidiary who become employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) Buyer or any of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements shall be provided Subsidiaries or who remain employed 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 Quadrem Subsidiary after the Surviving Corporation or interfere Closing (all such employees, “Continuing Employees”) with the Surviving Corporation's right or obligation to 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 applicable employer entity under all applicable employee benefit plans, including for purposes of eligibility, waiting periods, vesting and its subsidiariesother plan rights and features, to the same extent as such service was credited for such purpose would have been recognized by the CompanySeller, the Quadrem Group or a Quadrem Subsidiary (in each case, as applicable) under each comparable plans immediately prior to the Closing Date. Buyer shall take such reasonable actions as are necessary to allow Continuing Employees to participate in the health, welfare and other benefit programs of Buyer, to the extent permitted by Buyer’s benefits and employee benefit plan, programbenefits programs, or arrangement alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of the Parent Buyer in which such similar functions and positions on similar terms. Such employees are may be eligible to participate for purposes in Buyer’s equity incentive and cash bonus plans at the sole discretion of eligibility Buyer. (b) Simultaneously with the execution of this Agreement, Buyer has entered into employment agreements (collectively, the “Employment Agreements,” and, individually, an “Employment Agreement”) with the individuals set forth on Schedule 6.04(b)(1) hereto and vesting; providedtransition agreements (collectively, howeverthe “Transition Agreements,” and individually, that in no event shall a “Transition Agreement”) with 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 serviceindividuals set forth on Schedule 6.04(b)(2) hereto. (c) If employees Simultaneously with the execution of this Agreement, Buyer has entered into non-solicitation and non-competition agreements (collectively, the Surviving Corporation “Non-Solicitation and its subsidiaries become eligible to participate in Non-Competition Agreements”, and, individually, a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause such plan to (i“Non-Solicitation and Non-Competition Agreement”) waive any preexisting condition limitations for conditions covered under with the applicable medical, health or dental plans of the Company and its subsidiaries and (iiindividuals set forth on Schedule 6.04(c) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationhereto. (d) All necessary corporate action to terminate or withdraw from the 401(k) plan adopted by Quadrem US, Inc. and Quadrem Continental, Inc. (the “401(k) Plan”) shall have been taken effective at least one day prior to the Closing Date, but contingent on the Closing occurring. Not less than three (3) business days prior to the Closing Date, Buyer shall have received from the Company evidence that the Boards of Directors of Quadrem US, Inc. and Quadrem Continental, Inc. have adopted resolutions to terminate or withdraw (as applicable) from the 401(k) Plan (the form and substance of which resolutions shall be subject to Buyer’s reasonable approval) and taken other necessary corporate actions to terminate or withdraw (as applicable) from the 401(k) Plan. (e) Subject to applicable Laws, the Quadrem Group, each Quadrem Subsidiary and each ERISA Affiliate thereof agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements. Not less than three (3) business days prior to the Closing Date, Buyer shall receive from the Company evidence that such group plans, programs or arrangements have been terminated pursuant to resolutions adopted by the Board of Directors of the applicable Quadrem Subsidiary or member of the Quadrem Group (the form and substance of which resolutions shall be subject to Buyer’s reasonable approval), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (f) The Seller, the Quadrem Group and any Quadrem Subsidiary shall take all action necessary to terminate any PEO Agreement effective prior to the Closing. (g) Notwithstanding any of the foregoing, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or any Company Subsidiary (including the Quadrem Group or any Quadrem Subsidiary) or the funding of any such benefit. Nothing in this Section 6.8 6.04 shall require be construed to entitle any employee to continue his or her employment for any period of time, nor to interfere with the continued employment rights of Buyer and/or the Company or any Company Subsidiary (including the Quadrem Group or any Quadrem Subsidiary) to discharge or discipline any employee, to change the terms of any person oremployee’s employment or to amend or terminate employee benefits plans or programs at any time. (h) The Seller, with respect the Quadrem Group and each Quadrem Subsidiary, as applicable, shall take any and all actions necessary to clauses (b) terminate the Company’s 2010 Short-Term Incentive Plan, the 2004 Stock Incentive Plan, the 2009 Long-Term Incentive Plan, and (c) hereofall outstanding awards and obligations under these plans, prevent effective as of 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 takingClosing.

Employee Benefits Matters. (a) On and For a period of at least one year after the Effective Time, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements arrangements, other than equity compensation plans, which, in the aggregate, aggregate will provide compensation and employee benefits to the employees of the Surviving Corporation Company and its subsidiaries (other than employees covered by a collective bargaining agreement) which the Company Subsidiaries which, taken together, are no less favorable in to the aggregate employees than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of by the Company and its subsidiaries or the Company Subsidiaries in effect on the date hereof hereof. For purposes of vesting and employees covered by collective bargaining agreements shall be provided with such eligibility to participate and level of benefits as shall be required under the terms compensation and benefit plans covering any individual who is a current employee 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes Company Subsidiaries as are necessary to conform with applicable law. Employees of the Surviving Corporation Effective Time (“Company Employees”) after the Effective Time (the “New Plans”), each Company Employee shall be given credit for all credited with his or her years of service with the Company or any Company Subsidiary and its subsidiariestheir respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Benefit Plan in which such employees are Company Employee participated or was eligible to participate immediately prior to the Effective Time. In addition, and without limiting the generality of the foregoing, (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Benefit Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of eligibility and vesting; providedeach New Plan providing medical, howeverdental, that in no event shall the employees be entitled pharmaceutical and/or vision benefits 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 subsidiariesCompany Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such plan New Plan to (i) waive any preexisting condition limitations be waived for such employee and his or her covered dependents, unless such conditions covered would not have been waived under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under comparable Old Plans in which such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 employee participated immediately prior to the Effective Time, could have and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or refrained from takingher covered dependents as if such amounts had been paid in accordance with such New Plan. Parent and the Surviving Corporation shall be solely responsible for satisfying the requirements arising out of Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9.

Employee Benefits Matters. (a) On The Buyer hereby agrees that, for a period of one year after the Effective Time, it shall, or it shall cause the Surviving Corporation and its subsidiaries to, (i) provide employees of the Company as of the Effective Time (each, an “Employee”), with salary, employee benefits and incentive compensation opportunities (other than equity-based compensation) that are comparable in the aggregate to those provided to such Employees immediately prior to the Effective Time. From and after the Effective Time, Parent the Buyer shall cause the Surviving Corporation and its subsidiaries to promptly pay comply with the terms of (including, without limitation, terms which provide for amendment or provide when due termination) all compensation Contracts of the Company (other than the Company Stock Options cancelled pursuant to Section 2.3(a)) as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company. Nothing herein shall be deemed to be a guarantee of employment for any Employee, or to restrict the right of the Buyer or the Surviving Corporation to terminate any Employee or amend or terminate any Company Plan. (b) Employees shall receive credit for all purposes (including for purposes of eligibility to participate, vesting, and benefits earned through benefit accrual, but excluding benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement established or maintained by the Buyer, the Surviving Corporation or any of their respective subsidiaries under which Employees may be eligible to participate on or after the Effective Time to the same extent recognized by the Company under comparable Company 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. Such plan, program or arrangement shall credit Employees for service accrued or deemed accrued on 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 servicebenefit. (c) If employees of With respect to the welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by the Buyer or the Surviving Corporation and its subsidiaries (“Buyer Welfare Benefit Plans”) in which an active Employee may become eligible to participate in a medicalthe one-year period following the Effective Time, dental or health plan of Parent or its subsidiaries, Parent the Buyer shall cause such plan to (i) waive waive, or use commercially reasonable 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 active Employee under any preexisting condition limitations for conditions covered Buyer Welfare Benefit Plan to the same extent waived under the applicable medical, health or dental plans of the a comparable Company and its subsidiaries Plan and (ii) honor use commercially reasonable efforts to cause any deductible and out of pocket eligible expenses incurred by the employees any Employee and their beneficiaries his or her covered dependents under such plans comparable Company Plans during the portion plan year in which such individuals move to a comparable Buyer Welfare Benefit Plan to be taken into account under the Buyer Welfare Benefit Plans for purposes of the calendar year prior satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such participationEmployee and his or her dependents as if such amounts had been paid in accordance with the Buyer Welfare Benefit Plans. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after the Effective TimeParent agrees that, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for during the period commencing at the Effective Time and ending on the first 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 Effective Time (the "Transition Period"), Parent shall, or shall cause the Company and its subsidiaries Subsidiaries to: (other than i) maintain each Company Compensation and Benefit Plan that provides current and former directors and employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries Subsidiaries who are receiving benefits under the Company Compensation and Benefit Plans as of immediately prior to the Effective Time (the "Affected Employees") with retirement (e.g., defined contribution and excess savings), welfare, vacation and other fringe benefits, as applicable, with each such plan to provide such benefits, at such costs, as are no less favorable than each such plan provides immediately prior to the Effective Time; (ii) maintain (A) (subject to increases in the ordinary course of business) all annual base salary and wage rates of each Affected Employee at no less than the levels 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, immediately prior to the same extent as such service was credited for such purpose by Effective Time, and (B) all Company Compensation and Benefit Plans that provide each Affected Employee with annual cash bonus opportunities (including target bonus amounts that are payable subject to the Company, under each employee benefit plan, program, or arrangement satisfaction of performance criteria that are comparable to those criteria in effect immediately prior to the Parent Effective Time) that are no less favorable than those in which such employees are eligible effect immediately prior to participate for purposes of eligibility and vestingthe Effective Time; provided, however, that in no event shall full satisfaction of Parent's obligations of under this Section 7.9(a)(ii)(B) in respect of any annual bonus opportunity due, in respect of the employees be entitled year in which the Effective Time occurs (the "Closing Year"), to any credit Affected Employee who, immediately prior to the Effective Time, participates in either the Company Executive Officer Incentive Plan or the Company Management Incentive Plans (together, the "Executive Bonus Plans"), each such Affected Employee shall receive such payment(s) as are required to be paid in respect of the Closing Year by the Company to such Affected Employee pursuant to Section 7 of the applicable Executive Bonus Plan; such that, for the avoidance of doubt, no such Affected Employee shall receive a duplicative annual bonus payment in respect of the Closing Year; and (iii) maintain, without any amendment that may be adverse to any Affected Employee (other than as required by applicable Law), the Barr Pharmaceuticals Severance Package Pay Plan for U.S. Sexxxx Executives, the Barr Pharmaceuticals Long-Term International Assignment Policy axx xhe PLIVA Severance Pay Plan (non-exempt and exempt levels through senior director and I-V), and to honor the terms of such plans in the event that any Affected Employee's employment is terminated in circumstances that give rise to the provision of benefits under such plans. (b) Parent agrees that, during the period commencing at the Effective Time and ending on the second anniversary of the Effective Time, Parent shall, or shall cause the Company and its Subsidiaries to maintain, without any amendment that may be adverse to any Affected Employee (other than as required by applicable Law), the Barr Pharmaceuticals, Inc. Severance Pay Plan for U.S. Employees xxx to honor the terms of such plan in the event that any Affected Employee's employment is terminated in circumstances that give rise to the provision of benefits under such plan. (c) From and after the Effective Time, Parent shall cause service by Affected Employees to be taken into account for purposes of eligibility to participate, eligibility to commence benefits, vesting and benefit accruals (other than any defined benefit pension plan in the United States or otherwise required under applicable Law) under the Parent Compensation and Benefit Plans in which such employees participate (except to the extent that it such treatment would result in a duplication duplicative accrual of benefits with respect to for the same period of service). Parent shall make all amendments to any Parent Compensation and Benefit Plans as may be required to provide for the foregoing and for the provisions of Section 7.9(d) below. (cd) If employees of From and after the Surviving Corporation and its subsidiaries become eligible Effective Time, Parent shall, with respect to Affected Employees entitled to participate in a medicalany Parent Compensation and Benefit Plans subject to United States law, dental (i) cause to be waived any pre-existing condition limitations and any waiting period limitations under welfare benefit plans, policies or health plan practices of Parent or its subsidiaries, Parent shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans Subsidiaries in which employees of the Company and or its subsidiaries Subsidiaries participate and (ii) honor cause to be credited any deductible deductibles, co-payment amounts and out of out-of-pocket expenses incurred by the such employees and their beneficiaries under such plans and dependents during the portion of the calendar year prior to such participationparticipation in the Parent Compensation and Benefit Plans. (de) Nothing in this Section 6.8 At all times from and after the Effective Time, Parent shall, or shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which cause the Company and its subsidiaries Subsidiaries to, honor all its obligations and commitments, and those of the Company and any of its Subsidiaries under all employment, compensation, benefit and severance agreements, plans, policies and arrangements set forth on Section 7.9(e) of the Company Disclosure Schedules. (f) Not less than one (1) Business Day, nor more than three (3) Business Days, prior to the Effective TimeClosing Date, could have taken the Company shall deliver to Parent a true, accurate and complete list, as of the date of such delivery and for each holder, of the number of shares of Company Common Stock subject to Company Options or refrained from takingother rights to purchase or receive Company Common Stock, together with the dates of grant and the exercise prices thereof. (g) Nothing contained in this Section 7.9, express or implied: (i) is intended to confer upon any current or 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 (ii) is intended to confer upon any Person (including for the avoidance of doubt any Affected Employee) any right as a third-party beneficiary of this Agreement.

Employee Benefits Matters. (a) On and after the Effective TimeThe Purchaser shall, Parent or 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 arrangementsAffiliates to, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all credit employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing Subsidiaries at the Effective Time Closing (“Company Employees”) for purposes of eligibility to participate, vesting and ending on the first anniversary thereof, to provide employee benefits benefit calculation purposes (but not for purposes of benefit accrual 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 agreementany defined benefit pension plan) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the such Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given credit for all Employees’ service with the Company and its subsidiariesSubsidiaries under all employee plans, programs or arrangements maintained by Purchaser or its Affiliates for such Company Employees will be eligible after the Closing (each, a “New Plan”) to the same extent as such service was credited for such purpose is recognized by the Company, Company and its Subsidiaries immediately prior to the Closing under each employee benefit plan, program, or arrangement of the Parent any Benefit Plan in which such employees are participate immediately prior to the Closing (each, an “Old Plan”). (b) Purchaser shall cause the terms of each New Plan to provide that: (i) each Company Employee shall be immediately eligible to participate for purposes of eligibility participate, without any waiting time, in any and vesting; provided, however, that in no event shall the employees be entitled to any credit all New Plans to the extent that it would result in a duplication coverage under such New Plan is of benefits with respect to the same period of service. (c) If employees of type as provided under an Old Plan in which such Company Employee participated immediately before 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 applicable medical, health or dental plans of the Company and its subsidiaries Closing; and (ii) honor for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any deductible Company Employee, the Purchaser shall cause all pre-existing condition exclusions and out actively-at-work requirements of pocket such New Plan to be waived for any 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 Closing and Purchase shall cause any eligible expenses incurred by the employees such employee and their beneficiaries under such plans his or her covered dependents during the portion of the calendar plan year prior of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such participationemployee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On For a period of 12 months immediately following the Closing Date, Parent shall provide to employees of the Company or the Company Subsidiaries immediately before the Effective Time who are employed by the Surviving Corporation or any Subsidiary of the Surviving Corporation immediately following the Effective Time (“Continuing Employees”) benefits (excluding any equity or equity-based plan, program or arrangement) that are substantially similar in the aggregate to the benefits (excluding any equity or equity-based plan, program or arrangement) provided by the Company to Continuing Employees immediately prior to the date of this Agreement. (b) From and after the Effective TimeClosing Date, with respect to each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of the Surviving Corporation, but not including any sabbatical or equity compensation plans, programs, agreements or arrangements (collectively, the “Parent Benefit Plans”) that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA in which any Continuing Employee is or becomes eligible to participate, Parent shall use commercially reasonable efforts to cause each such Parent Benefit Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the Surviving Corporation same extent that such pre-existing conditions, waiting periods, required physical examinations and its subsidiaries to promptly pay exclusions would not have applied or provide when due all compensation and benefits earned through or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to the Effective Time as provided pursuant his commencement of participation in such Parent Benefit Plan but only 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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 extent permitted under the terms and conditions of any individual agreement with any employee, former employee, director or former director Parent’s applicable insurance contracts in effect as of the date hereof. Closing Date and (bii) to the extent permitted under the applicable Parent shall cause the Surviving CorporationBenefit Plan and applicable insurance contracts, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, credit co-payments or deductibles paid by Continuing Employees 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or arrangement of the Parent plan year in which such employees are eligible to participate the Closing occurs for purposes of eligibility and vesting; provided, however, that in no event shall satisfying any deductible or co-payment requirements under 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 serviceapplicable Parent Benefit Plan. (c) If employees No later than fifteen (15) Business Days following the date of this Agreement, with respect to each “officer” of the Surviving Corporation Company (as defined in Rule 16a-1 promulgated under the Exchange Act) (each a “Section 16 Officer”) and its subsidiaries become eligible to participate any other “disqualified individual” of the Company (as defined in Section 280G(c) of the Code), the Company shall furnish a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause such plan to schedule that sets forth (i) waive any preexisting condition limitations for conditions covered under the applicable medicalCompany’s reasonable, health or dental plans good faith estimate of the Company maximum amount (separately identifying single and its subsidiaries double-trigger amounts and any tax gross-up payments) that could be paid to such Section 16 Officer or other disqualified individual as a result of any of the Transactions (alone or in combination with any other event), (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion “base amount” (as defined in Section 280G(b)(3) of the calendar year Code) for each such Section 16 Officer or other disqualified individual and (iii) underlying documentation on which such calculations are based. The schedules and underlying documentation required by this Section 6.17(c) shall be updated and delivered to Parent not later than ten (10) Business Days prior to such participationthe anticipated Closing Date. (d) Parent, the Company and the Surviving Corporation acknowledge and agree that all provisions contained in this Section 6.17 are included for the sole benefit of the respective parties to this Agreement and shall not create any right in any other Person, including any Company Employee, any participant in any Company Employee Plan or Parent Benefit Plan or any beneficiary thereof or any right to continued employment with Parent, Company, the Surviving Corporation or any of their Affiliates. Nothing in this Section 6.8 6.17 shall be deemed to amend any Company Employee Plan, any Parent Benefit Plan or to require the continued employment of any person orParent, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation or any of their Affiliates to permit any Person to participate in any particular benefit plan sponsored or maintained by Parent or any of its Affiliates, or to continue or amend any particular benefit plan, before or after the consummation of the Transactions, and their subsidiaries from taking any action such plan may be amended or refraining from taking any action which the Company terminated in accordance with its terms and its subsidiaries prior to the Effective Time, could have taken or refrained from takingapplicable Law.

Employee Benefits Matters. (a) On From and after the ------------------------- acceptance for payment of Shares in the Offer (the "Specified Date") until the -------------- first anniversary of the Effective Time, Parent shall maintain, or cause the Surviving Corporation to maintain, employee benefit plans and its subsidiaries arrangements (specifically understood not to promptly pay include equity-based plans or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any other incentive 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, which will provide benefits to the employees of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreement) which that are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) employees of the Company and its subsidiaries Subsidiaries than those provided under the Plans in effect on immediately prior to the date hereof Specified Date. (b) From and employees covered by collective bargaining agreements after the Specified Date, Parent shall be provided with such benefits as honor and 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 cause the Surviving Corporation provide to honor in accordance with their respective terms the Company's Plans and all of the Company's other employee benefit, compensation, employment, severance and termination agreements, plans and policies, including any rights or permit investment benefits arising as a result of transactions contemplated by this Agreement (either alone or in combination with any other event); it being agreed and acknowledged by Parent that the securities consummation of Parentthe Offer and the other transactions contemplated by this Agreement constitute a "change of control" for all purposes under all such agreements, plans and policies. (c) For all purposes under the employee benefit plans of Parent and its affiliates (including the Surviving Corporation) providing benefits to any current employees of the Company or any of its Subsidiaries (the Surviving Corporation or interfere with "Company ------- Employees") after the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation Effective Time, each Company Employee shall be given credit for all credited --------- with his or her years of service with the Company and its subsidiariesaffiliates (and any predecessor entities thereof) before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time (or if earlier, the Specified Date), to credit for such purpose by the Companyservice under any similar Company Plans, under each employee benefit plan, program, or arrangement of the Parent in which such employees are eligible to participate except (A) for purposes of eligibility and vesting; provided, however, that in no event shall the employees be entitled to any credit benefit accrual under defined benefit pension plans or (B) to the extent that it giving such credit would result in a duplication of accrued benefits with in respect to of the same period of service. (c) If employees of the Surviving Corporation and . Parent shall, or shall cause its subsidiaries become to, provide each Company Employee with credit for any co- payments and deductibles incurred prior to the Effective Time (or such earlier or later transition date to new welfare benefits plans) for the calendar year in which the Effective Time (or such earlier or later transition date) occurs, in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that the Company Employees are 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 after the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationEffective Time. (d) Nothing in this Section 6.8 Notwithstanding anything to the contrary contained herein, from the Specified Date until the first anniversary of the Effective Time, Parent shall, or shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or cause the Surviving Corporation to, honor and their subsidiaries from taking continue the Company's severance plans, programs and policies as in effect on the Specified Date, without amendment or modification. (e) As soon as practicable following the date of this Agreement, the Board (or, if appropriate, any action committee administering the Company's 1995 Employee Stock Purchase Plan (the "ESPP")) shall take or refraining from taking cause to be taken such actions ---- as may be necessary to provide that (i) the exercise date in respect of the then current offering period under the ESPP shall be accelerated (consistent with the provisions of Section 3.07 of this Agreement); (ii) any action which requirement to notify the Company of dispositions of Shares acquired pursuant to the ESPP in respect of any dispositions of such Shares in the Offer or the Merger shall be waived; and its subsidiaries (iii) the ESPP shall terminate as of the Effective Time. (f) With respect to Company Employees who are employed or provide services outside the United States ("Non-U.S. Employees"), to the extent required by ------------------ applicable local law, Parent shall, or shall cause the Surviving Corporation to, immediately following the Effective Time, continue the terms and conditions of employment as in effect for Non-U.S. Employees immediately prior to the Effective Time, could have taken or refrained from taking.

Employee Benefits Matters. (a) On and after Subject to the foregoing, for a period of one (1) year following the Effective Time, the Parent shall provide, or shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or provide, to each Company Employee who is employed immediately prior to the Effective Time as provided pursuant to and who, upon the terms of any compensation arrangementsEffective Time, employment agreements and becomes an employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Parent or remains an employee of the Company and or any of its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all Subsidiaries (each such individual, a “Continuing Employee”) (i) a total 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 package no less favorable in the aggregate than those the total compensation package (including base salary, commissions and annual bonus opportunities and value of annual equity awards) provided pursuant to such employee immediately before the Effective Time and (ii) other employee benefits that are substantially comparable, in the aggregate, to the plansother benefits provided to such Continuing Employee immediately before the Effective Time (excluding retiree benefits and defined benefit pension benefits). It is understood that Parent need not provide equity awards provided they are replaced with an equivalent benefit. (b) The Parent shall, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements or 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 cause the Surviving Corporation provide to, ensure that for purposes of vesting, eligibility to participate and level of benefits (but not for purposes of benefit accruals) under the New Benefit Plans, each Continuing Employee will, subject to Applicable Law and applicable Tax qualification requirements, be credited with his or permit investment in the securities her years of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Continuing Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent an analogous Company Employee Plan in which such employees are eligible Continuing Employee participated immediately prior to participate for purposes of eligibility and vestingthe Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, the Parent shall, or shall cause the Surviving Corporation to, ensure that (i) each Continuing Employee will be immediately eligible to participate, without any waiting time, in any New Health Plan to the extent coverage under such New Health Plan is of the same period type as the coverage such Continuing Employee received under an analogous Company Employee Plan immediately before the Effective Time (such analogous Company Employee Plan, “Old Health Plan”), and (ii)(A) for purposes of serviceeach New Health Plan all pre-existing condition exclusions and actively-at-work requirements of such New Health Plan be waived for such Continuing Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Health Plan and (B) any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Health Plan ending on the date such employee’s participation in the corresponding New Health Plan begins be taken into account under such New Health Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Health Plan. (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, The Parent shall cause such plan provide each Continuing Employee who incurs a termination of employment during the one-year period following the Effective Time with severance payments and benefits that are equal to (i) waive any preexisting condition limitations for conditions covered the severance payments and benefits that would have been paid under the applicable medical, health or dental plans Company’s severance practices as in existence on the date of this Agreement and as set forth in the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationEmployee Benefit Plans included on Schedule 3.15(a). (d) Except as provided in Section 10.4 hereof with respect to holders of equity awards regarding the receipt of Merger Consideration hereunder, all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties and shall not create any right or remedy (including any third party beneficiary rights) in any other Person, including any Continuing Employee, current or former Company Employee or any participant or beneficiary in any Company Employee Plan. Nothing in this Section 6.8 Agreement shall (i) require the continued employment of any person orParent, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and or any of their subsidiaries from taking Subsidiaries to continue to employ any action or refraining from taking any action which the Company and its subsidiaries prior to Continuing Employee following the Effective TimeTime or to provide any right to a particular term or condition of employment, could have taken (ii) require the Parent, the Company, or refrained any respective Subsidiary to continue any Company Employee Plan or (iii) be construed to prohibit the Parent, the Surviving Corporation or any of their Subsidiaries from takingamending or terminating any employee benefit plan in accordance with its terms or to amend or create any employee benefit plan or any similar plan or agreement from the Parent or its Affiliates.

Employee Benefits Matters. (a) On and after Parent hereby agrees that, for a period of 12 months immediately following the Effective Time, Parent it shall, or it shall cause the Surviving Corporation Company and its subsidiaries Subsidiaries to, provide each employee of the Company and of each of the Company Subsidiaries as of the Effective Time (each, an “Employee”) with (i) a base salary, commissions and annual bonus that are substantially comparable, in the aggregate, to promptly pay those provided to such Employee as of immediately prior to the Effective Time and (ii) employee benefits (excluding equity-based compensation) that are substantially comparable, in the aggregate, to those provided to (1) Employees by the Company or provide when due all compensation the Company Subsidiaries as of immediately prior to the Effective Time or (2) similarly situated employees of Parent or any of its Affiliates as of immediately prior to the Effective Time. (b) Employees shall receive credit for vesting and benefits earned through eligibility purposes under any employee benefit plan, program or arrangement established or maintained by Parent (but not for purposes of benefit accruals under a defined benefit pension plan), 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; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. Such plan, program or arrangement shall credit each such Employee for service accrued or deemed accrued on or prior to the Effective Time as provided pursuant to with the terms of Company, any compensation arrangements, employment agreements Company Subsidiary and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of all Affiliates where service with the date hereof for all employees (and former employees) and directors (and former directors) Affiliate was credited under a comparable Plan of the Company and its subsidiaries. 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 prior to the terms of any individual agreement with any employee, former employee, director or former director in effect as of the date hereofEffective Time. (bc) Parent shall cause the Surviving CorporationNothing contained in this Agreement is intended to be treated as an amendment of any particular Plan, for the period commencing at the Effective Time and ending on the first anniversary or to create any third-party beneficiary rights in any Employee, any beneficiary or dependent 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 or any collective bargaining agreement) which are no less favorable in representative thereof. Nothing contained herein, express or implied, shall alter or limit the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities ability of the Company) of the Company 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 Parent or the Surviving Corporation Company or interfere with the Surviving Corporation's right any of their respective Affiliates to amend, modify or obligation to 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, under each employee terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, or to terminate 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 takingEmployee.

Employee Benefits Matters. (a) On and after All persons who are employees of RSI Bank immediately prior to the Effective Time, Parent shall cause the Surviving Corporation Time and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through whose employment is not specifically terminated by RSI at or prior to the Effective Time (each, an “RSI Continuing Employee”) shall, at the Effective Time, become employees of Columbia as set forth in Sections 5.12(a)(i) and (ii), below, and will be provided pursuant with employee benefits and compensation opportunities that are generally made available to similarly situated employees of Columbia or its Subsidiaries under the terms and conditions of the respective plans and arrangements; provided, however, in no event shall any RSI Continuing Employee be eligible to participate in any frozen plan of Columbia or its Subsidiaries. Notwithstanding any other provision of this Section 5.12, in no event shall any of RSI Bank’s employees be officers of Columbia Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of Columbia Bank. All RSI Continuing Employees shall be employed at the will of Columbia Bank and no contractual right to employment shall inure to such employees because of this Agreement. (i) Vice Presidents and Above (“Officers”). Columbia Bank shall offer RSI Continuing Employees who are Officers positions at Columbia Bank that will have responsibilities commensurate with their skills and experience and compensation comparable to (but no less than) their compensation at RSI Bank. In addition, all Officers will be eligible to participate in Columbia Bank’s incentive opportunities and will be granted equity awards under Columbia’s equity incentive plan. (ii) Employees (Other than Officers). Columbia Bank shall offer all RSI Continuing Employees, other than Officers, a position with Columbia that is comparable, to the terms of any compensation arrangementsextent possible, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies to the position that such RSI Continuing Employee was serving in existence as at the time of the date hereof for all employees (and former employees) and directors (and former directors) Bank Merger, at a rate of base pay at least equal to their rate of base pay at the time of the Company and its subsidiaries. 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 Closing of the date hereofBank Merger, which Columbia shall adjust to bring the levels of such pay to that of Columbia Bank’s pay scale if the adjustment results in an increase to such RSI Continuing Employee’s base pay. (b) Parent shall cause the Surviving Corporation, for the period commencing at Any non-contract RSI Continuing Employee whose employment is terminated by Columbia within twelve months following the Effective Time and ending on the first 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 for cause as such term is defined in Columbia’s Employee Manual), will receive severance benefits in accordance with the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities terms of the Company) of the Company RSI Officer and its subsidiaries Employee Severance Plan as in effect existence 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; providedthis Agreement, however, that nothing herein shall prevent the amendment or termination a copy of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment which is set forth in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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.RSI Disclosure Letter Schedule 5.12

Employee Benefits Matters. (a) On From and after the Effective Time, Parent shall honor and shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due honor all compensation and benefits earned through or prior Employee Benefit Plans of the Company (excluding the Stock Plans to be terminated at 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 hereof for all employees (and former employeesaccordance herewith) and directors all employment, severance and termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Effective Time. For a period of eighteen (and former directors18) months following the Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Company and its subsidiaries. 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 Subsidiaries as of the date hereofEffective Time ("Company Employees"): (i) an annual base salary, bonus, commissions, annual and long-term cash incentive opportunity in an aggregate amount equal to or greater than the aggregate amount of such employee's annual base salary, bonus, commissions, annual and long-term cash incentive opportunity and the value of equity-based compensation provided to such employees immediately before the Effective Time, and (ii) employee benefits (other than equity-based compensation) that are substantially comparable, in the aggregate, to the benefits provided to such employee immediately before the Effective Time. (b) For purposes of vesting, eligibility to participate, level of benefits, and benefits accrual (other than vesting under any incentive plan and accrual under any defined benefit pension plan) under the employee benefit plans of Parent shall cause and the Surviving Corporation, for the period commencing at Company Subsidiaries providing benefits to any Company Employees after the Effective Time and ending on (the first anniversary thereof"New Plans"), each Company Employee shall, subject to provide employee benefits under plansapplicable Law, programs and arrangements which, in the aggregate, will provide benefits to the employees be credited with his or her years 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Employee Benefit Plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans except to the same period extent any waiting time in effect under the comparable Employee Benefit Plan in which such Company Employee participated immediately prior to the Effective Time would not have been satisfied, and (ii)(A) for purposes of serviceeach New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Employee Benefit Plan in which such Company Employee participated immediately prior to the Effective Time and (B) Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Employee Benefit Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such 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. (c) If employees any Company Employee (who is not otherwise a party to an agreement providing for severance benefits) is terminated during the first eighteen months following the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company's severance practices as of the date of this Agreement (the "Company Severance Practices"), Parent shall, or shall cause the Surviving Corporation and its subsidiaries become eligible to, provide such Company Employee with severance benefits that are equal to participate in a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause the severance benefits that would have been paid to such plan to (i) waive any preexisting condition limitations for conditions covered Company Employee under the applicable medicalCompany Severance Practices as in existence on the date of this Agreement; provided that Parent may condition such Company Employee's entitlement to such severance benefits on such Company Employee's execution of a release of claims in favor of Parent, health or dental plans the Company, the Company Subsidiaries and their respective Affiliates. Company's Section 6.2(c) of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion Disclosure Letter sets forth a description of the calendar year prior to such participationCompany's Severance Practices. (d) Nothing in this Agreement shall modify or amend any Employee Benefit Plan of the Company or other agreement, plan, program, or document unless this Agreement explicitly states that the provision "amends" such Employee Benefit Plan of the Company or other agreement, plan, program, or document. Nothing in this Section 6.8 6.2 shall require obligate Parent to employ any person for any period of time after the continued Effective Time, and this Section 6.2 shall not be construed to limit the ability of Parent to alter the terms and conditions of, or terminate, the employment of any person or, (other than with respect to clauses compensation and benefits as provided expressly in this Section 6.2). Without limiting the generality of Section 9.6(b), nothing in this Section 6.2 shall be construed as giving any Person (bincluding any Company Employee or dependent or beneficiary thereof) and any right, remedy or claim under or in respect of this Section 6.2. (ce) hereofNotwithstanding anything to contrary contained herein, 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 the Company shall amend or refrained cause to be amended any tax-qualified defined contribution plan that it maintains (collectively, the "Company Retirement Plans") to provide that (i) account balances of the Company Employees who participate in the Company Retirement Plans be fully and immediately vested and nonforfeitable as of the Effective Time and (ii) any distributions from takingthe Company Retirement Plans that become due and payable after the Closing will be made in cash, and not in employer securities. Immediately prior to the Effective Time, the Company shall terminate or shall cause the termination of the Company Retirement Plans in compliance with applicable Laws so long as such termination would not violate the terms of such Company Retirement Plan; provided, however, that (x) such Company Retirement Plan terminations may be made contingent upon the consummation of the Transactions contemplated by this Agreement, and (y) the Parent may by written notice to the Company at least ten (10) Business Days before the Closing direct that the Company shall not terminate before the Closing any Company Retirement Plan that has a Code Section 401(k) feature. Except as required by applicable Laws or the terms of the Company Retirement Plans, the Company shall not be required to make any distributions from any Company Retirement Plans before the Company receives a favorable determination letter from the IRS as to the tax-qualified status of such Company Retirement Plans on termination. Parent shall cause a tax-qualified defined contribution plan established or maintained by Parent or an Affiliate (the "Parent Retirement Plan") to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code) by Company Employees with respect to account balances distributed to them as described above. Participants in the Company Retirement Plans who continue employment with the Parent or any Subsidiary of Buyer may elect to make a direct rollover to a Parent Retirement Plan. To the extent the rollover of loans is permitted under the Company Retirement Plans, rollovers of outstanding loans under such plan will be permitted. The distribution and rollover described in this Section 6.2(b) shall comply with applicable Laws, and the Company and Parent shall make all filings and take any actions required of such party by applicable Laws in connection therewith.

Employee Benefits Matters. For not fewer than twelve (a12) On months following the Closing Date, Buyer will provide (or cause to be provided) to each of the employees of the Company Entities on the Closing Date (each, a “Continuing Employee”), while employed by Buyer, any of its Affiliates or any Company Entity following the Closing Date, (i) base salary or hourly wages and after bonus opportunities no less favorable than the Effective Time, Parent shall cause the Surviving Corporation base salary or hourly wages and its subsidiaries bonus opportunities provided to promptly pay or provide when due all compensation and benefits earned through or such Continuing Employee immediately 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 hereof for all employees and (and former employeesii) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide other employee benefits under plans, programs and arrangements which(excluding equity-based compensation) that are substantially comparable, 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 employee benefits provided pursuant to the plans, programs and arrangements (other than those related Continuing Employees immediately prior to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered by collective bargaining agreements (excluding equity-based compensation). Buyer shall be provided with such benefits as shall be required credit under the terms employee benefit plans of any applicable collective bargaining agreement; providedthe Buyer or its Subsidiaries (“Buyer Plans”), howeverif applicable, 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, all service by each Continuing Employee with the Company or any of its Subsidiaries (or predecessors thereof) prior to the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given credit Closing Date for all service with the Company and its subsidiaries, purposes to the same extent as such service was credited for such purpose recognized by the Company, under each employee benefit plan, program, Company Entities (or arrangement predecessors thereof) as of the Parent Closing Date, except, in which such employees are eligible to participate for purposes of eligibility and vesting; providedeach case, however, that in no event shall the employees be entitled to any credit to the extent that it such treatment would result in a duplication of benefits or compensation. Buyer shall use commercially reasonable efforts to cause (x) to be waived under any Buyer Plan all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plan to the same extent such conditions were waived or not applicable under the corresponding Employee Benefit Plan and (y) any covered expenses incurred prior to the Closing Date by any Continuing Employee (or covered spouse or dependent thereof) for the plan year in which the Closing Date occurs, unless the Closing Date is the last day of such plan year, to be credited for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any Buyer Plan. Nothing in this Section 6.08, express or implied, shall confer upon any Person other than the parties to this Agreement and their respective permitted successors and assigns any legal or equitable rights or remedies of any nature whatsoever (including any third-party beneficiary rights) with respect to the same period provisions of service. (c) If employees of the Surviving Corporation and its subsidiaries become eligible to participate in a medicalthis Section 6.08. In addition, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing nothing in this Section 6.8 6.08 shall require the continued employment be treated as an amendment or other modification of any person or, with respect employee benefit plan or limit the right of Buyer to clauses (b) terminate any employee at any time and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking for 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 takingreason.

Employee Benefits Matters. (a) On and after The Parties acknowledge that the Effective Timetransactions contemplated under this Agreement shall not, Parent by themselves, constitute a termination of employment of any employee of the PED Subsidiaries (other than for purposes of entitlement to continued participation in the Benefit Plans to the extent provided therein). After the Closing, Buyer shall cause the Surviving Corporation PED Subsidiaries to pay and its subsidiaries discharge all liabilities and obligations for severance or other liabilities and obligations related to promptly pay or provide when due all compensation and benefits earned through or the termination of employment of any employees of the PED Subsidiaries who are employed immediately prior to the Effective Time Closing Date (including employees who, immediately prior to the Closing Date, are on vacation, jury duty, short-term disability, family leave or other approved absence from work) and are employed by the PED Subsidiaries immediately after the Closing ("Covered Employees"), including severance obligations arising under any written employment or other agreement. After the Closing, Buyer shall cause the PED Subsidiaries to pay and discharge all liabilities and obligations to provide any required notice under the WARN Act, or any similar federal or state Law, and to otherwise comply with any such statute with respect to any "plant closing" or "mass layoff" (as defined in the WARN Act or similar applicable Law) or similar event affecting the Covered Employees of the PED Subsidiaries. (b) From the Closing Date until December 31, 2007, Buyer shall provide, or shall cause one of its affiliates to provide, to all Covered Employees compensation, employee benefits and terms and conditions of employment that are, in the aggregate, not less favorable to such Covered Employees and their covered dependents, where applicable, as those in effect immediately prior to the Closing Date. Notwithstanding the foregoing, Buyer shall not be obligated to provide Covered Employees with the right to participate in any defined benefit pension plan or to provide equity or equity-based compensation, in the form of stock options, restricted stock or similar compensation, to any Covered Employee and any such defined benefit pension plan or equity or equity-based compensation provided to Covered Employees prior to Closing shall not be included for purposes of determined whether benefits provided to Covered Employees after the Closing Date are in the aggregate, not less favorable to such Covered Employee and his or her covered dependents as those in effect immediately prior to the Closing Date. Seller further acknowledges that certain Covered Employees currently eligible to participate in the C&D Technologies Savings Plan shall after the Closing Date instead be permitted to participate in the Datel, Inc. Savings and Investment Plan and agrees that such participation is consistent with Buyer's obligations under this Section 5.7(b). (c) Except with respect to the Assumed Benefit Plans or as provided pursuant in provided in Section 5.7(a), the Parties expressly agree that none of Buyer, the Buyer's affiliates or any of the PED Subsidiaries shall assume, or have any obligation or liability whatsoever (whether for payments of benefits or otherwise) with regard to the terms of any compensation arrangements, employment agreements and employee or director benefit plans Benefit Plan (including, without limitation, deferred compensation plansany "retention letters" under which amounts may be payable to employees of Seller in connection with the consummation of the transactions contemplated by this Agreement). Except for the Assumed Benefit Plans or as otherwise provided in Section 5.7(a), programs and policies in existence the Parties expressly agree that Buyer shall not be responsible for all such non-assumed obligations or liabilities. Buyer agrees to provide Seller with a list, as of the date hereof for all employees (and former employees) and directors (and former directors) six-month anniversary of the Company and its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly or provide when due Closing Date, of 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant PED Subsidiaries entitled to the plans, programs and arrangements (other than those related payments from Seller under such "retention letters" who continue to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 employed by the Company, under each employee benefit plan, program, or arrangement PED Subsidiaries as 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationdate. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, Except with respect to clauses (bAssumed Benefit Plans, or as otherwise provided in the Transition Services Agreement, all Benefit Plans in which any PED Subsidiary is a participating employer shall be amended so that at Closing, all employees of the PED Subsidiaries shall cease active participation in such plans, and the PED Subsidiaries shall cease to constitute participating employers in such plans, or to serve in a fiduciary position with respect to any such plan or arrangement. Seller shall cause each Covered Employee of the PED Subsidiaries to become fully vested as of the Closing Date in all rights and benefits under the Benefit Plans which are intended to be qualified under Section 401(a) and (c) hereof, prevent of 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 takingCode.

Employee Benefits Matters. Buyer and the Group Companies hereby agree as follows: (a) On During the period beginning on the Closing Date and after ending on the Effective Timefirst (1st) anniversary of the Closing Date, Parent Buyer shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or employees of each Group Company as of immediately prior to the Effective Time Closing Date, for the portion of such period that they continue to be employed by a Group Company or any of its Affiliates (the “Continuing Employees”) with the same salary or hourly wage rate and target annual cash bonus opportunity as provided to such Continuing Employees immediately prior to the Closing Date, and, if Buyer or any of its Affiliates (including the Group Companies) terminates the employment of any employee who was an employee of the Group Companies immediately prior to the Closing without cause (collectively, the “Terminated Employees”), then, subject to such Terminated Employee having delivered (and not revoked) a general release of claims against the Company in a customary form (not containing any non-compete or non-solicit covenants) reasonably acceptable to Buyer, Buyer shall promptly (and, in any event, no later than the next regularly scheduled payroll date) pay or cause to be paid to such Terminated Employee, in a lump sum payment the amount of severance set forth next to such Terminated Employee’s name on Schedule 7.8, subject to applicable withholding; provided, that Buyer shall also pay such severance to any Continuing Employee if (i) he or she is a transitional employee and dies while employed by Buyer or (ii) he or she is designated by Buyer as a transitional employee and voluntarily resigns from employment with Buyer after the earlier of (x) the date which Buyer indicated to such employee that it would like such employee to continue employment until, which designation and indication shall be provided no later than January 31, 2021 or (y) the date which is the six (6) month anniversary of the Closing Date. Any and all liabilities or claims related to the termination of the Terminated Employees’ employment shall be for the account of the Group Companies and shall not be Transaction Expenses and shall not give rise to any indemnification obligations of the Sellers pursuant to ARTICLE X. (b) Buyer shall cause each Group Company and its Affiliates to recognize the terms of Continuing Employees’ credit for any compensation arrangementsservice with a Group Company (or any predecessor employer, employment agreements to the extent such service was credited by the Group Companies) earned prior to the Closing Date under any plans or policies adopted by Buyer or any Group Company and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of covering such Continuing Employees to the same extent such service credit was recognized under comparable Employee Benefit Plans immediately prior to the date hereof for purposes of eligibility and vesting and, solely in respect of any such plans providing vacation and severance benefits, benefit accruals; provided, that, Buyer shall not be required to recognize service under (i) any benefit plans of Buyer and its Affiliates that are closed to new participants or apply only to a “grandfathered” population, (ii) any benefit plans of Buyer and its Affiliates that provide defined benefit pension or retiree medical benefits and (iii) any benefit plans of Buyer and its Affiliates that do not credit service for other similarly-situated employees of Buyer and its Affiliates. In addition, Buyer shall use commercially reasonable efforts to (A) cause to be waived all employees pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any employee welfare benefit plan maintained or adopted by Buyer or any Group Company to the extent waived or satisfied by a Continuing Employee (or dependent) as of the Closing Date and former employees(B) cause any deductible, co-insurance and directors covered out-of-pocket expenses paid on or before the Closing Date by any Continuing Employee (and former directorsor covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable employee welfare benefit plan maintained or adopted by Buyer or any Purchased Entity in the year of initial participation. (c) Notwithstanding anything contrary in this Agreement, the Company and its subsidiaries. Parent and the Company agree that the Surviving Corporation and its subsidiaries shall pay promptly consult with Buyer prior to sending any communication to any current 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 individual service provider of any of the date hereofGroup Companies if such communication relates to this Section 7.8 or the transactions contemplated by this Agreement. (bd) Parent This Section 7.8 shall cause the Surviving Corporation, for the period commencing at the Effective Time be binding upon and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits inure solely to the employees benefit of Buyer and the Surviving Corporation Group Companies, and its subsidiaries nothing in this Section 7.8, express or implied, shall confer upon any other Person (other than employees covered by a collective bargaining agreement) which are no less favorable as set forth in the aggregate than those provided pursuant last sentence of this Section 7.8(d)) any rights or remedies of any nature whatsoever under or by reason of this Section 7.8. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Employee Benefit Plan or any other employee benefit plan, program agreement or arrangement of Buyer or any of its affiliates or create any rights or obligations between the parties. The parties acknowledge and agree that the terms set forth in this Section 7.8 shall not create any third-party beneficiary rights in any current or former employee of a Group Company or Buyer or any of their respective Affiliates or confer upon any current or former employee of a Group Company, Buyer or any of their respective Affiliates, including any beneficiary or dependent thereof, any rights or remedies including any right to employment or continued employment for any specified period, of any nature or kind whatsoever by any reason of this Section 7.8. Notwithstanding anything to the planscontrary herein, programs and arrangements (other than those related neither any Seller nor the Seller Representative shall have any right to the equity securities of the Company) of the Company 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 agreementenforce this Section 7.8; provided, however, that nothing herein the Seller Representative shall prevent have 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 the Surviving Corporation or interfere with the Surviving Corporation's right or to enforce Buyer’s obligation to 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, pay severance to the same extent Terminated Employees as such service was credited for such purpose by the Company, under each employee benefit plan, program, or arrangement of the Parent set forth 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 serviceSection 7.8(a). (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On From and after the Effective Acceptance Time, the Parent shall cause the Surviving Corporation to carry out all of its responsibilities under all Company Employee Plans and its subsidiaries to promptly pay or provide when due all compensation employment, severance and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation termination plans and agreements and all other Contracts, agreements, arrangements, employment agreements policies, plans and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) commitments of the Company and its subsidiaries. Parent and the Subsidiaries of the Company agree as in effect immediately prior to the Acceptance Time that are applicable to any current or former employees or directors of the Surviving Corporation and its subsidiaries Company or any Subsidiary of the Company, including under the Company Severance Practices, in each case in accordance with their terms as in effect immediately before the Acceptance Time. For a period of one year following the Effective Time or such shorter period as a Company Employee remains employed, the Parent shall pay promptly provide, or provide when due all compensation and benefits required shall cause to be paid pursuant provided, to each Company Employee (i) a base salary or wage rate no less favorable than the base salary or wage rate provided to such employee immediately before the Acceptance Time, (ii) commission opportunity no less favorable than the commission opportunity provided to such employee immediately before the Acceptance Time, (iii) annual bonus opportunity for 2022 no less favorable than the annual bonus opportunity provided to such employee immediately before the Acceptance Time and (iv) other employee benefits that are substantially comparable, in the aggregate, to the terms other benefits provided to such employee immediately before the Acceptance Time (excluding any bonuses and commission opportunities, which for the avoidance of doubt are respectively addressed in subclauses (ii) and (iii), or any individual agreement with any employee, former employee, director equity-based arrangements or former director in effect as of the date hereofplans). (b) Parent shall cause the Surviving CorporationFor all purposes (including purposes of vesting, for the period commencing at the Effective Time eligibility to participate and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees level of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreementbenefits) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 New Plans, each Company Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Acceptance Time, to the same extent as such service Company Employee was credited entitled, before the Acceptance Time, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Company Employee Plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Acceptance Time; provided, however, that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same period type as the Company Employee Plan in which such Company Employee participated immediately before the Acceptance Time (such plans, collectively, the “Old Plans”), and (ii)(A) for purposes of serviceeach New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Acceptance Time and (B) the Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If employees Subject to the first sentence of Section 6.8(a), nothing in this Agreement shall otherwise prohibit the Surviving Corporation and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or any of its subsidiariesSubsidiaries from amending or terminating (in accordance with any applicable terms), or shall be construed as creating or amending any Company Employee Plans or any other compensation or benefit plans, programs, policies, practices, agreements and arrangements sponsored or maintained by the Company, Parent or any of their Subsidiaries, including each Company Employee Plan and New Plan, and nothing in this Agreement shall cause such plan otherwise require Parent or any of its Subsidiaries to (i) waive create or continue any preexisting condition limitations for conditions covered under particular compensation or benefit plan, program, policy, practice, agreement or arrangement after the applicable medical, health Effective Time or dental plans to employ or continue to employ any particular person on any particular terms or at all. The provisions of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, officer, director, manager or consultant, or any other individual associated therewith, shall require the continued employment be regarded for any purpose as a third party beneficiary of any person or, with respect to clauses this Section 6.8. The provisions of Sections 6.8(a) and (b) and (c) hereof, prevent shall not apply to persons employed by the Company and/or or any of its Subsidiaries outside the Surviving Corporation United States, it being agreed that such persons shall be treated in accordance with applicable Law and their subsidiaries from taking the terms of 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 takingContracts covering them.

Employee Benefits Matters. (a) On From and after the Effective TimeClosing, Parent Buyer shall cause ASRE to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of ASI and ASRE as in effect immediately prior to the Surviving Corporation Closing that are applicable to any current or former employees or directors of ASRE, including all severance agreements listed on Section 3.12(a) of the Company Disclosure Letter relating to the Merger Agreement, to the extent relating to Employees. (b) Each employee of ASRE as of the Closing and its subsidiaries each Transferring Employee of ASI as of the Closing hired by ASRE in accordance with Section 4.12 (each, an “Employee”) shall receive credit for all purposes (including, for purposes of eligibility to promptly pay participate, vesting, benefit accrual and eligibility to receive benefits, but excluding benefit accruals under any applicable retirement plan, nonqualified deferred compensation plan or provide when due all compensation and post-retirement welfare benefit plan) under any employee benefit plan, program or arrangement established or maintained by Buyer, ASRE under which each Employee may be eligible to participate on or after the Closing to the same extent recognized by ASRE under comparable Plans immediately prior to the Closing, except to the extent such credit would result in the duplication of benefits earned through 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 Closing with ASI, ASRE, any Subsidiary and all affiliates where service with the affiliate was credited under a comparable Plan of ASRE prior to the Closing. (c) With respect to each “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA maintained, sponsored or contributed to by Buyer or ASRE (“Buyer Welfare Benefit Plans”) in which an Employee may be eligible to participate on or after the Closing and to the extent coverage under the Buyer Welfare Plan is comparable to a Plan in which the Employee participated immediately prior to the Closing, Buyer and ASRE shall use commercially reasonable efforts to (a) waive, or cause the insurance carrier to waive, all limitations as provided pursuant to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each Employee under any Buyer 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 compensation arrangementsco-payments, employment agreements deductibles and employee out-of-pocket expenses paid by such Employee under the Plans during the relevant plan year, up to and including the Effective Time. (d) Buyer shall be liable for any payment, vesting or director benefit plans (including, without limitation, deferred compensation 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. Parent and the Company agree other rights that the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and benefits required accrue to be paid pursuant to any Employee under the terms of ASI’s and/or ASRE’s employee plans, programs, arrangements and contracts in connection with the Merger or the transactions contemplated by this Agreement, including pursuant to any individual agreement provisions triggering payment, vesting or other rights upon a change in control or similar transaction or pursuant to any severance benefits that arise in connection with any employeethe Merger or the transactions contemplated by this Agreement or such Employee’s subsequent termination by Buyer or ASRE (collectively, former employeethe “Change in Control and Termination Payments”). (e) For the avoidance of doubt, director nothing contained in this Section 4.04(d) shall (i) require ASRE or former director in effect Buyer to provide severance or other benefits at levels higher than those provided by the ASI or Company as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor be treated as an amendment of any deductible and out particular Plan, (iii) give any third party any right to enforce the provisions of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require 4.04, (iv) obligate Buyer, ASRE or any of their affiliates to maintain any particular benefit plan or (v) restrict Buyer, ASRE or any of their affiliates from terminating the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking particular Employee for any action or refraining from taking reason at any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingtime.

Employee Benefits Matters. (a) On From and after the Effective Time, Parent shall or shall cause the Surviving Corporation to honor in accordance with their terms all severance, change-of-control and similar obligations of the Company and the Subsidiaries. From and after the effective time, Parent shall or shall cause the Surviving Corporation to honor in accordance with their terms any other employment related contracts, agreements arrangements and commitments of the Company and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Subsidiaries 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 or any of their predecessors. Notwithstanding the foregoing, subject to applicable Law, nothing herein is intended to prevent Parent from amending or terminating any such obligation, contract, agreement, arrangement, or commitment in accordance with its terms. (b) With respect to each employee of the Company or any Subsidiary who remains an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (collectively, the “Continuing Employees”), for the period of 12 months immediately following the Effective Time (but not beyond any Continuing Employee’s termination of employment), Parent shall, or shall cause one of its Affiliates to, provide the Continuing Employees with (i) base salary or hourly wage rate, and a target annual cash incentive opportunity amount that is at least equal to the base salary or wage rate, and target annual cash incentive opportunity amount that were provided to each such Continuing Employee immediately prior to the Effective Time, and (ii) retirement and group health benefits that are no less than those provided to similarly situated employees of Parent and its Subsidiaries (other than the Company and its Subsidiaries). For purposes of vesting, eligibility to participate and level of benefits, each Continuing Employee will be entitled to credit for his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date under the corresponding employee benefit plan of Parent or its Subsidiaries (each, a “Parent Plan”) to the same extent as provided 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 or retiree medical plan). In addition, with respect to each Parent Plan that provides group health, dental, vision or prescription drug benefits, each Continuing Employee shall be given credit for amounts paid by the Continuing Employee under the corresponding Plan for purposes of applying deductibles, co-payments, and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the corresponding Parent Plan. (c) 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 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 (including Company Equity Awards) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (d) If so requested in writing by Parent, such request to be made to the Company no less than ten (10) Business Days prior to the Closing Date, the Company shall terminate any Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is intended to be a defined contribution arrangement described in Section 401(k) of the Code (each, a “401(k) Plan”) no later than the Closing Date, by resolution adopted by the Company Board (or, as applicable, the comparable governing body of the applicable Subsidiary of the Company that is the sponsor of such Plan), on terms reasonably acceptable to Parent, and prior thereto, or simultaneously therewith, amend any such 401(k) Plan subject to a termination request by Parent (a “Terminating 401(k) Plan”) to the extent necessary to comply with all applicable Laws to the extent not previously amended. Effective as of the Closing Date (and contingent upon the Closing becoming effective), the Company or its applicable Subsidiary shall fully vest 100% of the account balances of each Continuing Employee in each Terminating 401(k) Plan to the extent that the plan account of any compensation arrangementsContinuing Employee is not otherwise fully vested. As soon as administratively practicable following the Closing, employment agreements Parent or one of its Affiliates shall permit all Continuing Employees who participated in a Terminating 401(k) Plan to be eligible to participate in a defined contribution retirement plan sponsored by Parent or one of its Affiliates. (e) The provisions of this Agreement, including this Section 7.05, are for the benefit of the parties to this Agreement only and employee shall not be construed to grant any rights, as a third-party beneficiary or director benefit plans otherwise, to any person who is not a party to this Agreement. Nothing contained in this Agreement (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employeesthis Section 7.05) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 deemed to 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 construed to (i) waive amend any preexisting condition limitations for conditions covered under the applicable medicalPlan, health or dental plans of the Company and its subsidiaries and (ii) honor limit in any deductible and out way the Parent’s or Surviving Corporation’s (or any of pocket expenses incurred by their Affiliates’) ability to amend or terminate any particular Plan at any time, (iii) guarantee any level of compensation or benefits or terms of employment to any Continuing Employee, or (iv) restrict Parent or any of its Affiliates from terminating the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 takingContinuing Employee.

Employee Benefits Matters. (a) On During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Purchaser shall provide each employee of each Group Company who is employed by a Group Company or any of its Affiliates prior to the Closing and who continues to be so employed as of immediately following the Closing (the “Closing Date Employees”) with: (i) a base salary or hourly wage rate (as applicable) and target annual cash bonus and other incentive compensation opportunities (excluding equity arrangements) that are (A) prior to January 1, 2024, no less favorable than those provided to such employee immediately prior to the Closing Date and (B) on or after January 1, 2024, in the aggregate, no less favorable than those provided to such employee immediately prior to the Closing Date and (ii) employee benefits (including severance but excluding equity arrangements) that either are (A) no less favorable, in the aggregate, than the Employee Benefit Plans (excluding equity arrangements) provided to the Closing Date Employees as of the Closing Date, or (B) on or after January 1, 2024, the same as the Purchaser provides to its similarly situated employees. Purchaser further agrees that, from and after the Effective TimeClosing Date, Parent Purchaser shall and shall cause the Surviving Corporation each Group Company and its subsidiaries Affiliates to promptly pay or provide when due all compensation and benefits grant the Closing Date Employees credit for any service with a Group Company earned through or prior to the Effective Time as provided pursuant Closing Date (x) for eligibility and vesting purposes and (y) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Purchaser or the Group Companies or any of their Affiliates on or after the Closing Date (the “New Plans”) to the terms same extent such service was relevant for the comparable benefit or compensation plan, program, agreement or arrangement of any compensation arrangementsthe Group Company. In addition, employment agreements Purchaser shall: (A) cause to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under such New Plans to the extent waived or satisfied by an employee (or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence dependent) under the Employee Benefit Plans as of the date hereof Closing Date, provided that the foregoing obligation is qualified in its entirety by the consent of any insurance carrier that insures benefits under any New Plan, which Purchaser shall use reasonable business efforts to obtain, and (B) cause any deductible, coinsurance and covered out-of-pocket expenses paid on or before the Closing Date by any employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under the New Plans in the year of initial participation if such initial participation occurs in the middle of a plan year. Purchaser agrees that Purchaser and the Group Companies shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9. Notwithstanding anything in this Agreement to the contrary, the terms and conditions of employment for any employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance with its terms or Applicable Law. (b) At least three (3), but not more than five (5), Business Days preceding the Closing Date, the Company will provide Purchaser with an updated list containing the information described in the first sentence of Section 4.13(b) to reflect any changes in the information previously provided to Purchaser through the date such updated list is provided to Purchaser. In addition, the Company will promptly provide Purchaser with copies of any communications to or from any Multiemployer Plan that occur between the date of signing of this Agreement and former employees) the Closing Date, and directors (if a Multiemployer Plan provides a notice of assessment of withdrawal liability to the Company, then upon the request of Purchaser, the Company will cooperate with Purchaser to provide such information as Purchaser reasonably requests to analyze the amount of such assessment and former directors) of if the Company and its subsidiaries. Parent and the Company Purchaser reasonably agree that the Surviving Corporation assessment is or may be incorrect, the Company will request a review of such assessment by the Multiemployer Plan. (c) The provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and its subsidiaries no current or former employee, officer, director, manager or consultant, or any other individual associated therewith, shall pay promptly be regarded for any purpose as a third party beneficiary of this Section 6.8. This Section 6.8 shall not be deemed to (i) establish, amend or provide when due all compensation and benefits required modify any Employee Benefit Plan or any other “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by the Purchaser, any Group Company, Sellers, or any of their respective Affiliates, (ii) alter or limit the ability of the Purchaser, the Group Companies, Sellers or any of their applicable Affiliates to be paid pursuant amend, modify or terminate any Employee Benefit Plan or any other benefit or employment plan, program, agreement or arrangement after the Closing Date, or (iii) confer upon any current or former employee, officer, director or consultant, any right to employment or continued employment or continued service with Purchaser, any of the terms Group Companies, Sellers or any of any individual their applicable Affiliates, or constitute or create an employment agreement with any employee, former employee, director or former director in effect as of the date hereofsubject to Applicable Laws. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after the Effective Time, Parent 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 hereof for all All employees (and former employees) and directors (and former directors) of the Company shall continue in their existing benefit plans until such time as, in Quest's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Quest for its and its subsidiariesAffiliates' employees in the United States. Parent and Quest shall take such reasonable actions, to the extent permitted by Quest's benefits programs, as are necessary to allow eligible employees of the Company agree to participate in the health, welfare and other employee programs of Quest or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Quest in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Quest shall maintain 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 effectiveness of the date hereofCompany's benefit plans. (b) Parent The Sole Stockholder shall cause the Surviving CorporationCompany and, as applicable, its ERISA Affiliates, to terminate, immediately prior to Closing, any and all group severance, separation or salary continuation plans, programs or arrangements to which any such entity is a party. Quest shall receive from the Company evidence that the plans, programs or arrangements of the Company and, as applicable, each ERISA Affiliate have been terminated pursuant to resolution of each such entity's Board of Directors (the form and substance of which resolutions shall be subject to review and approval of the Quest), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (c) Except for the period commencing at Cash Employment Agreement and the Effective Time Lamb Employment Agreement, Quest, on behalf of itself, the Quest Entities, and, as applicable, their ERISA Affiliates, agree to terminate, immediately prior to Closing, any and ending on the first anniversary thereofall group severance, separation or salary continuation plans, programs or arrangements to provide employee benefits under which any such entity is a party. The Sole Stockholder shall receive from Quest evidence that such plans, programs and arrangements which, in have been terminated pursuant to resolution of each such entity's Board of Directors (the aggregate, will provide benefits form and substance of which resolutions shall be subject to the employees review and approval 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 pursuant to the plansStockholder), programs and arrangements (other than those related to the equity securities effective as of the Company) of day immediately preceding the Company and its subsidiaries in effect Closing Date but contingent 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 serviceClosing. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior Prior to the Effective Time Closing Date, Seller shall take all actions as provided pursuant are necessary to transfer the terms employment of any compensation arrangements, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation plans), programs and policies in existence those employees of Seller named on Section 6.10(a) of the Company Disclosure Letter who are employed as of the date hereof for all employees of transfer (and former employeesor any successors hired to replace any such employee) and directors (and former directors) of the Company and its subsidiaries. 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 Group Companies, and, from and after the Closing Date, all such transferred employees shall be Company Employees for purposes of this Agreement. Prior to the Closing Date, Buyer shall not amend or modify (or communicate to any individual agreement with any employee, former employee, director Key Employee an intention to amend or former director in effect as of the date hereofmodify) such Key Employee’s Key Employee Agreement. (b) Parent Subject to Section 6.10(c), following the Closing, Buyer shall, or shall cause the Surviving CorporationGroup Companies to, use commercially reasonably efforts, to employ each Company Employee, whether salaried or hourly (including each such employee who is absent due to vacation, holiday, illness, leave of absence or short-term disability), who was employed by a Group Company immediately prior to the Closing and who remains so employed as of and following the Closing (each, a “Continuing Employee”) (i) at the same job or in a position of comparable status, responsibility and location as in effect immediately prior to the Closing Date, (ii) at a salary or wage level and target cash bonus opportunity at least equal to the salary or wage level and target cash bonus opportunity substantially equivalent in the aggregate to which such Company Employee was entitled immediately prior to the Closing Date and (iii) with employee benefits that are in the aggregate consistent with the employee benefits provided to similarly situated employees of Buyer under Buyer’s existing benefit plans (including benefits pursuant to qualified retirement and savings plans and medical, dental and pharmaceutical plans and programs, but excluding, in each case, cash incentive compensation programs, equity-based compensation plans, deferred compensation arrangements, defined benefit pension or retiree medical benefits, equity-based incentive opportunities, retention or transaction bonuses, or other non-recurring compensation); provided, that, notwithstanding anything to the contrary herein, Buyer shall be able to revise any cash bonus programs for Company Employees in Buyer’s sole discretion to replace any portion of such cash compensation with equity incentive compensation so long as such revisions maintain the value of each Company Employee’s existing bonus opportunity. The covenants in the foregoing clauses (i) through (iii) shall survive through December 31, 2025. During calendar year 2025, Buyer shall grant restricted stock units (“RSUs”) to each Continuing Employee who remains in active employment with the Company through the grant date, provided that (i) the grant date value of the RSUs granted to each Continuing Employee shall be substantially comparable to the value of the employer safe harbor matching contribution that such Continuing Employee received under the Company 401(k) Plan (as defined below) in respect of calendar year 2024; (ii) such RSUs shall be subject to approval by Xxxxx’s board of directors and the terms of Buyer’s equity incentive plan and award agreement; and (iii) the RSUs shall be subject to one year service based vesting beginning on the grant date. (c) Buyer shall (i) use commercially reasonable efforts to cause the benefit plans in which the Company Employees commence to participate after the Closing Date to recognize all costs and expenses incurred by the Company Employees (and their dependents and beneficiaries) up to (and including) the Closing Date, for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such benefit plan, and to waive any preexisting condition, evidence of insurability, good health or actively-at-work exclusions for the period commencing at Company Employees to the Effective Time extent such requirements have been met under the Company Benefit Plans; (ii) through December 31, 2025, provide a vacation and ending on holiday plan offered to the first anniversary thereofCompany Employees substantially equivalent to what the applicable Group Company provided the Company Employees immediately prior to the Closing Date; and (iii) maintain the applicable severance arrangements set forth in Section 6.10(c) of the Company Disclosure Letter with respect to a Company Employee through December 31, 2025. (d) With respect to provide employee benefits each Company Employee, effective after the Closing Date, Buyer shall, or shall cause the applicable Group Company to, recognize, for purposes of vesting and participation (other than with respect to any defined benefit pension plans, equity-based compensation plans, deferred compensation arrangements, defined benefit pension or retiree medical benefits, or equity-based incentive opportunities) under all plans, programs and arrangements which, in established and maintained by the aggregate, will provide benefits to Group Companies for 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) benefit of the Company 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; providedEmployees, 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given credit for all previous service with the Company Group Companies and its subsidiariestheir Affiliates, including the Group Companies, prior to the same Closing Date to the extent as such service was credited for recognized under the corresponding arrangements covering such purpose by the CompanyCompany Employees including, 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, howeverexcept where credit would result in duplication of benefits. (e) Seller and the Company shall adopt resolutions and take all such corporate action as is necessary to terminate each 401(k) plan maintained, sponsored or contributed to by the Group Companies (collectively, the “Company 401(k) Plans”), in each case, effective as of the day immediately prior to the Closing Date, and the Company shall provide Buyer with evidence that such Company 401(k) Plans have been properly terminated. As soon as reasonably practicable following the Closing Date or any subsequent date reasonably requested by Xxxxx, the parties shall cooperate to provide Company Employees an opportunity to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of their account balances (including then outstanding participant loans) under the Company 401(k) Plans to a 401(k) plan maintained by Buyer in the form of cash and participant loan notes, to the extent such distribution from the Company 401(k) Plan complies with applicable Law. (f) Seller shall, or shall cause the Company to, pay all amounts accrued pursuant to each of the Company’s (i) Short-Term Incentive Plan through September 30, 2024 and (ii) Sales Incentive Plans through September 30, 2024 in the Ordinary Course prior to the Closing, in each case, as set forth in Appendix 6.10(f) to the Company Disclosure Letter. (g) Seller shall, or shall cause the Company to, take any necessary actions, in accordance with applicable law and the terms of such bonus plans, to terminate each of the following bonus plans effective as of the Closing: (i) the Special Long Term Incentive Plan, (ii) the River Incentive Plan Retention Bonus Award and (iii) the KPSIP. (h) With respect to any Company Benefit Plan, including any employee benefit plan that is transferred to the Company prior to the Closing, Seller and the Company shall have taken all necessary actions, in accordance with applicable Law and the terms of such Company Benefit Plans to cause the Seller and any participants who are not Company Employees (or dependents of Company Employees) (the “Retained Participants”) to withdraw from and cease to participate in the Company Benefit Plans prior to the Closing Date. Sellers shall be responsible for all Liabilities related to the Seller or the Retained Participants and shall promptly, but in no event shall more than 30 days after being notified by Xxxxx, reimburse Buyer in respect of any benefits that it is required to provide under the employees be entitled Company Benefit Plans to any credit Retained Participants and indemnify Buyer and its Affiliates for all Liabilities, costs, and expenses incurred on behalf of, or as a result of, the Retained Participants. Seller shall remain responsible for all Liabilities that relate to Retained Participants. Buyer shall be responsible for providing continuation coverage under the Consolidated Omnibus Reconciliation Act of 1986, as amended (“COBRA”) to (i) any participants who are former Company Employees (or dependents of former Company Employees) who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement (“M&A Qualified Beneficiaries”) and (ii) to any other participants (and their dependents) who participated in the health and welfare plans sponsored by the Company immediately prior to their termination of employment and whose COBRA qualifying event occurred prior to the Closing, provided that to the extent that it would result providing COBRA continuation coverage to any such participant or dependent described in a duplication this clause (ii) results in an incremental cost to Buyer or the Company that is not covered by the COBRA premium actually paid by the participant on behalf of benefits with respect such participant or dependent, such incremental cost (calculated over the remaining duration of such participant or dependent’s COBRA period, without regard to whether such participant or dependent actually remains enrolled in COBRA coverage for the same period of servicefull remaining COBRA period) shall be included in Indebtedness. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 Agreement shall require confer upon any Company Employee or any other Person any right to continue in the continued employment employ or service of the Group Companies, or any of its Subsidiaries, or shall interfere with or restrict in any way the rights of the Group Companies, Seller, Buyer, or any of their respective Subsidiaries which rights are hereby expressly reserved, to discharge or terminate the services of any person orCompany Employee at any time for any reason whatsoever, with respect or without cause. Except as expressly set forth herein, and notwithstanding any provision in this Agreement to clauses the contrary, nothing in this Section 6.10 shall (bi) and be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan of Buyer, the Group Companies or their respective Subsidiaries, (cii) hereof, prevent the Group Companies, Buyer, or any of its Subsidiaries from amending or terminating any Company and/or Benefit Plan in accordance with its terms or (iii) create any third-party rights in any current or former service provider of the Surviving Corporation and their subsidiaries from taking Group Companies (or any action beneficiaries or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time, could have taken or refrained from takingdependents thereof).

Employee Benefits Matters. (a) On and after Following the Effective Time, except for purposes of determining eligibility for retiree health and welfare benefits, Parent shall cause give each employee of the Company, the Surviving Corporation and or their respective Subsidiaries who shall have been employees of the Company or any of its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or Subsidiaries immediately prior to the Effective Time as provided pursuant (“Continuing Employees”) full credit for prior service with the Company or its Subsidiaries (and any predecessor companies thereto) to the terms extent such service would be recognized if it had been performed as an employee of Parent for purposes of (i) eligibility and vesting under any compensation arrangements, employment agreements and employee or director benefit plans Parent Employee Plans (including, without limitation, deferred compensation plansas defined below), programs but not for benefit accrual purposes under any defined benefit plan of Parent, and policies in existence as (ii) unless covered under another arrangement with or of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereofdetermination of benefit levels under any Parent Employee Plan or policy of general application (including, to provide employee benefits under plansbut not limited to, 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, under each employee benefit plan, program, or arrangement of the Parent in which such employees are eligible to participate for purposes of eligibility vacation, sick and vesting; providedpaid time off accrual and severance pay entitlement) in either case for which the Continuing Employees are otherwise prospectively eligible and in which the Continuing Employees are offered participation, however, that in no event shall the employees be entitled to any but except where such credit to the extent that it would result in a duplication of benefits benefits. For the avoidance of doubt, no Continuing Employee shall be retroactively eligible for any Parent Employee Plan, including any such Parent Employee Plan that was frozen prior to the Effective Time. In addition, Parent shall waive, or cause to be waived, any pre-existing conditions limitations, eligibility waiting periods, evidence of insurability, physical examination and, with respect to the same period of service. (c) If employees of the Surviving Corporation and its subsidiaries become eligible to participate in a Continuing Employees on disability leave, actively-at-work requirements, under any medical, dental or health dental, pharmaceutical, vision, disability and/or similar plan of Parent or its subsidiaries, Parent shall cause Subsidiaries to the same extent such plan limitations or requirements would not have been applicable to (i) waive any preexisting condition limitations for conditions covered such Continuing Employee under the applicable medical, health or dental plans terms of any comparable plan of the Company and its subsidiaries 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 (ii) honor any deductible 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 out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (c) hereof, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action which eligibility has not been frozen. Any vacation or refraining from taking any action which the Company and its subsidiaries paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time, could have taken and shall not be subject to accrual limits or refrained from takingother forfeiture policies for the calendar year in which the Closing occurs, other than the current limits and policies of the Company.

Employee Benefits Matters. (a) On At the Effective Time, Parent shall provide employment to, or shall cause the Surviving Corporation to provide employment to, employees who were employed by the Company or its Subsidiaries as of the Effective Time ("Covered Employees"). (b) 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 provide, to each Covered Employee: (i) the same annual base salary or wage rates in effect as of the date of this Agreement and the same annual incentive and bonus opportunities provided by the Company in respect of 2008 as set forth under the applicable Company Benefit Plan (and, for the avoidance of doubt, for purposes of annual cash bonus opportunities to be provided to Covered Employees whose annual cash bonuses in respect of 2008 were discretionary, the amount of such bonuses actually paid to such employees shall be deemed the amount of their "opportunity" for purposes of this provision), and (ii) employee benefits which are substantially comparable, in the aggregate, to those provided to similarly situated Covered Employees (as a group), in each case by the Company and its Subsidiaries immediately prior to the Effective Time; provided, however, that (A) the foregoing covenants shall not take into account any change in control- or transaction-based retention, transition, stay or similar bonus arrangements for purposes of defining either annual incentive and bonus opportunities or employee benefits as used in this Section 6.5(b)); (B) with respect to Covered Employees who are subject to collective bargaining agreements, compensation and benefits shall be provided in accordance with the applicable collective bargaining agreements; (C) so long as Parent shall, or shall cause the Surviving Corporation to, honor the provisions of Section 6.5(c) below with respect to a particular Covered Employee (other than any Covered Employee who participates in a Company Benefit Plan that is a Sales Force incentive or Integrated Metrics Reports Bonus Program), Parent shall be deemed to have satisfied the portion of the covenant contained in this Section 6.5(b) with respect to annual cash incentive or bonus opportunities to be provided to such Covered Employee in respect of 2009; (D) so long as Parent shall, or shall cause the Surviving Corporation to, honor the provisions of Section 6.5(d) or Section 6.5(g) (as it relates to the CIC Severance Agreements), as applicable to a given Covered Employee, Parent shall be deemed to have satisfied the portion of the covenant contained in this Section 6.5(b) with respect to any obligation to provide severance payments and/or benefits to any such Covered Employee as may otherwise be required to be provided hereunder; and (E) with respect to any Covered Employees based outside the United States, Parent's obligations under this Section 6.5(b) shall be modified to the extent necessary to comply with applicable Laws of the foreign countries and political subdivisions thereof in which such employees are based. (c) Parent shall, or shall cause the Surviving Corporation to, and the Company shall, in each case honor all of the obligations and covenants relating to 2009 Bonuses (as defined on Section 5.1(r) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.5(c) of the Company Disclosure Letter. (d) At all times during the Benefits Continuation Period, Parent shall, or shall cause the Surviving Corporation to, maintain the Company Special Transaction Severance Plan in accordance with its terms as in effect on the date hereof (as such plan is identified on Section 3.11(a) of the Company Disclosure Letter). (e) At all times following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, treat former employees of the Company or any of its Subsidiaries who, as of the Effective Time, are eligible to receive post-retirement health benefits under the applicable Company Benefit Plans, no less favorably than similarly situated former employees of the Parent with respect to post-retirement health benefits. (f) With respect to any Parent Benefit Plans in which Covered Employees first become eligible to participate on or after the Effective Time (collectively, "New Benefit Plans"), Parent shall, or 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 Covered Employees under any such New Benefit Plans providing medical, dental or vision benefits to the same extent such limitation would have been waived or satisfied under the analogous Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, (ii) provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time during the calendar year in which such Effective Time occurs (or if later, paid in the year in which such Covered Employee is first eligible to participate), 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 requirements under any such New Benefit Plan in which the Covered Employee participates during the calendar year in which such Effective Time occurs (or if later, the year in which such Covered Employee is first eligible to participate) and (iii) recognize all service of each Covered Employee prior to the Effective Time to the Company, its Subsidiaries and any predecessor entities of the Company or any of its Subsidiaries (as well as service to Parent and its Affiliates (including the Surviving Corporation) after the Effective Time), for all purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) of any New Benefit Plans (including those providing for vacation and paid time-off) in which any Covered Employee participates after the Effective Time; 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. (g) From and after the Effective Time, Parent shall honor, fulfill and discharge, or shall cause the Surviving Corporation to honor, fulfill and discharge, in accordance with its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time respective terms 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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 hereofhereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, each employment, change in control, severance and termination agreement between the Company or any of its Subsidiaries and any director, officer or employee of such company listed on Section 3.11(a) of the Company Disclosure Letter (the "CIC Severance Agreements") and the obligations of Company and its Subsidiaries as of the Effective Time under each deferred compensation plan or agreement listed on Section 3.11(a) of the Company Disclosure Letter. (bh) Nothing in this Section 6.5 shall be construed to (i) limit the right of Parent shall cause or any of its Subsidiaries (including, following the Surviving CorporationClosing Date, for the period commencing at the Effective Time and ending on the first 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 (Subsidiaries) to amend or terminate any Company Benefit Plan or other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant employee benefit plan, to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered extent such amendment or termination is permitted by collective bargaining agreements shall be provided with such benefits as shall be required under the terms of the applicable plan, or (ii) require Parent or any applicable collective bargaining agreementof its Subsidiaries (including, following the Closing Date, the Surviving Corporation and its Subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. (i) Without limiting the generality of Section 9.5, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (j) Prior to the Effective Time, the Company shall reacquire from the Stock Trust any shares of Restricted Stock held by the Stock Trust (the "Excess Shares" and, upon their acquisition by the Company, the "Reacquired Shares"); provided, however, that nothing herein the Company shall prevent the amendment or termination not reacquire such Excess Shares in exchange for payment of any specific planconsideration to the Stock Trust, program or arrangement, require that unless such consideration shall be paid to such Stock Trust with express instructions to the Surviving Corporation provide or permit investment in trustee thereof to pay such consideration to the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees beneficiaries of the Surviving Corporation shall be given credit for all service with the Company and its subsidiaries, to the same extent as consideration in respect of such service was credited for such purpose by the Company, under each employee benefit plan, program, or arrangement Reacquired Shares in full satisfaction 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 applicable medical, health or dental plans obligations of the Company under applicable Company Stock Plans in respect of such Reacquired Shares. From and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by after the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 date hereof until the Effective Time, could have taken the Company shall not cause the Stock Trust to sell or refrained from takingotherwise dispose of any Excess Shares except as permitted under this Section 6.5(j).

Employee Benefits Matters. Except as set forth on Schedule 6.9, (a) On and after the Effective Time, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for during the period commencing at beginning on the Effective Time Closing Date and ending on the first (1st) anniversary thereofof the Closing Date, Buyer shall provide employees of each Group Company with compensation that is no less favorable than the combined base or hourly compensation and target incentive or bonus opportunities (excluding any payments made pursuant to this Agreement or any change of control bonuses, phantom equity plans, severance or bonus plans, or similar arrangements (including any stay bonuses) payable to any current employee of a Group Company as the sole result of the consummation of the Transactions which are both disclosed on Schedule 3.15(q) and are included in Seller Expenses) provided to such employees immediately prior to the Closing Date, and (b) during the period beginning on the Closing Date and ending on the earlier to occur of (1) the first (1st) anniversary of the Closing Date, or (2) December 31, 2017, Buyer shall provide employees of each Group Company with employee benefits that are substantially comparable in the aggregate to those provided under the Employee Benefit Plans and other benefit plans, programs or arrangements maintained by the Group Companies as of the date of this Agreement. Buyer further agrees that, from and after the Closing Date, Buyer shall, and shall cause each Group Company to, grant all of its employees credit for any service with such Group Company earned prior to the Closing Date (i) for eligibility and vesting purposes, and (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer or any Group Company on or after the Closing Date other than any equity compensation arrangements which(the “New Plans”). In addition, Buyer shall, if commercially feasible, take actions to (A) cause to be waived all pre‑existing condition exclusions and actively‑at‑work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an employee under any Employee Benefit Plan as of the Closing Date, and (B) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any employee (or covered dependent thereof) of any Group Company to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out‑of‑pocket provisions after the Closing Date under any applicable New Plan in the aggregateyear of initial participation. Nothing contained herein, will provide benefits express or implied, (x) shall constitute an amendment to the employees of the Surviving Corporation and its subsidiaries (or any other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 modification of any applicable collective bargaining agreement; providedEmployee Benefit Plan, however(y) shall, 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 the Surviving Corporation or interfere subject to compliance with the Surviving Corporation's right foregoing provisions of this Section 6.9, alter or obligation limit any Group Company’s ability to 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 subsidiariesamend, to the same extent as such service was credited for such purpose by the Company, under each employee modify or terminate any particular benefit plan, program, agreement or arrangement as required by Law, (z) is intended to confer upon any employee of any Group Company any right to continued employment for any period beyond any such right which may exist as 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 Closing pursuant to any credit to Contract or agreement between any such employee, on the extent one hand, and any Group Company, on the other hand (which Contract or agreement was not entered into in violation of this Agreement). Buyer agrees that it would result Buyer and each Group Company shall be solely responsible for satisfying the continuation coverage requirements of COBRA for all individuals who are “M&A qualified beneficiaries” as such term is defined in a duplication of benefits with respect to the same period of serviceTreasury Regulation Section 54.4980B-9. (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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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) On The Surviving Corporation shall honor the terms of all employment agreements and after pay or provide the benefits required thereunder in accordance with their terms, recognizing that the consummation of the transactions contemplated hereby will constitute a "change in control" for purposes of any of the employment agreements and Plans that include a definition of "change in control." (b) With respect to employees of the Company and the Subsidiaries as of the Effective Time (each, an "Employee"), for the period from the Effective Time to the first anniversary of the Effective Time, or such earlier date on which any Employee's employment is terminated (except with respect to any benefits payable upon or after termination of employment), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay or to, provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangementssalary, employment agreements discretionary bonus and employee or director benefit plans benefits (includingother than (i) equity-based compensation, without limitation, deferred compensation plans), programs and policies (ii) those benefits listed in existence as of the date hereof for all employees (and former employees) and directors (and former directors) Section 6.06 of the Company and its subsidiaries. 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 Disclosure Schedule as of the date hereof. (b) Parent shall cause the Surviving Corporation, for the period commencing terminating at the Effective Time Time, and ending on the first anniversary thereof, to provide (iii) any employee benefits under plans, programs and arrangements which, welfare or benefit Plan that is not listed in the aggregate, will provide benefits to the employees Section 3.11 of the Surviving Corporation and its subsidiaries (other than employees covered by a collective bargaining agreementCompany Disclosure Schedule) which that are no less favorable in the aggregate than those provided pursuant to such Employees immediately prior to the plansEffective Time. From and after the Effective Time, programs the Surviving Corporation and arrangements its subsidiaries shall, and Parent shall cause the Surviving Corporation and its subsidiaries to, honor in accordance with their terms (other than those related to the equity securities of the Company) including, without limitation, terms which provide for amendment or termination), all contracts, agreements, arrangements, policies, plans and commitments of the Company and its subsidiaries the Subsidiaries as in effect on immediately prior to the date hereof and Effective Time that are applicable to any current or former employees covered by collective bargaining agreements or directors of the Company or any Subsidiary. Nothing herein shall be provided with such benefits as shall be required under deemed to change the terms "at will" employment status of any Employee or otherwise be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to terminate any Employee. (c) Prior to the Effective Time, consistent with the Company's past practice, the Company shall adopt a severance plan providing severance benefits to non-executive employees for a period of one year, consisting of from three to seven months severance, depending on years of service. (d) Employees shall, to the extent permitted by the applicable collective bargaining agreementLaw, receive credit for service accrued or deemed accrued prior to the Effective Time 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 of the Subsidiaries under comparable Plans immediately prior to the Effective Time; provided, however, that nothing herein such crediting of service shall prevent not operate to duplicate any benefit or the amendment or termination funding of any specific plansuch benefit. (e) With respect to the welfare benefit plans, program programs and arrangements maintained, sponsored or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company contributed to by Parent or the Surviving Corporation ("Purchaser Welfare Benefit Plans") in which an Employee may be eligible to participate on or interfere after the Effective Time, Parent shall, to the extent permitted by applicable Law (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 the Surviving Corporation's right or obligation respect to make such changes as are necessary participation and coverage requirements applicable to conform with applicable law. Employees of the Surviving Corporation shall be given credit for all service with the Company and its subsidiaries, each active Employee under any Purchaser Welfare Benefit Plan to the same extent as such service was credited for such purpose by the Company, waived 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 applicable medical, health or dental plans of the Company and its subsidiaries comparable Plan and (ii) honor make reasonable best efforts to cause any deductible and out of pocket eligible expenses incurred by any Employee and his or her covered dependents to be taken into account under the employees Purchaser Welfare Benefit Plans for purposes of satisfying all deductible, coinsurance and their beneficiaries under such plans during the portion of the calendar year prior maximum out-of-pocket requirements applicable to such participationEmployee and his or her dependents as if such amounts had been paid in accordance with the Purchaser Welfare Benefit Plans. (df) Nothing in this Section 6.8 6.06, expressed or implied, shall require the continued employment be construed to prevent Parent or any subsidiary of any person orParent (including, with respect to clauses (b) and (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 after the Effective Time, could have taken the Surviving Corporation) from terminating or refrained from takingmodifying to any extent or in any respect any benefit plan that Parent or any subsidiary of Parent (including, after the Effective Time, the Surviving Corporation) may establish or maintain; provided that appropriate provision is made to comply with the provisions of this Section 6.06.

Employee Benefits Matters. (a) On At the Effective Time, Parent shall provide employment to, or shall cause the Surviving Corporation to provide employment to, employees who were employed by the Company or its Subsidiaries as of the Effective Time (“Covered Employees”). (b) 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 provide, to each Covered Employee: (i) the same annual base salary or wage rates in effect as of the date of this Agreement and the same annual incentive and bonus opportunities provided by the Company in respect of 2008 as set forth under the applicable Company Benefit Plan (and, for the avoidance of doubt, for purposes of annual cash bonus opportunities to be provided to Covered Employees whose annual cash bonuses in respect of 2008 were discretionary, the amount of such bonuses actually paid to such employees shall be deemed the amount of their “opportunity” for purposes of this provision), and (ii) employee benefits which are substantially comparable, in the aggregate, to those provided to similarly situated Covered Employees (as a group), in each case by the Company and its Subsidiaries immediately prior to the Effective Time; provided, however, that (A) the foregoing covenants shall not take into account any change in control- or transaction-based retention, transition, stay or similar bonus arrangements for purposes of defining either annual incentive and bonus opportunities or employee benefits as used in this Section 6.5(b)); (B) with respect to Covered Employees who are subject to collective bargaining agreements, compensation and benefits shall be provided in accordance with the applicable collective bargaining agreements; (C) so long as Parent shall, or shall cause the Surviving Corporation to, honor the provisions of Section 6.5(c) below with respect to a particular Covered Employee (other than any Covered Employee who participates in a Company Benefit Plan that is a Sales Force incentive or Integrated Metrics Reports Bonus Program), Parent shall be deemed to have satisfied the portion of the covenant contained in this Section 6.5(b) with respect to annual cash incentive or bonus opportunities to be provided to such Covered Employee in respect of 2009; (D) so long as Parent shall, or shall cause the Surviving Corporation to, honor the provisions of Section 6.5(d) or Section 6.5(g) (as it relates to the CIC Severance Agreements), as applicable to a given Covered Employee, Parent shall be deemed to have satisfied the portion of the covenant contained in this Section 6.5(b) with respect to any obligation to provide severance payments and/or benefits to any such Covered Employee as may otherwise be required to be provided hereunder; and (E) with respect to any Covered Employees based outside the United States, Parent’s obligations under this Section 6.5(b) shall be modified to the extent necessary to comply with applicable Laws of the foreign countries and political subdivisions thereof in which such employees are based. (c) Parent shall, or shall cause the Surviving Corporation to, and the Company shall, in each case honor all of the obligations and covenants relating to 2009 Bonuses (as defined on Section 5.1(r) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.5(c) of the Company Disclosure Letter. (d) At all times during the Benefits Continuation Period, Parent shall, or shall cause the Surviving Corporation to, maintain the Company Special Transaction Severance Plan in accordance with its terms as in effect on the date hereof (as such plan is identified on Section 3.11(a) of the Company Disclosure Letter). (e) At all times following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, treat former employees of the Company or any of its Subsidiaries who, as of the Effective Time, are eligible to receive post-retirement health benefits under the applicable Company Benefit Plans, no less favorably than similarly situated former employees of the Parent with respect to post-retirement health benefits. (f) With respect to any Parent Benefit Plans in which Covered Employees first become eligible to participate on or after the Effective Time (collectively, “New Benefit Plans”), Parent shall, or 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 Covered Employees under any such New Benefit Plans providing medical, dental or vision benefits to the same extent such limitation would have been waived or satisfied under the analogous Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, (ii) provide each Covered Employee with credit for any co-payments and deductibles paid prior to the Effective Time during the calendar year in which such Effective Time occurs (or if later, paid in the year in which such Covered Employee is first eligible to participate), 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 requirements under any such New Benefit Plan in which the Covered Employee participates during the calendar year in which such Effective Time occurs (or if later, the year in which such Covered Employee is first eligible to participate) and (iii) recognize all service of each Covered Employee prior to the Effective Time to the Company, its Subsidiaries and any predecessor entities of the Company or any of its Subsidiaries (as well as service to Parent and its Affiliates (including the Surviving Corporation) after the Effective Time), for all purposes (including, but not limited to, eligibility to participate, vesting credit, entitlement to benefits and benefit accrual) of any New Benefit Plans (including those providing for vacation and paid time-off) in which any Covered Employee participates after the Effective Time; 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. (g) From and after the Effective Time, Parent shall honor, fulfill and discharge, or shall cause the Surviving Corporation to honor, fulfill and discharge, in accordance with its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time respective terms 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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 hereofhereof or as may be amended or terminated after the date hereof with the prior written consent of Parent, each employment, change in control, severance and termination agreement between the Company or any of its Subsidiaries and any director, officer or employee of such company listed on Section 3.11(a) of the Company Disclosure Letter (the “CIC Severance Agreements”) and the obligations of Company and its Subsidiaries as of the Effective Time under each deferred compensation plan or agreement listed on Section 3.11(a) of the Company Disclosure Letter. (bh) Nothing in this Section 6.5 shall be construed to (i) limit the right of Parent shall cause or any of its Subsidiaries (including, following the Surviving CorporationClosing Date, for the period commencing at the Effective Time and ending on the first 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 (Subsidiaries) to amend or terminate any Company Benefit Plan or other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant employee benefit plan, to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company and its subsidiaries in effect on the date hereof and employees covered extent such amendment or termination is permitted by collective bargaining agreements shall be provided with such benefits as shall be required under the terms of the applicable plan, or (ii) require Parent or any applicable collective bargaining agreementof its Subsidiaries (including, following the Closing Date, the Surviving Corporation and its Subsidiaries) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. (i) Without limiting the generality of Section 9.5, the provisions of this Section 6.5 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose. (j) Prior to the Effective Time, the Company shall reacquire from the Stock Trust any shares of Restricted Stock held by the Stock Trust (the “Excess Shares” and, upon their acquisition by the Company, the “Reacquired Shares”); provided, however, that nothing herein the Company shall prevent the amendment or termination not reacquire such Excess Shares in exchange for payment of any specific planconsideration to the Stock Trust, program or arrangement, require that unless such consideration shall be paid to such Stock Trust with express instructions to the Surviving Corporation provide or permit investment in trustee thereof to pay such consideration to the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees beneficiaries of the Surviving Corporation shall be given credit for all service with the Company and its subsidiaries, to the same extent as consideration in respect of such service was credited for such purpose by the Company, under each employee benefit plan, program, or arrangement Reacquired Shares in full satisfaction 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 applicable medical, health or dental plans obligations of the Company under applicable Company Stock Plans in respect of such Reacquired Shares. From and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by after the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 date hereof until the Effective Time, could have taken the Company shall not cause the Stock Trust to sell or refrained from takingotherwise dispose of any Excess Shares except as permitted under this Section 6.5(j).

Employee Benefits Matters. (a) On and after For a two (2) year period following the Effective TimeClosing, Parent the Purchaser shall, or shall cause the Surviving Corporation Company to, provide compensation (including salary, cash bonus, commissions, and its subsidiaries to promptly pay or provide when due all compensation other incentives) and benefits earned through or prior to each individual who is employed by 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 Company as of the date hereof for all employees Closing (and former employeesa “Company Employee”) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 the levels of such compensation and benefits provided pursuant to the plans, programs and arrangements (other than those related to the equity securities Company Employees as of the Companydate of this Agreement. (b) of Without limiting the Purchaser’s obligations under Section 6.5(a), for a two (2) year period following the Closing, the Purchaser shall, or shall cause the Company to, provide severance and its subsidiaries paid time off benefits to each Company Employee that, respectively, are no less favorable than the severance and paid time off benefits in effect on in respect of such Company Employee immediately before the date hereof Closing. As of and employees covered by collective bargaining agreements shall be provided with such benefits as shall be required under after 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 ParentClosing, the Purchaser shall, or shall cause the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given to, credit each Company Employee for all service with the Company for purposes of determining the right to and its subsidiaries, the amount of severance and paid time off benefits after the Closing to the same extent as such service was credited recognized for such purpose by the Company. (c) Without limiting the foregoing provisions of this Section 6.5, as of and after the Closing, the Purchaser shall, or shall cause the Company to, credit each Company Employee for purposes of eligibility and vesting for all of the Company Employee’s service with the Company under each any and all employee compensation and incentive plans, and under any and all benefit plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Closing by the Purchaser, the Company or any of the Purchaser’s Subsidiaries (each, a “Purchaser Plan”) to the extent such service was recognized for such purpose by a comparable benefit plan, program, or policy and arrangement maintained in respect of the Parent in which such employees are eligible to participate for purposes of eligibility and vesting; provided, however, that in no event shall Company Employee before the employees be entitled to any credit Closing (but not to the extent that it such credit would result in a duplication of benefits with benefits). With respect to each Purchaser Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), 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 Purchaser shall cause such plan the Company, from and after the Closing, to (i) waive cause there to be waived any preexisting pre-existing condition or eligibility limitations for except to the extent such limitations as to pre-existing conditions covered eligibility were applicable to a Company Employee under the applicable medical, health or dental plans a comparable welfare benefit plan maintained in respect of the Company and its subsidiaries Employee before the Closing and (ii) honor give effect, in determining any deductible and out maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed or reimbursable to, Company Employees under similar plans maintained in respect of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of Company Employee for the calendar year prior to such participationin which the Closing occurs. (d) Nothing in Without limiting the foregoing provisions of this Section 6.8 6.5, from and after the Closing, the Purchaser shall, or shall require cause the continued Company to, permit each Company Employee who satisfied the eligibility requirements of the 401(k) plan in which the Company Employee participates immediately before the Closing (the “Seller 401(k) Plan”) to participate in the 401(k) plan applicable to employees of the Purchaser or its affiliates immediately following the Closing. The Seller and the Purchaser shall take, cooperate with, or cause to be taken, reasonable efforts, including amendments to the Seller 401(k) Plan and/or the tax-qualified defined contribution retirement plan or plans designated by the Purchaser (the “Purchaser 401(k) Plan”) to permit each Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) to the Purchaser 401(k) Plan in cash in an amount equal to the full account balance distributed to such Company Employee from the Seller 401(k) Plan (provided, that such contribution may be in the form of notes representing an employee loan under the Seller 401(k) Plan to the extent such loan is not in default at the time of the contribution to the Purchaser 401(k) Plan, and the Seller and the Purchaser shall take (or cause to be taken) any and all action as may be required to provide that Company Employees may continue to service any such loans through payroll deductions after the Closing). (e) Notwithstanding the foregoing provisions of this Section 6.5, from and after the Closing Date, the Purchaser shall, and shall cause the Company to, honor, in accordance with its terms (i) each existing employment, change in control, severance and termination protection plan, policy, program, arrangement or agreement of or between the Company and any officer, director or employee of the Company that is disclosed under Section 4.8(a) of the Seller Disclosure Letter and (ii) all existing obligations and/or accrued benefits under any employee benefit plan, policy, program, arrangement or agreement of the Company. (f) The provisions of this Section 6.5 are intended to be for the benefit of, and shall be enforceable against the Purchaser and its Affiliates by, any Company Employee or any former employee of the Company, his or her heirs, executors or administrators and his or her other representatives. Notwithstanding the foregoing, nothing contained herein shall preclude the Purchaser, the Company or any Company Employee, from terminating the employment of any person or, Company Employee at any time and for any reason (except to the extent otherwise provided in a written agreement with respect to clauses (b) and (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 takingEmployee).

Employee Benefits Matters. (a) On and after the Effective Time, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for For the period commencing at beginning on the Effective Time and ending on the first anniversary thereoflater of six (6) months after the Closing Date or March 31, 2017, the Buyer shall provide, or shall cause to be provided, to provide each employee benefits under plansof the Company and its Subsidiaries who was an employee of the Company or its Subsidiaries immediately prior to the Effective Time and who continues employment with the Buyer or any of its Subsidiaries (the “Company Employees”) (i) a base salary or an hourly wage rate, programs as applicable, and arrangements whichannual bonus target that are no less favorable, in the aggregate, will provide than the base salary or hourly wage rate, as applicable, and annual bonus target provided to such Company Employee immediately before the Closing Date and (ii) health and welfare benefits that are substantially comparable, in the aggregate, to either, as selected by the Buyer in its sole discretion, (x) the health and welfare benefits provided to such Company Employee immediately before the Closing Date or (y) the health and welfare benefits provided to similarly situated employees of the Surviving Corporation Buyer and its subsidiaries Subsidiaries. (other than employees covered by a collective bargaining agreementb) which are no less favorable in the aggregate than those provided pursuant For purposes of determining vesting, eligibility to participate and level of benefits under the plans, programs and arrangements (other than those related to the equity securities policies, arrangements, or practices of the Company) of the Company Buyer and its subsidiaries in effect on Subsidiaries providing benefits to any Company Employees after the date hereof Closing (the “New Plans”), each Company Employee shall, subject to applicable law and employees covered by collective bargaining agreements shall applicable tax qualification requirements, be provided credited with such benefits as shall be required under the terms his or her years 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Closing Date, to the same extent as such service Company Employee was credited entitled before the Closing Date, to credit for such purpose service under any similar Company Employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accruals under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, the Buyer shall use its reasonable best efforts to cause (i) each Company Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same type as the Employee Benefit Plan in which such Company Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”), and (ii) each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee to waive all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Closing Date and (iii) all co-payments, deductibles and other eligible expenses incurred by such Company Employee and his or her covered dependents during the Companyportion of the plan year of the Old Plan ending on the date such Company 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 Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (c) If the employment of any Company Employee (who is not otherwise a party to an employment, change in control or other similar agreement) is terminated on or prior to the first anniversary of the Effective Time under each circumstances under which such Company Employee would have received severance benefits under an Employee Benefit Plan, the Buyer will cause the Surviving Corporation to provide that such Company Employee shall be entitled to severance benefits from the Surviving Corporation that are no less favorable than the severance benefits provided to similarly situated employees of Buyer and its Subsidiaries. (d) Effective no later than the day immediately prior to the Closing Date, the Company and its Subsidiaries shall take or cause to be taken all actions necessary to terminate any and all Employee Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code. (e) Nothing contained in this Agreement shall, or shall be construed so as to, (i) prevent or restrict in any way the right of the Buyer to terminate, reassign, promote or demote any employee, independent contractor, director or other service provider of the Company or its Subsidiaries (or to cause any of the foregoing actions) at any time following the Closing Date, or to change (or cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or service of any such service providers at any time following the Closing Date; (ii) constitute an amendment or modification of any plan; or (iii) create any third party rights in any such current or former service provider of the Company or its Subsidiaries (including any beneficiary or dependent thereof); or (iv) obligate the Buyer to adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent the Buyer from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time, subject to any required agreement of the counterparty thereto. (f) Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.11, express or implied, is intended to confer upon any Company Employee or other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.11 or is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan, program, policy, agreement or arrangement of the Parent in which such employees are eligible to participate for purposes of eligibility and vesting; providedBuyer, howeverthe Company, that in no event shall the employees be entitled to Surviving Corporation or any credit to the extent that it would result in a duplication of benefits with respect to the same period of servicerespective Subsidiary thereof. (cg) If employees The provisions of the Surviving Corporation and its subsidiaries become eligible Section 6.11(a) through 6.11(c) shall not apply 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 applicable medical, health or dental plans of Persons employed by the Company or any of its Subsidiaries outside the United States, it being agreed that such Persons shall be treated in accordance with applicable law and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment terms of any person or, with respect to clauses (b) and (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 takingcontracts covering them.

Employee Benefits Matters. (a) On and after the Effective Time, Parent 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 hereof for all employees (and former employees) and directors (and former directors) of For a period beginning at the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Merger Effective Time and ending on the earlier of (i) the first anniversary thereofof the Company Merger Effective Time and (ii) the termination of employment of the relevant Continuing Employee (as defined below), Buyer shall, or shall cause the Surviving Company to, provide to provide employee benefits under plansthe employees of the Company immediately prior to, programs and arrangements whichwho remain so employed immediately following, the Company Merger Effective Time (each, a “Continuing Employee”) (A) on an individual basis, an annual base salary or base wage rate (as applicable) and a target annual cash bonus opportunity or target cash commissions opportunity that are no less favorable, in the aggregate, will provide benefits than the annual base salary or base wage rate (as applicable) and target annual cash bonus opportunity or target cash commissions opportunity in effect immediately prior to the employees Company Merger Effective Time under the Employee Benefit Plans set forth on Schedule 3.17(a) of the Surviving Corporation Disclosure Schedules and its subsidiaries (B) on a group basis, employee benefits (other than employees covered by a collective bargaining agreementbase salaries or base wages, bonus opportunities, defined benefit pension, nonqualified deferred compensation, retiree or post-termination health or welfare benefit, equity or equity based compensation and retention or change in control-related compensation or benefits (collectively, the “Specified Arrangements”)) which that are no less favorable substantially comparable in the aggregate than those provided pursuant to any of (x) the plans, programs and arrangements employee benefits (other than those related the Specified Arrangements) provided to Continuing Employees immediately prior to the equity securities of Company Merger Effective Time under the CompanyEmployee Benefit Plans set forth on Schedule 3.17(a) of the Company Disclosure Schedules, (y) the employee benefits (other than the Specified Arrangements) provided to similarly situated employees of Buyer or (z) some combination of clauses (x) and (y), with the determination of the employee benefits under this clause (B) to be made by Buyer in its subsidiaries in effect sole discretion from time to time, based on Buyer’s evaluation of the date hereof nature and employees covered by collective bargaining agreements shall be provided with such benefits as shall be required scope of the Continuing Employee’s duties, principal location where those duties are performed, grade level, and performance, among other things. (b) For eligibility and vesting purposes (other than vesting of equity or equity-based awards) and for purposes of determining severance amounts and future vacation accruals under the terms applicable compensation and benefit plans, programs, agreements, policies or arrangements of any Buyer or its applicable collective bargaining agreement; providedSubsidiary, however, that nothing herein each Continuing Employee 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given receive credit for all his or her service with the Company and its subsidiaries, Entities before the Closing to the same extent and for the same purposes as such Continuing Employee was entitled, before the Closing, to credit for his or her service was credited under any similar or comparable Employee Benefit Plans (except the foregoing shall not apply for such any purpose by the Companyunder any Specified Arrangements, 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 employees of Buyer and its Affiliates do not receive credit for prior service or to the extent this credit would result in a duplication of accrual of benefits with or compensation in respect to of the same period of service). In addition, if Continuing Employees or their dependents are included in any medical, dental, or other group health benefit plan, program or arrangement maintained by Buyer or its applicable Subsidiary in the year in which the Closing Date occurs (each, a “Successor Plan”) other than the plan or plans in which they participated immediately prior to the Closing (each, a “Prior Plan”), Buyer shall or shall cause its applicable Subsidiary to use reasonable best efforts to (i) cause each Company Employee to be eligible to participate immediately, without any waiting time, in any and all Successor Plans, (ii) cause the Successor Plans to not include any restrictions, limitations or exclusionary provisions with respect to pre-existing conditions, exclusions or any actively-at-work requirements relating to such Company Employee and his or her dependents (except to the extent that such exclusions or requirements were applicable under any similar Prior Plan at the time of commencement of participation in such Successor Plan), and (iii) cause any eligible expenses paid by any Company Employee and his or her covered dependents during the portion of the plan year of the Prior Plan ending on the Closing Date to be taken into account under the Successor Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if these amounts had been paid in accordance with the Successor Plan. (c) If employees The Company shall, and shall cause the applicable Company Entity to, adopt written resolutions necessary and appropriate to terminate each Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Surviving Corporation Code (the “401(k) Plan”), effective no later than one (1) day immediately preceding the Closing Date. The Company shall, and its subsidiaries become eligible to participate in a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause the applicable Company Entity to, deliver to Buyer, no later than one (1) day immediately preceding the Closing Date, evidence that the board of directors or other authorized body of the applicable Company Entity has validly adopted such plan resolutions to (i) waive any preexisting condition limitations for conditions covered under terminate such 401(k) Plan (the applicable medical, health or dental plans form and substance of the Company which shall be subject to prior review and its subsidiaries and reasonable comment of Buyer); (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior cease all contributions to such participation401(k) Plan with respect to compensation paid after the date of termination; and (iii) fully vest the account balance of each participant in such 401(k) Plan, such termination, cessation of contributions and vesting to be effective no later than one (1) day immediately preceding the Closing Date. (d) Nothing contained in this Section 6.8 6.06, whether express or implied, shall require be treated as an establishment, termination, amendment or other modification of any benefit or compensation plan, program, agreement, contract, policy or arrangement, or shall limit the right of Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) to establish, amend, terminate or otherwise modify any benefit or compensation plan, program, agreement, contract, policy or arrangement following the Company Merger Effective Time. Nothing in this Section 6.06, whether express or implied, shall create any claims, benefits, rights or remedies whatsoever, including any third-party beneficiary or other rights, in any Person not a party to this Agreement, or shall be construed to create any right to employment or service with Buyer Parent, the Surviving Company or any of their respective Affiliates or continued employment or to any particular term or condition of employment or to limit the ability of Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) to terminate the employment or service of any person orservice provider (including any Continuing Employee) at any time and for any or no reason. Further, nothing in this Section 6.06 shall limit Company’s right, in its sole discretion, to, or to cause the Surviving Company or any of their respective Affiliates to, furlough, terminate, temporarily layoff, or reduce the hours or benefits of, any employee (including any Continuing Employee). (e) No later than five (5) Business Days prior to the Closing Date, the Company Group shall use its reasonable best efforts to (a) seek to obtain from each Person who is a “disqualified individual” (as defined in Section 280G of the Code) and who receives or has a right or potential right to any payment and/or benefits in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder (“Parachute Payments”) a written agreement waiving such Person’s right to receive some or all of such Parachute Payments such that all remaining payments or benefits applicable to such Person shall not be deemed to be an “excess parachute payment” that would not be deductible under Section 280G of the Code (each, a “Waiver” and collectively, the “Waivers”) and (b) solicit, or cause to be solicited, the approval by such number of stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to the Parachute Payments to the extent such Waivers have been obtained, with such stockholder vote to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder (the “280G Approval”). The form of Waiver, solicitation of approval, disclosure materials and analysis with respect to clauses the Parachute Payments shall be provided to Buyer for its reasonable review and comment at least five (b5) Business Days before the Waivers and (c) hereof, prevent approval are sought and the Company and/or Group shall incorporate any reasonable comments thereto. Prior to the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which Closing Date, the Company shall provide, or cause to be provided, to Buyer properly completed and its subsidiaries prior executed Waivers and stockholder approval documents to the Effective Timeextent obtained, could have taken and shall provide, whether or refrained from takingnot the 280G Approval has been obtained, an updated analysis with respect to the Parachute Payments to the extent that a Person has waived such payments or benefits and if the 280G Approval is not obtained with respect to any such payments or benefits, the Company Group shall not pay, provide, or permit to be paid or provided, any such payments or benefits. In no event shall this Section 6.06(e) be construed to require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company or any other Person, and in no event shall the Company be deemed in breach of this Section 6.06(e) if any such Person refuses to waive any such rights or if the shareholders fail to approve any Waivers.

Employee Benefits Matters. (a) On From the Closing and until the earlier of (i) twelve months after the Effective TimeClosing, Parent and (ii) December 31, 2023, but in no case of clauses (i) and (ii), beyond the date of the applicable Company Employee’s termination of employment with the Company, Buyer or any of their respective Affiliates, the Buyer shall, or shall cause its Affiliates to, take reasonable action so that each employee of the Surviving Corporation Company as of the Closing Date (each, a “Company Employee”) is provided with a base salary or hourly wage rate (as applicable) and its subsidiaries to promptly pay or provide when due all compensation and benefits earned through or short- term target incentive cash opportunity amounts which are no less favorable than those received by such Company Employee immediately prior to the Effective Time as provided pursuant Closing, and employee benefit plans, programs or arrangements (excluding Excluded Benefits) that are in the aggregate substantially comparable to the terms of any compensation arrangements, employment agreements and employee or director benefit plans and programs (including, without limitation, deferred compensation plans), programs and policies in existence as of the date hereof for all employees (and former employeesexcluding Excluded Benefits) and directors (and former directors) of the that were provided to such Company and its subsidiaries. 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 Employee immediately prior to the terms of any individual agreement with any employee, former employee, director or former director in effect as of the date hereofClosing. (b) Parent shall cause The Company Employees shall, after the Surviving CorporationClosing, for the period commencing at the Effective Time and ending on the first anniversary thereof, continue 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable law. Employees of the Surviving Corporation shall be given receive full credit for all service with the Company (or predecessor employers to the extent the Company provides such past service credit) for purposes of eligibility, vesting under a Tax-qualified defined contribution retirement plan, and, solely with respect to severance and its subsidiariespaid time off, benefit accrual (in each case, except to the extent such service recognition would result in a duplication of benefits) under benefit plans and programs provided to the Company Employees after the Closing by the Buyer or any Affiliate of the Buyer to the same extent as such service was credited for such purpose recognized under similar plans of the Company prior to the Closing, provided, that service credit will in no case be recognized under or with respect to any defined benefit pension plan or arrangement or equity or equity-based arrangement. (c) With respect to any medical, dental, vision or prescription drug plans sponsored by the CompanyBuyer or any Affiliate of the Buyer in which any Company Employee first becomes eligible to participate on or after the Closing Date, the Buyer shall use commercially reasonable efforts to (i) waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods, in each case, to the extent waived or satisfied under each a comparable Company Benefit Plan and (ii) for the plan year in which the Closing occurs, cause such plan to recognize the dollar amount of all co-payments, co-insurance (but not premiums) and deductibles incurred by such Company Employee (and his or her eligible dependents) under the corresponding Company Benefit Plan during the portion of the plan year in which the Closing occurs up to the Closing, for purposes of satisfying the deductible and co- payment limitations under the relevant medical, dental, prescription drug and vision plans of the Buyer and its Affiliates in which such Company Employee (and dependents) participate. (d) Following the Closing, the Company shall pay the bonuses set forth on Schedule 6.3(d) corresponding to the Bonus Eligible Continuing Employee set forth on Schedule 6.3(d) (less applicable withholding taxes), provided such Bonus Eligible Continuing Employee remains an employee of the Company at the applicable Bonus Payment Time. (e) Nothing set forth in this Section 6.3 is intended to (or shall) (i) be treated as an amendment or adoption of any Company Benefit Plan or employee benefit plan, program, agreement, arrangement or arrangement policy of the Parent in which such employees are eligible to participate for purposes Buyer or any of eligibility and vesting; providedits Affiliates, however(ii) prevent the Buyer or any of its Affiliates (which, that in no event shall after 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 medicalClosing, 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 applicable medical, health or dental plans of includes the Company and its subsidiaries and (iisubsidiaries) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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.from

Employee Benefits Matters. (a) On From and after the Merger Effective Time, Parent shall honor and shall cause the Surviving Corporation to honor all Plans, compensation arrangements and its subsidiaries to promptly pay or provide when due all compensation agreements and benefits earned through or prior to employment, severance and termination plans and agreements in accordance with their terms as in effect immediately before the Merger Effective Time. For a period of one year following the Merger 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“Benefits Continuation Period”), programs and policies in existence as of the date hereof for all employees (Parent shall provide, or shall cause to be provided, to each current and former employees) and directors (and former directors) employee of the Company and its subsidiaries. Parent and the Company agree Subsidiaries (“Company Employees”) (i) compensation (including incentive compensation) no less favorable than the compensation (including incentive compensation) provided to Company Employees immediately before the Merger Effective Time and (ii) employee benefits that are no less favorable, in the Surviving Corporation and its subsidiaries shall pay promptly or provide when due all compensation and aggregate, than the benefits required provided to be paid pursuant to Company Employees immediately before the terms of any individual agreement with any employee, former employee, director or former director in effect as of the date hereofMerger Effective Time. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 providing benefits to any Company Employees after the Merger Effective Time (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant “New Plans”), each Company Employee shall, subject to the plansapplicable Law and applicable tax qualification requirements, programs and arrangements (other than those related to the equity securities be credited with his or her years of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesthe Company Subsidiaries and their respective predecessors before the Merger Effective Time, to the same extent as such service Company Employee was credited entitled, before the Merger Effective Time, to credit for such purpose by the Company, service under each any similar Company employee benefit plan, program, or arrangement of the Parent plan in which such employees are Company Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Merger Effective Time; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect benefits. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the same period extent coverage under such New Plan is comparable to a Plan maintained within the United States in which such Company Employee participated immediately before the consummation of servicethe Merger (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plans of the Company or the Company Subsidiaries in which such Company Employee participated immediately prior to the Merger Effective Time and (B) Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Nothing contained in this Section 8.04 shall (1) be treated as an amendment of any particular Plan, (2) give any third party any right to enforce the provisions of this Section 8.04 or (3) obligate Parent, the Surviving Corporation or any of their Affiliates to (i) maintain any particular Plan or (ii) retain the employment of any particular employee. (c) If employees All annual bonus plans for Company Employees for fiscal year 2007 will be continued in accordance with their terms; provided that the bonus plan for fiscal year 2007 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 Surviving Corporation transactions 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 its subsidiaries become eligible bonus amounts for the 2007 fiscal year shall not be subject 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred negative discretion by the employees and their beneficiaries under such plans during administrator for the portion of the calendar year prior to such participationbonus plans. (d) Nothing Prior to the Merger Effective Time, if requested by Parent in this Section 6.8 shall require writing, to the continued employment extent permitted by applicable Law and the terms of any person orthe applicable plan or arrangement, with respect to clauses (b) and (c) hereof, prevent the Company and/or shall (1) cause to be amended the employee benefit plans and arrangements of it and the Company subsidiaries to the extent necessary to provide that no employees of Parent and its Subsidiaries shall commence participation therein following the Merger Effective Time unless the Surviving Corporation or such Subsidiary explicitly authorizes such participation and their subsidiaries from taking any action or refraining from taking any action which (2) cause the Company and its subsidiaries Accredited Home Lenders, Inc. 401(k) Retirement Savings Plan to be terminated effective immediately prior to the Merger Effective Time. (e) Prior to the Merger Effective Time, could have taken the Company Board, or refrained from takingan 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 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 Company Stock Options to acquire Company Common Shares (or Company Common Shares acquired upon the vesting of any Company Stock Awards) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

Employee Benefits Matters. (a) On Obligations of Parent. Parent shall, or shall cause the Surviving Corporation to, assume all employment-related obligations and agreements with respect to any Company Employees (as defined in Section 10.14(kk)) (including, but not limited to, all obligations under the U.S. Benefit Plans and the Foreign Benefit Plans), which obligations and agreements shall be performed in accordance with their terms. Additionally, base pay and employee benefits of Company Employees, who are employed by the Surviving Corporation immediately following the Effective Time, shall not be decreased (nor their employment terminated) by the Parent, Surviving Corporation or their Affiliates during the consecutive twelve (12) month period immediately following the Effective Time, without the approval of Xxxxxxx X. XxXxxxxx, or his successor as Chief Executive Officer (or comparable position) of the Surviving Corporation. (b) Pre-Existing Limitations; Deductible; Service Credit. With respect to any benefit plans of Parent, the Surviving Corporation or their Affiliates in which Company Employees participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation or such Affiliates to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company Employees, (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to participation in such Parent benefit plan in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan, and (iii) recognize all service of Company Employees with the Company and its subsidiaries to promptly pay or provide when due current and former affiliates for 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 purposes (including, without limitation, deferred compensation plans)purposes of eligibility to participate, programs vesting credit, form of payment, entitlement for benefits, and policies benefit accrual) in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 benefit plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of Parent, the Company or the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 taken into account under a comparable U.S. Benefit Plan or Foreign Benefit Plan, as such service was credited for such purpose by the Companycase may be, 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 applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 immediately prior to the Effective Time, could have taken or refrained from taking.

Employee Benefits Matters. (a) On and after For a period of one year following the Effective Time or such shorter period as a Company Employee remains employed, the Parent shall provide, or shall cause to be provided, to each Company Employee (i) a base salary or wage rate no less favorable than the base salary or wage rate provided to such employee immediately before the Effective Time, Parent shall cause (ii) commission opportunities and annual cash bonus opportunities, in each case no less favorable than the Surviving Corporation commissions and its subsidiaries annual cash bonus opportunities, respectively, provided to promptly pay or provide when due all compensation and benefits earned through or prior to such employee immediately before the Effective Time as Time, and (iii) other employee benefits that are no less favorable, in the aggregate, than the other benefits provided pursuant to such employee immediately before 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 hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries. 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 hereofEffective Time. (b) Parent shall cause the Surviving CorporationFor all purposes (including purposes of vesting, for the period commencing at the Effective Time eligibility to participate and ending on the first anniversary thereoflevel of benefits) under any New Plans, each Company Employee shall, subject to provide employee benefits under plansapplicable law and applicable Tax qualification requirements, programs and arrangements which, in the aggregate, will provide benefits to the employees be credited with his or her years 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 subsidiariesSubsidiaries and their respective predecessors before the Effective Time, to the same extent as such service Company Employee was credited entitled, before the Effective Time, to credit for such purpose service by the Company, under each employee benefit plan, program, Company or arrangement of its Subsidiaries; provided that the Parent in which such employees are eligible to participate for purposes of eligibility and vesting; provided, however, that in no event foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect or provide credit under a defined benefit or frozen plan of the Parent and its Affiliates. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is of the same period type as the Company Employee Plan in which such Company Employee participated immediately before the Effective Time and (ii) for purposes of serviceeach New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents. (c) If employees any Company Employee (who is not otherwise a party to an employment agreement, offer letter or similar agreement or arrangement or any amendment or supplement of any of the foregoing, in each case that provides for a different treatment with respect to severance) whose employment is terminated on or prior to the first anniversary of the Effective Time under circumstances under which such Company Employee would have received severance benefits under the Company Severance Practices, the Parent will cause the Surviving Corporation and its subsidiaries become eligible to participate provide that such Company Employee shall be entitled to severance benefits from the Surviving Corporation determined in a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause such plan to (iaccordance with Schedule 6.8(c) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year prior to such participationDisclosure Schedule. (d) Nothing in this Section 6.8 shall otherwise prohibit the Parent, the Company or any of their Subsidiaries from amending or terminating (in accordance with any applicable terms), or shall be construed as creating, amending or terminating any Employee Benefit Plan, Company Employee Plan, New Plan or any other compensation or benefit plan, program, policy, practice, agreement and arrangement sponsored or maintained by the Company, the Parent or any of their Subsidiaries, and nothing in this Agreement shall otherwise require the continued employment Company, the Parent or any of their respective Subsidiaries to create or continue any person orparticular compensation or benefit plan, with respect to clauses (b) and (c) hereofprogram, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action policy, practice, agreement or refraining from taking any action which the Company and its subsidiaries prior to arrangement after the Effective TimeTime or to employ any particular person on any particular terms. The provisions of Sections 6.8(a) through 6.8(c) do not apply to individuals who are covered by collective bargaining, could have taken works council or refrained from takingother collective representation agreements. The provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, officer, director, manager or consultant, or any other individual, shall be regarded for any purpose as a third party beneficiary of this Section 6.8.

Employee Benefits Matters. (a) On For the period beginning on the Closing Date and after continuing through the Effective Timefirst anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Corporation Company and its subsidiaries Subsidiaries to, provide each employee of the Company or its Subsidiaries who continues to promptly pay be employed by the Company or provide when due all compensation and benefits earned through the Surviving Company after the Closing Date (collectively, the “Continuing Employees”) with (i) (A) an annual base salary or hourly wage rate, as applicable, that is not less than the annual base salary or hourly wage rate, as applicable, provided to such Continuing Employee immediately prior to the Effective Time Closing and (B) the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity that is not less than the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity, as applicable, provided pursuant to such Continuing Employee immediately prior to the terms Closing, (ii) health, welfare and retirement and other benefits that are substantially comparable in the aggregate to either, in Parent’s sole discretion, (A) the health, welfare and retirement and other benefits provided to such Continuing Employee immediately prior to the Closing or (B) the health, welfare and retirement and other benefits provided to similarly situated employees 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 hereof for all employees (and former employees) and directors (and former directors) of the Company Parent and its subsidiaries. Affiliates, in each case, excluding equity-based compensation, defined benefit pensions, retiree health or retiree welfare benefits, retention, change in control and other one-off payments or benefits; and (iii) severance benefits that are no less favorable than either, in Parent’s sole discretion, (A) the Plan in effect for the Continuing Employees immediately prior to the Closing or (B) the practice, plan or policy provided to similarly situated employees of 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 hereofAffiliates. (b) For all purposes under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Continuing Employee after the Closing (including the Plans, but excluding any retiree health or retiree welfare plans or programs, defined benefit pensions, retention, change in control and other one-off payments or benefits and (solely for purposes of vesting) any equity compensation arrangements) (the “New Plans”), Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees credit each Continuing Employee with his or her years 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 pursuant to the plans, programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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 Parties and its subsidiariestheir respective Subsidiaries and their respective predecessors before the Closing, to the same extent as such service Continuing Employee was credited entitled, immediately prior to the Closing, to credit for such purpose by the Company, service under each employee benefit plan, program, or arrangement of the Parent any similar Plan in which such employees are Continuing Employee participated or was eligible to participate for purposes of eligibility and vestingimmediately prior to the Closing; provided, however, provided that in no event the foregoing shall the employees be entitled to any credit not apply to the extent that it its application would result in a duplication of benefits with respect to the same period of service. (c) If employees . In addition, and without limiting the generality of the foregoing, Parent shall use commercially reasonable efforts to (or shall cause its Subsidiaries, including the Surviving Corporation Company and its subsidiaries Subsidiaries, to use commercially reasonable efforts to cause) (i) each Continuing Employee to become eligible to participate participate, as soon as reasonably practicable following Closing, in a medical, dental or health plan of Parent or its subsidiaries, Parent shall cause such plan any and all New Plans to (i) waive any preexisting condition limitations for conditions covered under the applicable medical, health or dental plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries extent coverage under such plans during the portion of the calendar year prior to New Plan is replacing coverage under a Plan in which such participation. (d) Nothing in this Section 6.8 shall require the continued employment of any person or, with respect to clauses (b) and (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 Continuing Employee participated immediately prior to the Effective Time, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions or limitations, evidence of insurability requirements, required physical examinations and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived or satisfied under the comparable Plans in which such Continuing Employee participated immediately prior to the Closing. Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the 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 applicable 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. (c) To the extent any payments could reasonably be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code in connection with any of the Transactions, the Company shall (i) no later than 15 days prior to the Closing (and in any event prior to obtaining the consent or waiver of any recipient of such payment in accordance with (ii) below), disclose its calculations with respect to the potential excess parachute payments to Parent, along with the underlying data and assumptions used to make the calculations, (ii) provide any other information reasonably requested by Parent that is necessary in order for Parent to review and understand such calculations (it being understood that the Company shall not be required to provide documents and information not in the Company’s possession or to prepare or draft any calculations or documents (other than the waivers, disclosure and solicitation documents and calculations of excess parachute payments otherwise referenced in this Section 7.05(c))), (iii) use reasonable best efforts to obtain from any disqualified individual a waiver of his or her rights to any such potential excess parachute payment absent approval by the Company’s equityholders in accordance with this Section 7.05(c), and (iv) no later than five days prior to the Closing (and following a reasonable time for receipt of any consent and waver described in clause (ii)), submit such payments for approval or disapproval by a vote of the equityholders of the Company entitled to vote on such matters in a manner intended to meet the requirements of Section 280G of the Code and the applicable treasury regulations thereunder. Parent shall have taken the right to review and comment on any form of waiver requested pursuant to clause (ii) and form of any disclosure and solicitation documents required by clause (iii) before such waiver or refrained consent is sought or document is distributed, as applicable, and the Company shall consider any such comments in good faith. In the event that Parent does not, in its comments to the disclosure and solicitation documents provided to it for its review as described above, provide adequate descriptions of any Parent plans or arrangements that could result in the payment of any excess parachute payment that would be subject to the foregoing the Company shall not be obligated to include such Parent plans or arrangements in the waiver and stockholders voting materials for purposes of determining whether there has been a breach of the covenants set forth in this Section 7.05(c); provided, further, that in no event shall this Section 7.05(c) be construed to require the Company (or any of its Affiliates) to compel any disqualified individual to waive any existing rights under any Contract or agreement that such disqualified individual has with the Company or any of its Subsidiaries or any other Person or compel the Company or Parent to provide any additional value to such disqualified individual in order to receive such waiver. (d) The Company shall not release any Service Provider from takingany confidentiality, noncompetition, nonsolicitation or similar agreement, or modify or waive any material provision of any such agreement. (e) During the period between signing and the Closing, the Company shall determine the strategy to be pursued for retaining employees of the Company and its Subsidiaries beyond the Closing, and lead the efforts to prepare a list of intended recipients of Transaction Bonuses as soon as practicable following the date of the Agreement. The Company shall reasonably consult with Parent as to the form document to be used, identification of participants, dollar amounts, vesting schedules (if any) and inclusion of “good reason” waivers in such forms (if any), and consider in good faith any comments made by Parent with respect thereto; provided that to the extent that a disagreement is unresolved after good faith discussions between Parent and the Company, such terms will be determined by the Company after good faith consideration of the views of Parent. (f) Without limiting the generality of Section 10.05, the provisions of this Section 7.05 are for the sole benefit of the parties to this Agreement and nothing herein, express or implied, is intended or shall be construed to confer upon or give any Person (including for the avoidance of doubt, any Continuing Employee or other current or former Service Provider), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 7.05) under or by reason of any provision of this Agreement. Nothing contained in this Agreement, express or implied, shall (i) be treated as an amendment to any Plan, New Plan or other compensation or benefit plan, program, policy, agreement, arrangement or understanding for any purpose, (ii) obligate Parent or the Surviving Company or any of their Subsidiaries to (A) maintain any particular benefit plan or arrangement or (B) retain the employment of any particular employee or (iii) prevent Parent or the Surviving Company or any of their Subsidiaries from amending or terminating any particular benefit plan or arrangement.

Employee Benefits Matters. (a) On and From the Effective Time through December 31, 2008, Parent shall (i) arrange for each employee of the Company or any Company Subsidiary who becomes a Parent employee (or an employee of any Subsidiary or affiliate of Parent (including by remaining an employee of the Company or any Company Subsidiary)) (collectively, the “Covered Employees”), within a reasonable period of time after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to promptly pay be eligible for a base salary or provide when due all compensation and benefits earned through or wages at a rate no less than such employee was receiving immediately prior to the Effective Time as provided pursuant Time, and (ii) maintain or cause to the terms of any compensation arrangements, employment agreements be maintained employee welfare and employee or director benefit tax-qualified retirement plans (includingexcluding severance, without limitationretention, deferred compensation plans)equity-based programs, programs long-term incentive compensation, fringes and policies in existence as vacation policies) for the benefit of the date hereof for all employees Covered Employees (and former employeesas a group) and directors (and former directors) of the Company and its subsidiaries. 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. (b) Parent shall cause the Surviving Corporation, for the period commencing at the Effective Time and ending on the first anniversary thereof, to provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits are substantially comparable to the employee benefits that are generally made available to similarly situated employees of the Surviving Corporation and Parent or its subsidiaries Subsidiaries (other than employees covered by a collective bargaining agreement) which are no less favorable in the aggregate than those provided pursuant to the plansCompany or any Company Subsidiary), programs and arrangements (other than those related to the equity securities of the Company) of the Company 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 agreementapplicable; 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 the Surviving Corporation or interfere with the Surviving Corporation's right or obligation to 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, 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 any Covered Employee be eligible to participate in any closed or frozen plan of Parent or its Subsidiaries; provided, further, that until such time as Parent shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company or any Company Subsidiary), a Covered Employee’s continued participation in employee benefit plans of Company or any Company Subsidiary shall be entitled deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans may commence at different times with respect to each Parent plan). Nothing in this Section 6.8(a) shall require Parent to offer any credit particular Covered Employee any particular benefit. (b) Each Covered Employee shall, to the extent permitted by applicable law, applicable Tax requirements and the terms of any applicable employee benefit plans, and subject to any applicable break in service or similar rule, receive credit for all purposes (other than benefit accrual), including for eligibility to participate, matching contributions and vesting under Parent employee benefit plans for years of service with the Company prior to the Effective Time to the same extent such service was recognized under a comparable Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that it would result in such recognition of service shall not operate to duplicate any benefits of a duplication of benefits Covered Employee with respect to the same period of service. If applicable and permitted by the relevant Benefit Plan, Parent shall use commercially reasonable efforts to (i) cause any and all pre-existing condition limitations (or actively-at-work or similar limitations), eligibility waiting periods and evidence of insurability requirements under any Parent group health plans to be waived with respect to such Covered Employees and their eligible dependents, other than limitations, waiting periods or insurability requirements that with respect to any such Covered Employee that have not been satisfied as of the Effective Time under the corresponding Benefit Plan immediately prior to the Effective Time and (ii) provide them with credit for any co-payments and deductibles made during the plan year that includes the Effective Time for purposes of satisfying any applicable deductible and out-of-pocket requirements under any Parent group health plan in which they are eligible to participate after the Effective Time. (c) If employees of Prior to the Surviving Corporation and its subsidiaries become eligible to participate Effective Time, if requested by Parent in a medicalwriting, dental or health plan of Parent or its subsidiaries, Parent the Company shall cause such plan to (iany or all Company 401(k) waive plans and any preexisting condition limitations for conditions covered under the applicable medical, health or dental other tax-qualified plans of the Company and its subsidiaries and (ii) honor any deductible and out of pocket expenses incurred by the employees and their beneficiaries under such plans during the portion of the calendar year to be terminated effective immediately prior to such participationthe Effective Time. (d) Nothing in this Section 6.8 shall require be construed to limit the continued employment right of Parent or any person orof its Subsidiaries (including, with respect to clauses (b) and (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 following the Effective Time, could have taken Company and any Company Subsidiary) to amend or refrained from takingterminate any Benefit Plan or other employee benefit plan nor shall anything in this Section 6.8 be construed to require the Parent or any of its Subsidiaries (including, following the Effective Time, Company and any Company Subsidiary) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date. Without limiting the generality of Section 9.9, the provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment to any Benefit Plan or other employee benefit plan for any purpose.