Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. As of the Effective Time, Parent shall, with respect to the Company Employees who become Parent employees at the Effective Time, continue to recognize all accrued and unused vacation days, holidays, personal, sickness and other paid time off days (including banked days) that have accrued to such employees through the Effective Time, and Parent will allow such employees to take their accrued vacation days, holidays and any personal and sickness days in accordance with such policies as it may adopt after the Effective Time. (a) Until Prior to the end 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 calendar year in which SEC so that the Closing occurs, Parent shall disposition by any officer or shall cause its Subsidiaries to provide to employees director of the Company who are employed by the Company or any Subsidiary is a covered person of the Company immediately prior for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder ("Section 16") of Company Common Stock Options to acquire Company Common Stock (or Company Common Stock acquired upon the vesting of any Company Restricted Stock) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (b) Prior to the Effective Time Time, the Company Board shall take such actions as are necessary to terminate any share or investment-based non-qualified deferred compensation account-based arrangements (collectively, the “Continuing Employees”): "Non-Qualified Account Plans") and shall cause prompt payment of amounts accumulated under any such Non-Qualified Account Plan to be made as of the Effective Time, provided the Company has determined that such action does not result in additional liability or expense to the Company, and is taken in good faith compliance with the provisions of Section 409A of the Code. (c) On or before the Closing, in accordance with the terms and conditions of the special change in control bonus agreements, as amended, that Company has previously furnished or made available to Parent and that are identified on Section 4.26(b) of the Disclosure Schedule (collectively, the "Special Change in Control Bonus Agreements"), the Company shall, at its election, either (i) base salary or hourly wage rates (as applicable) pay to certain of the Company's employees the special change in control bonus payments owing to such employees in connection with the consummation of the Merger and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of other transactions contemplated by this Agreement or (provided ii) deposit such amount into escrow in accordance Section 14 of the Special Change in Control Bonus Agreements. Following the Effective Time, Parent and Surviving Corporation shall comply with any and all other obligations to the Company's employees whether arising under the Special Change in Control Bonus Agreements or pursuant to employment agreements that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasoncontain additional change in control benefits, including, but not necessarily limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentseverance. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to The employee benefit programs for officers and employees of the Company who are employed by the Company or any Subsidiary Surviving Bank will be those of CBC. CBC and its Subsidiaries also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.9 of the CFSB Disclosure Memorandum between any CFSB Company and any current or former director, officer, or employee thereof and all provisions for vested benefits accrued through the Effective Time under the CFSB Benefit Plans. Section 8.9 of the CFSB Disclosure Memorandum quantifies in reasonable detail the amount of payments which would become due and payable (assuming the Merger is consummated on or before December 31, 2002) under the employment or change in control agreements as a result of a termination of employment and/or a change in control of CFSB or Citizens Federal. The total cash severance to be paid to the three officers with employment or change in control agreements shall not exceed the respective officer's Section 280G limit under the Code, to the extent such officer is entitled to receive severance payments under his or her respective agreement. (b) Any person who is currently serving as an employee of a CFSB Company and continues as such immediately prior to the Effective Time (other than those employees covered by a written employment or change in control agreement set forth in Section 8.9 of the “Continuing Employees”): CFSB Disclosure Memorandum)whose employment is discontinued by the CBC Companies within one year after the Effective Time (i) base salary or hourly wage rates unless termination of such employment is for Cause (as applicabledefined below)) and incentive compensation opportunities shall be entitled to a severance payment from CTB in an amount that is no less favorable than the base equal to their current salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary one week for every year of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, service at the Effective Time each Continuing Employee will be eligible CFSB Companies, up to participate in the Parent plan that is intended to be qualified under Section 401(k) a maximum severance of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timesix weeks for current officers and four weeks for current non-officer employees, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service together with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and accrued but unused vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States leave with respect to the locations at which the Continuing Employees are employed (all 2002 calendar year. For purposes of this Section 8.9(b), "Cause" shall mean termination because of the above being hereinafter individually employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or collectively referred to as “Parent Plan” willful violation of any law, rule or “Parent Plans,” respectivelyregulation (other than traffic violations or similar offenses).

Employee Benefits Matters. (ai) Until The Buyer will become a contributing employer to the end Multiemployer Plan and will adopt and assume at and as of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees each of the Company who Employee Benefit Plans (excluding any retiree medical plan or arrangement) that the Solo Parties maintain with respect to any Division Employee (including each trust, insurance contract, annuity contract, or other funding arrangement that the Solo Parties have established with respect thereto) which are employed by exclusive to the Company or Division (collectively, the “Exclusive Plans”). The Buyer will ensure that the Transferred Employees are credited with their employment with any Subsidiary of the Company immediately Solo Parties prior to the Effective Time Closing Date the same as employment with any of the Buyer and its Affiliates from and after the Closing Date for purposes of eligibility, vesting, and benefit accrual (except as would result in a duplication of benefits) under the “Continuing Employees”): employee benefit plans of Buyer. The Solo Parties will transfer (ior cause the appropriate plan administrator through the trustee, if any, to transfer) base salary to the Buyer (or hourly wage rates (applicable trustee) at and as applicable) of the Closing all of the corresponding assets associated with the Exclusive Plans and incentive compensation opportunities in an amount at that is no less favorable than time the base salary or hourly wage rates Buyer shall assume all liabilities associated with such Division Employees with respect to such Exclusive Plans. With respect to each Multiemployer Plan, the Parties shall take all actions necessary to comply with the requirements of ERISA section 4204. The Solo Parties shall indemnify and incentive compensation opportunities as in effect on hold Buyer harmless for all operational errors associated with the date administration of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and the Exclusive Plans prior to the Closing. (ii) welfare and retirement benefits For each Employee Benefit Plan that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant is not exclusive to the Company Division (collectively, the “Shared Plans”), the Solo Parties agree to permit each Transferred Employee Plans which have been provided to effect a “direct rollover” (within the meaning of section 401(a)(31) of the Code) of his or made available to her account balances under any Shared Plan of the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan Solo Parties that is a defined contribution plan intended to be qualify under section 401(a) of the Code, including a qualified cash or deferred arrangement under Section section 401(k) of the Code (the “Parent Solo 401(k) Plan”)) if such rollover is elected in accordance with applicable law by such Transferred Employee. Parent shall take all steps reasonably necessary The Buyer agrees to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under establish a defined contribution plan for that includes a qualified cash or deferred arrangement within the plan year meaning of section 401(k) of the Code (the “Buyer 401(k) Plan”) to accept a direct rollover to the Buyer 401(k) Plan of such Transferred Employee’s account balances under the Seller 401(k) Plan if such rollover is elected in accordance with applicable law by such Transferred Employee. (iii) Pursuant to Section 5(j), and subject to Section 6(c)(iii), as of the Closing Date or November 1, 2007, the Buyer shall cause each Transferred Employee to be credited under the Buyer’s Flexible Spending Account Plan (“Buyer’s FSA”) with amounts available for reimbursement between the Closing Date and subsequent plan years and vacation and severance accrual purposes December 31, 2007 equal to such amounts as were credited under the Solo Parties’ Flexible Spending Account (but not for accrual purposes under any defined benefit plan“Solo FSA”) in any Parent Plan or other material benefit arrangements in which with respect to such Continuing Employees may be eligible to participate (in each case except Transferred Employee immediately prior to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted Closing Date. The Buyer shall give effect under the Buyer’s FSA to calendar year 2007 elections made by the terms of Transferred Employees with respect to the plan)Solo FSA. (div) To Pursuant to Section 5(j), and subject to Section 6(c)(iii), as of the extent permitted Closing Date or November 1, 2007, the Buyer shall cause each Transferred Employee to be credited under the applicable Parent Buyer’s Major Medical Plan (“Buyer’s Medical Plan”) with the amount of the Transferred Employees’ co-pays, Parent will waivedeductibles and similar cost-sharing amounts paid under the Solo Parties’ Major Medical Plan (“Solo Medical Plan”) as a condition of the Transferred Employees’ entitlement to medial coverage between January 1, or 2007 and the Closing Date. The Buyer shall also give effect under the Buyer’s Medical Plan to calendar year 2007 elections made by the Transferred Employees with respect to the Solo Medical Plan. Buyer shall cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements limitation exclusions and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except other limitations or exclusions applicable to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable Transferred Employees under the comparable Company Employee Buyer’s Medical Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)be waived.

Employee Benefits Matters. (a) Until Subject to Section 6.6(d), from and after the end Effective Time until the first anniversary of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing EmployeesBenefits Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation to provide, to each employee who was employed by the Company or its Subsidiaries as of the Effective Time (“Covered Employee”): (i) the same base salary salary, short term cash incentives and severance benefits provided by the Company or hourly wage rates its Subsidiaries as of the Effective Time, as well as comparable health, life and disability insurance, 401(k) and deferred compensation benefits provided by the Company or its Subsidiaries as of the Effective Time under the applicable Company Benefit Plan (not taking into account for purposes of this Section 6.6(a) only, participation in the Company’s Long Term Incentive Plan, any sales commission plans and any changes to a Covered Employee’s title only), and (ii) severance benefits which are no less advantageous than those offered to Covered Employees under the applicable Company Benefit Plan, Company policy or practice; 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 applicableused in this Section 6.6(a)); and (B) with respect to any Covered Employees based outside the United States, Parent’s obligations under this Section 6.6(a) shall be modified to the extent necessary to comply with applicable Laws of the foreign countries and incentive compensation opportunities political subdivisions thereof in an amount that is no less favorable than which such employees are based. (b) From and after the base salary Effective Time, Parent shall honor, fulfill and discharge, or hourly wage rates shall cause the Surviving Corporation to honor, fulfill and incentive compensation opportunities discharge, in accordance with its respective terms as in effect on as of the date hereof or as may be amended or terminated after the date hereof with the prior written consent of this Agreement (provided that Parent Parent, each of the written employment, change in control, severance and termination agreements between the Company or any Subsidiary 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. (c) With respect to any Parent may terminate 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 Continuing 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 during such period participated immediately prior to the Effective Time, (ii) provide each Covered Employee with credit for any reasonco-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, a termination without cause) eligibility to participate, vesting credit, entitlement to benefits and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(kbenefit accrual) of the Code any New Benefit Plans (the “Parent 401(kincluding those providing for vacation and paid time-off) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing in which any Covered Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements 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. (d) Nothing in this Section 6.6 shall be construed to (i) limit the right of Parent willor any of its Subsidiaries (including, or will cause following the Closing Date, the Surviving Corporation to, recognize all service of such Continuing Employee with the and its Subsidiaries) to amend or terminate any Company Benefit Plan or a Subsidiary of the Company, as the case may beother employee benefit plan, to the extent recognized by the Company such amendment or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer termination is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the applicable plan), or (ii) require Parent or any of 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. (de) To Without limiting the extent permitted under generality of Section 9.5, the applicable Parent Planprovisions of this Section 6.6 are solely for the benefit of the parties to this Agreement, Parent will waiveand no current or former employee, director or cause 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 be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Company Benefit Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “or other employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)plan for any purpose.

Employee Benefits Matters. (a) Until Prior to the end effectiveness of the calendar year in which Registration Statement, SPAC will use reasonable best efforts to agree upon the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees terms of employment agreements with each of the individuals set forth on Section 7.06(a) of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time Disclosure Schedule (the “Continuing EmployeesEmployment Agreements”): ), which Employment Agreements shall: (i) base salary or hourly wage rates (be effective as applicable) of the Closing, and incentive compensation opportunities in an amount that is no less favorable than be subject to prior approval by the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) Company; and (ii) welfare contain market terms for a public company of similar size and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant industry to the Company Employee Plans which have been provided or made available to the ParentCompany. (b) If Prior to Closing, SPAC, OpCo, and the Company’s 401(k) plan is terminated prior to Company shall negotiate in good faith regarding the Effective Time pursuant to Section 6.11, at implementation of employee benefit plans and programs for the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) Employees and employees of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanSPAC and its subsidiaries. (c) To Prior to the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary effectiveness of the CompanyRegistration Statement, as the case may be, to SPAC Board shall approve and adopt an equity incentive plan in the extent recognized form mutually agreed by the Company or and SPAC (the “SPAC Incentive Equity Plan”), in the manner prescribed under applicable Laws, effective as of one day prior to the Closing Date, reserving a Subsidiary number of shares of SPAC Incentive Common Stock for grant thereunder equal to 8% of the Company total issued and outstanding capital stock of SPAC (as well as service including the SPAC Class V Common Stock) following the Closing. The SPAC Incentive Equity Plan will provide that the SPAC Incentive Common Stock reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with any predecessor employer the 2024 fiscal year through the 2028 fiscal year in an amount equal to 2% of SPAC Incentive Common Stock outstanding on the last day of the Company immediately preceding fiscal year or any Subsidiary such lesser amount as determined by the administrator of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)SPAC Incentive Equity Plan. (d) To The provisions of this Section 7.06 are solely for the extent permitted under benefit of the applicable Parent PlanCompany, Parent will waiveSPAC and OpCo, and nothing contained in this Section 7.06, express or implied, shall confer upon any Continuing Employee or employee of SPAC or OpCo or legal representative or beneficiary or dependent thereof, or cause to be waivedany other person, any prerights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-existing condition party beneficiary or otherwise, including, without limitation, exclusionsany right to employment or continued employment for any specified period, actively-at-work requirements and waiting periods under or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute the establishment, termination, amendment or modification of any Parent Employee Benefit Plan in which or any other benefit or compensation plan, policy or arrangement, or shall require SPAC, OpCo or any of their affiliates (including following the Continuing Employees (and Closing, the Company) to continue any Employee Benefit Plan or other benefit or compensation plan, policy or arrangements, or prevent their eligible dependents) will be eligible to participate from and after the Effective Timeestablishment, except to the extent that such pre-existing condition limitationamendment, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually modification or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)termination.

Employee Benefits Matters. (a) Until Parent shall, or shall cause the end Surviving Company to, assume, honor and fulfill (i) all of the calendar Company Benefit Plans in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans or as permitted pursuant to Section 5.1 hereof, and (ii) all of the Company Benefit Plans established following the date hereof in accordance with Section 5.1 hereof. Effective as of the Effective Time and for a period of no less than one (1) year in which the Closing occursthereafter, Parent shall provide, or shall cause its Subsidiaries the Surviving Company to provide provide, to employees each employee of the Company and/or its Subsidiaries who are continues to be employed by the Parent or the Surviving Company or any Subsidiary of the Company immediately prior to the Effective Time thereof (the “Continuing Employees”): ), (ix) base salary or hourly wage rates compensation (as applicable) and including cash incentive compensation opportunities in an amount opportunities, but excluding any equity-based compensation) that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any to such Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant Time, (y) equity-based compensation that is no less favorable than the equity-based compensation provided to Section 6.11similarly situated employees of Parent and (z) employee benefits that are, at in the aggregate, no less favorable than those provided to the Continuing Employee immediately prior to the Effective Time. In addition, effective as of the Effective Time and for a period of no less than one (1) year thereafter, each Continuing Employee will shall be eligible to participate in any applicable severance plans, programs and/or arrangements maintained by Parent and in accordance with the Parent plan that is intended to be qualified under terms set forth on Section 401(k6.7(a) the Company Disclosure Letter. Effective as of the Code (the “Parent 401(k) Plan”). Effective Time and thereafter, Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent willprovide, or will shall cause the Surviving Corporation toCompany to provide, recognize all service that periods of such Continuing Employee employment with the Company (including any current or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer former affiliate of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the employment records benefit of the Company Continuing Employees, including vacation or such Subsidiary 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 the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes determining any accrued benefit under any defined benefit plan) in any Parent Plan pension plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit as would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the planbenefits). (db) To Effective as of the extent permitted under the applicable Parent PlanEffective Time and thereafter, Parent will waiveshall, or and shall cause to be waivedthe Surviving Company to, any pre-existing condition limitation, exclusions(i) ensure that no eligibility waiting periods, actively-at-work requirements and waiting periods under any Parent Plan in which or pre-existing condition limitations or exclusions shall apply with respect to the Continuing Employees under the applicable health and welfare benefits plan of Parent or any affiliate of Parent (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan Benefit Plans immediately prior to the Effective Time. “Parent Plans” means ), (ii) waive any and all “employee benefit plans,” as defined in Section 3(3) evidence of ERISA, maintained in the United States insurability requirements with respect to such Continuing Employees to the locations at which 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) Nothing in this Agreement shall confer upon any Continuing Employee any right to continue in the employ or service of Parent, the Surviving Company or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Company or any affiliate of Parent, which rights are employed 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 Company, 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 (all i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan of Merger Sub, or (ii) create any third party rights in any current or former service provider of the above being hereinafter individually Company or collectively referred to as “Parent Plan” its affiliates (or “Parent Plans,” respectivelyany beneficiaries or dependents thereof).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occursIf so directed by Parent, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately Board, at least five (5) business days prior to the Effective Time (initial scheduled expiration of the “Continuing Employees”): Offer, will adopt resolutions terminating (i) base salary or hourly wage rates (as applicable) any and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee all Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code and (ii) all Plans that are account balance plans providing for deferrals of compensation at the “Parent 401(kelection of the service provider as described in Treasury Regulation Section 1.409A-1(c)(2)(i)(A) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under (including without limitation, the Company’s 401(kAmended and Restated Deferred Compensation Plan), in each case effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The termination of the Plans referred to in clause (ii) above will be effected pursuant to and in accordance with the Treasury Regulation Section 1.409A-3(j)(4)(ix)(B). The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries, as applicable. The Company shall take such other actions in furtherance of terminating any such Plans as contemplated by this Section 7.6(a) as Parent may reasonably request. (b) As of the Effective Time, the Company, the Surviving Corporation, Parent and/or their respective subsidiaries shall provide the Continuing Employees with substantially comparable types and levels of employee benefits (excluding any defined benefit pension plan and equity award, change of control and/or severance benefits) (“Parent Plans”), as those provided to roll over similarly-situated employees of Parent. To the extent such loan into an account employee benefits are provided through Parent Plans and not the Plans, then for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any Parent Plan and to the extent permitted by applicable law and subject to any applicable break in service or similar rule, Parent shall provide the Continuing Employees with service credit under the Parent 401(kPlans for their period of service with the Company and its Subsidiaries prior to the Effective Time, except where doing so would cause a duplication of benefits. Subject to any required consent of the applicable insurance provider, if benefits are provided under Parent Plans, Parent shall use its reasonable best efforts to cause any and all pre-existing condition (or actively at work or similar) Planlimitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plan that is a group health plan to be waived with respect to such Continuing Employees and their eligible dependents in accordance with applicable laws and, if the Effective Time occurs on a date other than the last day of a Plan year and such benefits are provided under Parent Plans, Parent shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the Plan year including the Effective Time for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent Plan in which they are eligible to participate after the Effective Time. (c) To the extent that Nothing in this Agreement shall (x) create any Continuing Employee becomes a participant third-party beneficiary rights in any Parent Plan employee or other material benefit arrangements after the Effective Time, Parent will, former employee (including any beneficiary or will cause the Surviving Corporation to, recognize all dependent thereof) or service of such Continuing Employee with the Company provider or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company former service provider (including any beneficiary or a Subsidiary of the Company (as well as service with any predecessor employer dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Plan of the Company prior to the extent service with such predecessor employer is recognized by the Company Effective Time), or such Subsidiary (y) constitute or be construed to constitute an amendment to any of the Company) and reflected compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the employment records rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except prior to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the planEffective Time). (d) To If the extent permitted Company or any of the Company Subsidiaries enters into, adopts, amends, modifies or terminates any Company Arrangement, all such amounts payable under such Company Arrangement shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall take all actions necessary so that, prior to the Expiration Date: (i) the adoption, approval, amendment or modification of each such Company Arrangement, as well as any payment or benefit to be made thereunder or with respect thereto, shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d–10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d–10(d)(2) is otherwise applicable Parent Planthereto as a result of the taking prior to the Expiration Date of all necessary actions by the Company Board, Parent will waivethe Company Compensation Committee or its independent directors. (e) Notwithstanding anything herein to the contrary, or in the event of the termination of employment without cause to be waivedof any Continuing Employee (excluding any Company executive officer with an individual employment agreement that provides severance pay and excluding any person covered by a Company Management Continuity Agreement), at any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which moment within the Continuing Employees ninety (and their eligible dependents) will be eligible to participate from and after 90)-day period immediately following the Effective Time, except such Continuing Employee shall be entitled to an amount of severance pay and benefits in accordance with and subject to the extent that such pre-existing condition limitationterms of the severance policy of the Company listed on Schedule 7.6 of this Agreement, exclusions, actively-at work requirements and waiting periods would have been applicable less any amount paid under the comparable Company Company’s Amended and Restated Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISARetention Plan, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)if any.

Employee Benefits Matters. (a) Until From and after the end of the calendar year in which the Closing occursEffective ------------------------- Time, Parent shall or honor, and shall cause its Subsidiaries the Surviving Corporation to provide to employees honor, in accordance with their terms, all contracts, agreements, arrangements and commitments of the Company who are employed by the Company or any Subsidiary of the Company as in effect immediately prior to the Effective Time (Time, to the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities extent disclosed in an amount that is no less favorable than writing to Parent prior to the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonEffective Time, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in applicable to any current or former employees or directors of the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentCompany. (b) If Parent hereby agrees that, immediately following the Company’s 401(k) plan is terminated prior Effective Time, it shall, or shall cause the Surviving Corporation to provide employee benefit and compensation plans, programs, contracts and arrangements for the benefit of employees of the Company which, in the aggregate, will provide benefits and compensation that are at least equivalent to, and no less favorable than, the benefits and compensation provided to such employees under the employee benefit and compensation plans, programs, contracts and arrangements of similarly situated employees of Parent; provided, however, that changes may be -------- ------- made to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably extent necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plancomply with applicable law. (c) To the extent that service is relevant for eligibility and vesting (and, solely for purposes of calculating entitlement to vacation and sick days, benefit accruals) under any Continuing Employee becomes a participant in retirement plan, employee benefit plan, program or arrangement established or maintained by Parent or any of the Parent Plan Subsidiaries for the benefit of employees of Parent, such plan, program or other material benefit arrangements after arrangement shall credit Company employees for service accrued or deemed accrued on or prior to the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee Time with the Company or a Subsidiary any affiliate or predecessor thereof. In addition, Parent shall waive limitations on benefits relating to any pre-existing conditions to the same extent such limitations are waived under any comparable Plan and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected 's employees in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan calendar year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Effective Time occurs. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, On or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “, the Company shall use its best efforts to enter into employment agreements in substantially the form attached hereto as Exhibit B with each of Messrs. Xxxxxx, Xxxxxxxx and Xxxxxx. (e) The Company agrees to cooperate with Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all encourage employees of the above being hereinafter individually or collectively referred Company to as “Parent Plan” or “Parent Plans,” respectively)continue their employment with the Surviving Corporation.

Employee Benefits Matters. (a) Until From and after the end of the calendar year in which the Closing occursEffective Date, Parent shall or shall cause the Surviving Company and its Subsidiaries successors and assigns to provide to employees honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company who are employed by and the Company or any Subsidiary of the Company Subsidiaries as in effect immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits Date that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant applicable to the Company Employee Plans which have been provided any current or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) former employees or directors of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Companyany Subsidiary; provided, as the case may behowever, to the extent recognized by that nothing contained herein shall prohibit Parent or the Company or a Subsidiary any of the Company (as well as service Parent's Subsidiaries from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in accordance with any predecessor employer their terms. Employees of the Company or any Subsidiary shall receive full credit for purposes of the Company eligibility to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) participate and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes vesting (but not for accrual purposes benefit accruals) under any defined employee benefit plan) in any , program or arrangement established or maintained by Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except its successors and assigns after the Effective Time for service accrued or deemed accrued prior to the extent Effective Time with the Company or any Subsidiary; provided, however, that such crediting of service credit would result in a duplication shall not operate to duplicate any benefit or the funding of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Planbenefit. In addition, Parent will shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods conditions to the same extent such limitations are waived under any Parent Plan comparable plan of the Company or its Subsidiaries and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company and its Subsidiaries in the calendar year in which the Continuing Employees Effective Time occurs. (b) As soon as practicable after the execution of this Agreement, the Company and their eligible dependentsParent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements. (c) will be eligible Prior to participate from and after the Effective Time, except the Company shall have adopted resolutions to terminate its Employee Stock Purchase Plan effective with the last day of the offering period ending December 31, 2002. (d) The Company will adopt, or will cause to be adopted. all necessary corporate resolutions to terminate the Dianon Systems, Inc. 401(k) Retirement Plan, and any other 401(k) Plan maintained by the Company or its Subsidiaries, effective as of no later than one day prior to Closing. Immediately prior to such termination, the Company will make all necessary payments to fund the contributions: (i) necessary or required to maintain the tax-qualified status of the 401(k) Plan; (ii) for elective deferrals made pursuant to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under 401(k) Plan for the comparable Company Employee Plan immediately period prior to termination; and (iii) for employer matching contributions for the Effective Timeperiod prior to termination. “Parent Plans” A 401(k) Plan means all “employee benefit plans,” a qualified plan under Code Section 401(a) sponsored and maintained by the Company or its Subsidiary, which includes a qualified cash or deferred arrangement, as defined in Section 3(3401(k) of ERISAthe Code. The Company shall provide Parent with a copy of resolutions duly adopted by the Company's (or Company Subsidiary as applicable) board of directors terminating the 401(k) Plan. Parent will take such steps as are reasonably necessary to ensure that Parent's 401(k) plan will permit Company employees to make individual rollover contributions to Parent's 401(k) Plan of any "eligible rollover distributions," as such term is defined in Parent's 401(k) Plan, maintained in distributed by the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Company 401(k) Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to From and after the Effective Time (the “Continuing Employees”): and until December 31, 2012, Parent (i) will not reduce the base salary compensation or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement any Continuing Employee (provided that Parent or any Parent Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare will cause the Surviving Corporation to maintain for the Continuing Employees each Company Plan that is an “employee benefit plan” within the meaning of and retirement benefits that are no less favorable in subject to Section 3(3) of ERISA (other than the aggregate than those 401(k) Plan) pursuant to its terms in effect for such Continuing Employees immediately before prior to the Effective Time pursuant Time, except to the Company Employee Plans which have been provided or made available extent any such plan must be amended to comply with applicable Law. In the Parent. (b) If event that the Company’s 401(k) plan is terminated Plan terminates prior to the Effective Time pursuant to as contemplated in Section 6.115.5(e), at the Effective Time each Continuing Employee who is on United States payroll will be immediately eligible to participate in the Parent plan Plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code), including any rollovers of any outstanding loan under loans from the Company’s 401(k) plan Plan, if any, to roll over such loan eligible rollover distribution as part of any lump sum distribution to the extent permitted by the 401(k) Plan into an account under the Parent 401(k) Plan. (b) From and after the Effective Time and until December 31, 2012, Parent will, and will cause the Surviving Corporation to, honor in accordance with its terms (as in effect on the date of this Agreement), the Novellus Systems, Inc. Rule of 70 Accelerated Stock Vesting Retirement Plan; provided, further, that the foregoing shall not be construed to impact any equity award agreement that remains outstanding as of the date hereof and that includes express contractual benefits under such plan. (c) To the extent that any Continuing Employee becomes a participant in any US Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the CompanyCompany Subsidiary, as the case may be, to the extent recognized by the Company or a Company Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Company Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the CompanyCompany Subsidiary) and reflected in the employment records of the Company or such Subsidiary of the CompanyCompany Subsidiary, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing vesting and subsequent plan years and vacation and severance accrual eligibility purposes (but not for accrual purposes under any defined benefit planpurposes, except for vacation and severance, if applicable) in any US Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the planUS Parent Plan). (d) To the extent permitted not prohibited by an insurer or service provider under the applicable a US Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any US Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3. (e) of ERISA, maintained in the United States with respect Prior to the locations at which Effective Time, the Company will take such actions as Parent may reasonably request so as to enable the Surviving Corporation to effect such actions relating to the 401(k) Plan of the Company (the “401(k) Plan”) as Parent may deem necessary or appropriate, including amending and/or terminating the 401(k) Plan prior to the Effective Time, subject to the terms of the 401(k) Plan and applicable Law and provided that such action does not preclude the immediate participation of the Continuing Employees are employed in any successor plan; provided, however, that Parent must make any such request in writing and within ten (all 10) business days prior the Effective Time. (f) This Section 5.5 will be binding upon and inure solely to the benefit of each of the above being hereinafter individually parties to this Agreement, and nothing in this Section 5.5, express or collectively referred implied, is intended to as “Parent Plan” confer upon any other person any rights or “Parent Plans,” respectively)remedies of any nature whatsoever under or by reason of this Section 5.5.

Employee Benefits Matters. (a) Until For a period of one year after the end of the calendar year in which the Closing occursEffective Time, Parent shall shall, or shall cause the Surviving Corporation (or its Subsidiaries successors) or another Affiliate of Parent to, provide Employees who continue to provide to employees of the Company who are be employed by the Company or any Company Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) with base salary or hourly wage rates (as applicable) wages, cash bonus opportunity, and incentive pension and welfare and other benefits and compensation opportunities under plans, programs and arrangements, which in an amount that is no the aggregate will provide base salary or wages, cash bonus opportunity, and pension and welfare and other benefits and compensation to the Employees in the aggregate which, taken together, are not materially less favorable favorable, in the aggregate, than the base salary or hourly wage rates wages, cash bonus opportunity, and incentive pension and welfare and other benefits and compensation opportunities as provided to such Employees in effect the aggregate under the Benefit Plans on the date hereof; provided, however, that for purposes of determining the foregoing, equity-based compensation provided by the Company or any Company Subsidiary on the date hereof shall not be taken into account; and provided, further, that (subject to compliance with the foregoing provisions of this Agreement (provided that Section 7.6(a)) nothing herein shall prevent the amendment or termination of any benefit or compensation plan, program or arrangement maintained by Parent or any Subsidiary its Affiliates or interfere with the right or obligation of Parent may terminate any Continuing Employee during or its Affiliate to make such period changes to such plans, programs or arrangements as are necessary to conform with applicable Law. Parent and the Surviving Corporation shall be solely responsible for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before obligations arising on or after the Effective Time pursuant under Section 4980B of the Code with respect to the Company Employee Plans which have been provided or made available to the Parentall “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9. (b) On or prior to the tenth Business Day following the date of this Agreement, the Company shall provide Parent with a copy of all relevant Section 280G calculations for its employees who are “Disqualified Individuals” within the meaning of Section 280G of the Code. If any such employee would be subject to any excise tax imposed under Section 4999 of the Code, then the Company shall, no later than the twentieth Business Day preceding the Closing, provide such person(s) with the opportunity to subject any payments that could constitute a “parachute payment” pursuant to Section 280G of the Code to a stockholder vote in a manner that complies with the stockholder vote requirements under Section 280G of the Code and the applicable regulations. Prior to providing the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably stockholders with any materials necessary to permit each Continuing Employee who has an outstanding loan under comply with such stockholder vote, the Company’s 401(k) plan Company shall provide a copy of such materials to roll over Parent in sufficient time to allow Parent to comment thereon and shall consider any such loan into an account under the Parent 401(k) Plancomments in good faith. (c) To Notwithstanding the extent that foregoing, nothing contained herein shall (i) be treated as an amendment of any Continuing Employee becomes a participant in any Parent particular Benefit Plan or Foreign Benefit Plan or any employee benefit plan, program or arrangement maintained by Parent or any of its Affiliates, (ii) give any Person other material benefit arrangements after than the Effective Time, Parent will, parties to this Agreement any right to enforce the provisions of this Section 7.6 or will cause the Surviving Corporation to, recognize all service of such Continuing Employee (iii) (subject to compliance with the Company or a Subsidiary provisions of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company Section 7.6(a)) obligate Parent or any Subsidiary of the Company its Affiliates to the extent service with such predecessor employer is recognized by the Company (A) maintain any particular benefit plan or such Subsidiary of the Companycompensation arrangement or (B) and reflected in retain the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)particular employee. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until If so directed by Purchaser in writing at least five (5) business days prior to the end Closing Date, the Company’s board of directors will adopt (and will cause any other sponsor of the calendar applicable Company Benefit Plan to adopt), at least two (2) business days prior to the Closing Date, resolutions terminating any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Purchaser. The form and substance of such resolutions shall be subject to the reasonable approval of Purchaser, and the Company shall provide Purchaser evidence that such resolutions have been adopted by the board of directors of the Company or any of the Company Subsidiaries or any other applicable Company Benefit Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Purchaser may reasonably request. (b) If so directed by Purchaser in writing at least five (5) business days prior to the Closing Date, and provided that the Company s legally entitled to act unilaterally, the Company shall notify (or coordinate with any other applicable parties to notify) any Third Party involved in the administration or operation of each applicable Company Benefit Plan set forth on Schedule 7.3(b) of the Disclosure Schedule Plan) of its intent to terminate any Continuing Employees’ participation in such Company Benefit Plan. Such termination shall occur as soon as administratively practicable subject to any contractual obligations of the Company with respect to such Company Benefit Plan. (c) During the one (1)-year period immediately following the Closing Date, Purchaser shall, or shall cause the Company and/or their respective subsidiaries to provide the Continuing Employees with substantially comparable (i) base salary and target annual bonus opportunities as was provided to such Continuing Employee prior to the Closing and (ii) with severance benefits that are no less favorable than the severance benefits to which such Continuing Employee would have been entitled with respect to such termination under the Company Benefit Plans that are severance policies of Seller, the Company and the Company Subsidiaries or that are employment agreements covering Company Employees as in effect immediately prior to the Closing Date, which Company Benefit Plans are set forth on Section 7.3(c)(ii) of the Disclosure Schedule and have been provided to Purchaser prior to the date of this Agreement, provided that this undertaking shall not obligate Purchaser to continue the employment of such Continuing Employees for any period following the Closing, and such Continuing Employees may be terminated by Purchaser at any time (except to the extent otherwise restricted by Law and subject to any Company Benefit Plans that are contractual arrangements between the Company and any individual employee, as in effect on the date hereof and as set forth on Section 7.3(c)(ii) of the Disclosure Schedule and have been provided to Purchaser prior to the date of this Agreement). In addition, Purchaser will be responsible for paying the Continuing Employees the 2017 bonus following year-end in the ordinary course and in amounts consistent with what is accrued immediately prior to Closing and incurred between the Closing Date and year-end. (d) Through December 31st of the year in which the Closing occurs, Parent shall Purchaser shall, or shall cause its Subsidiaries the Company and/or their respective subsidiaries to provide the Continuing Employees with the types and levels of employee benefits (excluding cash and equity-based long-term incentive opportunities) that are, in the aggregate, substantially comparable to employees the types and levels of the Company who are employed by the Company or any Subsidiary of the Company employee benefits (excluding cash and equity-based long-term incentive opportunities) provided to such Continuing Employees immediately prior to the Effective Time Closing Date (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (such benefits to be provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans “Purchaser Plans,” which have been provided or made available to for the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) avoidance of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with doubt may include the Company or a Subsidiary of the Company, as the case may beBenefit Plans, to the extent recognized such Company Benefit Plans are assumed by the Company or a Subsidiary Purchaser). (e) For all purposes of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the CompanyPurchaser Plans, for including vesting, eligibilityeligibility to participate, entitlement to contributions under a defined contribution plan for the plan year vacation accrual and levels of the Closing and subsequent plan years and vacation and severance accrual purposes benefits (but not for accrual purposes benefit accruals under any defined benefit plan or frozen benefit plan of Purchaser or vesting under any equity incentive plan) in under any Parent Purchaser Plan, Purchaser will credit each Continuing Employee with his or her years of service with the Company before the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any comparable Company Benefit Plan or other material benefit arrangements in which such Continuing Employees may be Employee participated or was eligible to participate (immediately prior to the Closing; provided that the foregoing will not apply to the extent that its application would result in any duplication of benefits with respect to the same period of service. In addition, Purchaser will use commercially reasonable efforts, subject in each case except to receipt of any required consent of the extent such service credit would result in a duplication of benefits applicable Purchaser Plan provider, to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any such plan or where such crediting is not permitted by the terms and all Purchaser Plans, (ii) for purposes of the plan). (d) To the extent permitted under the applicable Parent Planeach Purchaser Plan providing medical, Parent will waivedental, or cause pharmaceutical and/or vision benefits to be waivedany Continuing Employee, any all pre-existing condition limitation, exclusions, exclusions and actively-at-work requirements of such Purchaser Plan to be waived for such Continuing Employee and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible his or her covered dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable conditions were inapplicable or waived under the comparable Company Benefit Plans in which such Continuing Employee Plan participated immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined Closing, and (iii) for the plan year in which the Closing occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any Purchaser Plan. (f) Purchaser will cause the Company to, honor, in accordance with their terms the executive agreements listed on Section 3(37.3(f) of ERISAthe Disclosure Schedule following the Closing. (g) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) or service provider or former service provider (including any beneficiary or dependent thereof) of Seller, maintained the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any plan or any employee or service provider program or arrangement of Purchaser or any of its subsidiaries (including any Company Benefit Plan of the United States with respect Company prior to the locations at which the Continuing Employees are employed Closing), or (all y) constitute or be construed to constitute an amendment to any of the above being hereinafter individually compensation or collectively referred benefit plans maintained for or provided to as “Parent Plan” employees or “Parent Plans,” respectivelyother persons on, prior to or following the Closing. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Purchaser or any of its subsidiaries (including any Company Benefit Plan of the Company or any Company Subsidiary).

Employee Benefits Matters. (a) Until From and after the end Effective Time and until December 31 of the calendar year in which the Closing Effective Time occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities its Subsidiaries shall be offered participation in an amount that is no less favorable than the base salary or hourly wage rates employee benefit plans, programs, policies and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits arrangements that are no less favorable in the aggregate than to those provided under the applicable employee benefit plans (as defined in Section 3(3) of ERISA (excluding plans exempt under Section 201(2) of ERISA)), programs, policies and arrangements of the Company and its Subsidiaries in effect for such Continuing Employees immediately before at the Effective Time (collectively, "Current Plans"); provided, however, that nothing contained in this Section 6.06(a) shall (i) obligate or commit Parent or its subsidiaries to continue any particular Current Plan after the Effective Time or to maintain in effect any particular Current Plan or any level or type of benefits, (ii) obligate or commit Parent or its subsidiaries to provide any employee of the Company or any Subsidiary with any equity compensation pursuant to any equity compensation plans, programs or arrangements sponsored or provided by Parent or any of its subsidiaries or affiliates for the Company Employee Plans which have been provided benefit of its employees, or made available (iii) prohibit Parent or its subsidiaries from making any changes to the Parentany Current Plans. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Company and the Subsidiaries to, credit each employee of the Company and the Subsidiaries as of the Effective Time with such number of unused vacation days and other paid time off accrued by each employee with the Company and the Subsidiaries prior to the Effective Time in accordance with the Company's personnel policies applicable to such employees on the date hereof, copies of which have been made available to Parent; provided that Parent may, in its sole discretion and to the extent permitted by applicable Law, require that such vacation and other paid time off be taken by the employee prior to December 31, 2006. (c) Employees of the Company and its Subsidiaries shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation to, recognize all for service of such Continuing Employee accrued prior to the Effective Time with the Company or a any Subsidiary of under which each employee may be eligible to participate on or after the Company, as the case may be, Effective Time to the same extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan plans immediately prior to the Effective Time. “Parent Plans” means all “employee ; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (d) With respect to the welfare benefit plans,” as defined , programs and arrangements maintained, sponsored or contributed to by Parent or its subsidiaries immediately prior to the Effective Time ("Parent Welfare Benefit Plans") in Section 3(3which an employee of the Company and the Subsidiaries may be eligible to participate on or after the Effective Time, Parent shall waive, or cause its insurance carrier to waive, any limitations on benefits relating to pre-existing conditions (if any) of ERISA, maintained in the United States with respect to participation and coverage requirements applicable to employees of the locations at Company and its Subsidiaries under Parent Welfare Benefit Plans to the same extent such limitations are waived under any comparable plan of Parent or its subsidiaries in effect immediately prior to the Effective Time and shall 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 calendar year in which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Effective Time occurs.

Employee Benefits Matters. (a) Until the end of the calendar year in which At the Closing occursand for a period of twelve months thereafter, the Parent shall or shall cause its Subsidiaries to provide to take all reasonable action so that employees of the Company who are employed by the Company or any Subsidiary as of the Company Closing Date (the “Acquired Employees”) shall be entitled to continue to receive compensation and employee benefit plans, programs or arrangements that are, in the aggregate, comparable to the compensation and Benefit Plans that were offered to such Acquired Employees immediately prior to the Effective Time (Closing; provided, however, that nothing in this Section 8.3(a) shall preclude the “Continuing Employees”): (i) base salary Parent from making reasonable changes in Parent’s discretion to the positions or hourly wage rates (as applicable) and incentive compensation opportunities titles held by Acquired Employees or terminating individual Acquired Employees in an amount that is no less favorable than the base salary ordinary course of business, or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant subject to the Company Employee Plans which have been provided provisions of this Section 8.3(a), transitioning any or made available all such Acquired Employees to the ParentParent compensation and benefit plans and programs. (b) If The Acquired Employees shall after the Company’s 401(kClosing continue to receive full credit for service with the Company or any of its affiliates (or predecessor employers to the extent the Company provides such past service credit) plan is terminated for purposes of accrued leave entitlements and eligibility and vesting under benefit plans and programs provided to the Acquired Employees after the Closing to the same extent such service was recognized under the Company Benefit Plans prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Closing (provided that such service shall not be recognized for purposes of any benefit accruals under a defined benefit Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) Pension Benefit Plan of the Code (the “Parent 401(k) Plan”Parent). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To In the extent that event of any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements change after the Effective TimeClosing in the Welfare Plans provided for the benefit of the Acquired Employees, Parent will, shall use commercially reasonable efforts or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement use commercially reasonable efforts to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitationlimitations, exclusions, actively-at-work requirements and waiting periods under any Parent the new Employee Welfare Benefit Plan in which the Continuing Acquired Employees (and their eligible dependents) will be eligible to participate from and after the Effective TimeClosing, except to the extent that such pre-existing condition limitationlimitations, exclusions, actively-at at-work requirements and waiting periods would not have been applicable satisfied or waived under the comparable Company Benefit Plan in which the Acquired Employee Plan immediately participated prior to the Effective TimeClosing. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) In the event of ERISA, maintained any mid-year change in the United States with respect health and medical benefit plans in which an Acquired Employee participates after the Closing, to the locations at extent commercially practicable, Parent shall cause the new plan to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred during such year by such Acquired Employee (and his or her eligible dependents) under the prior plans for purposes of satisfying such year’s deductible and co-payment limitations under the new plans in which the Continuing Employees are employed such Acquired Employee (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)and dependents) commences participation.

Employee Benefits Matters. (a) Until the end of the calendar year If so directed by Parent in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately writing at least ten (10) days prior to the Effective Time (initial scheduled expiration of the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonOffer, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available Board will adopt (and will cause any other sponsor of the applicable Plan to the Parent. adopt), at least five (b5) If the Company’s 401(k) plan is terminated business days prior to the Effective Time pursuant to Section 6.11initial scheduled expiration of the Offer, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is resolutions terminating any and all Plans intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries or any other applicable Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. (b) As of the Effective Time, the Company, the Surviving Corporation, Parent and/or their respective subsidiaries shall provide the Continuing Employees with substantially comparable types and levels of employee benefits (excluding any defined benefit pension plan and equity award, change of control and/or severance benefits) (“Parent 401(k) PlanPlans”). , as those provided to similarly-situated employees of Parent, provided that this undertaking shall not obligate Parent shall take all steps reasonably necessary to permit each continue the employment of such Continuing Employee who has an outstanding loan under Employees for any period following the Company’s 401(k) plan Effective Time, and such Continuing Employees may be terminated by Parent at any time (except to roll over such loan into an account under the Parent 401(k) Planextent otherwise restricted by Law). (c) To the extent that For purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any Parent Plan, Parent will credit each Continuing Employee becomes a participant in any Parent Plan with his or other material benefit arrangements after her years of service with the Company before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply for purposes of qualifying for subsidized early retirement benefits or to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Plan provider, cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent 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, and (iii) for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Plan. (d) Parent will, and Parent will cause the Surviving Corporation to, recognize all service of such Continuing Employee honor, in accordance with their terms, (i) the Company or a Subsidiary severance plan listed on Section 7.6(d) of the Company, as Disclosure Schedule for a period of at least six (6) months following the case may be, to Effective Time and (ii) the extent recognized by the Company or a Subsidiary executive agreements listed on Section 7.6(d) of the Company (as well as service with any predecessor employer of Disclosure Schedule following the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Effective Time. (de) To On the extent permitted under first payroll date in the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan month following the month in which the Continuing Employees Merger Closing Date occurs (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent provided that such pre-existing condition limitationdate shall not be sooner than the first payroll date in January 2014), exclusionsParent shall, actively-at work requirements or shall cause the Surviving Corporation to, pay a cash bonus to each Continuing Employee who remains on the Company’s payroll as of the Merger Closing Date and waiting periods would have been applicable under is a participant in the comparable Company Employee Company’s Incentive Compensation Plan or the Company’s Success Sharing Plan equal to a prorated portion of each such Continuing Employee’s annual bonus in effect as of immediately prior to the Effective Time, less applicable deductions and withholdings, based on performance against target during the period elapsed from the beginning of the fiscal year to the end of the month in which the Merger Closing Date occurs (and based, as may be necessary, on estimated performance for the final month of that period). (f) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) or service provider or former service provider (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. “Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent Plans” means or any of its subsidiaries (including any Plan of the Company prior to the Effective Time). (g) If the Company or any of the Company Subsidiaries enters into, adopts, amends, modifies or terminates any Company Arrangement, all “such amounts payable under such Company Arrangement shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall take all actions necessary so that, prior to the Expiration Date: (i) the adoption, approval, amendment or modification of each such Company Arrangement shall be approved as an employment compensation, severance or other employee benefit plans,arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d–10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d–10(d)(2) is otherwise applicable thereto as defined in Section 3(3) a result of ERISA, maintained in the United States with respect taking prior to the locations at which Expiration Date of all necessary actions by the Continuing Employees are employed (all of Company Board, the above being hereinafter individually Company Compensation Committee or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)its independent directors.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occursIf so directed by Parent, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately Board, at least ten (10) business days prior to the Effective Time (initial scheduled expiration of the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) Offer, will adopt resolutions terminating any and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee all Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the “Code) as Parent. The Company Board shall in any case adopt resolutions effective at the Effective Time eliminating Company stock as the funding vehicle for matching contributions under any such Plan. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) Plan”plans as Parent may reasonably request. (b) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plan or any employee program or arrangement of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent shall take all steps reasonably necessary or any of its subsidiaries (including any Plan of the Company prior to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanEffective Time). (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of If the Company or any Subsidiary of the Company Subsidiaries enters into, adopts, amends, modifies or terminates any Company Arrangement, all such amounts payable under such Company Arrangement shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall take all actions necessary so that, prior to the extent service Expiration Date: (i) the adoption, approval, amendment or modification of each such Company Arrangement shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with such predecessor employer the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) is recognized otherwise applicable thereto as a result of the taking prior to the Expiration Date of all necessary actions by the Company or such Subsidiary of the Company) and reflected in the employment records of Board, the Company Compensation Committee or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)its independent directors. (d) To The Company shall, to the extent permitted under by applicable Laws and in accordance with applicable Laws, amend the applicable Parent Plan, Parent will waive, or cause Executive Officers’ Change of Control Incentive and Severance Benefit Plan and the Vice Presidents’ Severance Benefit Plan effective immediately prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees Acceptance Date to provide that (and their eligible dependentsa) will be eligible to participate from and after the Acceptance Date no compensation will be payable, and no benefits will be triggered under such plans, in connection with the termination of employment of any participant for “good reason,” “constructive termination” or any term of similar import, and (b) no provision of such plans shall result in the acceleration of vesting, exercisability or settlement of any stock option, restricted stock unit or other equity based award that is not outstanding at the Effective Time. The Company may also (a) amend the Executive Officers’ Change of Control Incentive and Severance Benefit Plan to include commissions and MBO payments in the definition of “compensation” used to calculate benefits payable under such plan, except and (b) amend the Executive Officers’ Change in Control Incentive and Severance Benefit Plan to provide that from the extent that Effective Time until the first anniversary of the Effective Time Parent may not, and may not cause the Surviving Company to, terminate the Executive Officers’ Change of Control Incentive and Severance Benefit Plan or to amend such pre-existing condition limitation, exclusions, actively-plan to reduce the benefits payable or potentially payable to eligible employees employed at work requirements and waiting periods would have been applicable the Effective Time under the comparable Company Employee Plan terms of such plan in effect as of immediately prior to the Effective Time. “The form and substance of these amendments (which shall be the exclusive amendments to the plans without the further consent of Parent) shall be subject to the reasonable approval of Parent, and the Company shall provide Parent Plans” means all “employee benefit plans,” evidence that such amendments have been adopted by the Company Board, the compensation committee of the Company Board, or the board of directors of the Company Subsidiaries, as defined in applicable. Section 3(37.6(d) of ERISAthe Disclosure Schedule contains a list of the countries, maintained in which do not include the United States with respect States, in which applicable Laws prohibit or limit the Company’s ability to make the locations at which amendments described in this Section 7.6(d) and describes the Continuing Employees are employed (all nature of the above being hereinafter individually prohibition or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)limitation in each such country.

Employee Benefits Matters. (a) Until Subject to the end requirements of third parties and laws associated with existing Company employee benefit plans and further subject to determination of any and all obligations relating to existing Company benefit plans on the Closing Date, all employees of the calendar year Company shall continue in which their existing benefit plans, except for the Closing occursCompany’s satisfaction of its obligations under the 2004 Incentive Plan and the Special Bonus Plan as noted in Section 3.11 of the Disclosure Schedule, until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent or Merger Sub for its and its affiliates’ employees in the United States. Parent and Merger Sub shall take such reasonable actions, to the extent permitted by Parent’s and Merger Sub’s benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefits programs of Parent or shall cause its Subsidiaries Merger Sub or alternative benefits programs in the aggregate that are substantially equivalent to provide those applicable to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to Closing in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Effective Time (effectiveness of and be solely responsible for the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentCompany’s benefit plans. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11At Closing, at the Effective Time each Continuing Employee Parent will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code enter into employment agreements (collectively, the “Parent 401(kEmployment Agreements,” and, individually, an “Employment Agreement”) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under with the Company’s 401(kindividuals set forth on Schedule 7.05(b) plan to roll over such loan into an account under the Parent 401(k) Planhereto. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective TimeAt Closing, Parent willwill enter into non-solicitation and non-competition agreements (collectively, or will cause the Surviving Corporation to“Non-Solicitation Agreements”, recognize all service of such Continuing Employee and, individually, a “Non-Solicitation Agreement”) with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Companyindividuals set forth on Schedule 7.05(c) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)hereto. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company shall take all necessary actions to obtain the requisite Member approval under Section 280G(b)(5) of the Code of any payments or benefits that could be considered “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “disqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the extent stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Proposed Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its Members approve any such pre-existing condition limitationexcess parachute payments, exclusionsneither Parent nor the Surviving Corporation shall have any responsibility or liability with respect to any excise taxes owed by the recipients of any such payments. (e) The Company shall take all necessary corporate action to terminate its 2004 Incentive Plan and its Special Bonus Plan (collectively, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan “Incentive Plans”) effective as of the date immediately prior to the Closing Date, but contingent on the Closing. Parent shall receive from the Company evidence that the Company’s Board of Managers has adopted resolutions to terminate the Incentive Plans (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the date immediately preceding the Closing Date. (f) The Company and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent 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 resolutions adopted by each such entity’s board of managers or directors (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (g) With respect to all equity interest purchase, option and award agreements (including any restricted units, unit purchase, option or award agreements under the Incentive Plans) between the Company and any current or former employee, manager, consultant or founder effective as of the Effective Time. “, any and all rights of repurchase under each such agreement shall be assigned to Parent Plans” means all “employee benefit plans,” (or to such other entity as defined in Section 3(3Parent shall designate) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all by virtue of the above being hereinafter individually or collectively referred Merger and without any further action on the part of the Company, such assignment to be effective as “Parent Plan” or “Parent Plans,” respectively)of the Effective Time.

Employee Benefits Matters. (a) Until In connection with the end of the calendar year Spin-Off, but in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately event prior to the Effective Time (Time, the “Continuing Employees”): (i) base salary or hourly wage rates (Company shall assign to the Spin-Off Subsidiary, without recourse, and the Spin-Off Subsidiary shall assume, all of the Company’s rights and obligations as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date sponsor of this Agreement (provided that Parent or any Subsidiary each of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided set forth in Section 6.06 of the Company Disclosure Schedule, and each such Company Employee Plan shall be amended to provide that, effective as of the Effective Time, no employee or made available former employee of the Company (except for an employee whose employment is transferred to the Parent. Spin-Off Subsidiary or one of its Subsidiaries in connection with the Spin-Off), and no dependent or beneficiary of any such employee (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11collectively, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) PlanSurviving Corporation Employees”), shall have any rights with respect to any such Company Employee Plan, except for the rights of a terminated employee, or as otherwise provided in this Section 6.06 or in Section 6.07. Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after After the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service shall provide the Surviving Corporation Employees with employee benefits that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of such Continuing Employee with Parent or the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company Surviving Corporation (as well as service with any predecessor employer of the Company applicable). The Surviving Corporation or any Subsidiary of the Company to the extent service with such predecessor employer is recognized Parent shall provide that all Surviving Corporation Employees shall receive credit in all employee benefit plans sponsored by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be they are eligible to participate (in each case except to including any 401(k) plan) for their service with the extent such service credit would result in a duplication Company for all purposes of benefits in any such plan or where such crediting is eligibility for and vesting of benefits, but not permitted by the terms for purposes of benefit accrual. For purposes of the plan). (d) To continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the extent permitted under the applicable Parent PlanCode, Parent will waiveit is agreed that a group health plan sponsored by Parent, or cause to a member of its controlled group, shall be waivedresponsible for providing continuation coverage for all M&A qualified beneficiaries, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISAby Treas. Reg. §54.4980B-9, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all Merger, except for employees of the above being hereinafter individually Spin-Off Subsidiary, or collectively referred its Subsidiaries, immediately following the Spin-Off. The Spin-Off Subsidiary and the Company may enter into a separate agreement consistent with the provisions of this Section 6.06 and Section 6.07, providing in more detail for the matters described herein. Nothing herein or in Section 6.07, expressed or implied shall confer upon any employee any rights or remedies, including any right to as “Parent Plan” employment, or “Parent Plans,” respectively)continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement.

Employee Benefits Matters. (a) Until Except as set forth in the end Disclosure Schedules or for action taken in compliance with Clause 6.1.6 of the calendar year in which Lone Star Agreement or Clause 6.1.6 of this Agreement, the Closing occursexecution, Parent shall or shall cause its Subsidiaries to provide to employees delivery and performance of the Company who are employed by Lone Star Agreement will not accelerate the Company time of payment, vesting or funding of, or increase the amount of, compensation due or potentially due to any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary current or hourly wage rates (as applicable) and incentive compensation opportunities former officers, directors or employee or result in an amount that is no less favorable than the base salary any other change in any obligation under any Employment Agreement or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentBenefit Plan. (b) If Lone Star has made available a copy of all Employment Agreements (with certain numbers redacted) for directors and officers of the Company and Employee Benefit Plans of the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) . Each of the Code (the “Parent 401(k) Plan”). Parent shall take Company and its Subsidiaries has timely made all steps reasonably necessary to permit each Continuing material payments due under, and recorded on its books all amounts properly accrued in respect of, all Employment Agreements and Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanBenefit Plans. (c) To the extent that All such Employment Agreements and Employee Benefit Plans comply in all material respects with all applicable Laws. There are no Proceedings pending with respect to any Continuing Employee becomes a participant in any Parent Plan Employment Agreement or other material benefit arrangements after the Effective TimeBenefit Plan, Parent willexcept for such Proceedings which, individually or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Companyaggregate, for vesting, eligibility, entitlement could not reasonably be expected to contributions under have a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Material Adverse Effect. (d) To Except as set forth in the extent permitted under Disclosure Schedules, neither the applicable Parent PlanCompany nor any of its Subsidiaries provides, Parent will waive, or cause and has not agreed to be waivedprovide, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except material employee benefits other than pursuant to the extent that Employment Agreements or the Employee Benefit Plans, and there are no obligations or commitments in force which would bind the Company or any such pre-existing condition limitationSubsidiary to grant or pay for material pension, exclusionsearly retirement or other benefits relating to retirement to current or former officers, actively-at work requirements directors or employees in excess of those provided by the Employment Agreements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Benefit Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who shall continue in their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are employed by the Company or any Subsidiary necessary to allow eligible employees of the Company immediately prior to participate in the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) health, welfare and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date other employee programs of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement alternative benefits that are no less favorable programs in the aggregate than that are substantially equivalent to those applicable to employees of Parent in effect for similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such Continuing Employees immediately before action, Parent shall maintain the Effective Time pursuant to effectiveness of the Company Employee Plans which have been provided or made available to the ParentCompany's benefit plans. (b) If Simultaneously with the Company’s 401(kexecution of this Agreement, Parent has entered into offer letters (collectively, the "Offer Letters," and, ------------- individually, an "Offer Letter") plan is terminated prior to with the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(kindividuals set forth on Schedule ------------ 6.04(b) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Planhereto. (c) To Simultaneously with the extent that any Continuing Employee becomes execution of this Agreement, Parent has entered into non-solicitation and non-competition agreements (collectively, the "Non-Solicitation Agreements", and, individually, a participant in any Parent Plan or other material benefit arrangements after "Non-Solicitation --------------------------- ---------------- Agreement") with the individuals set forth on Schedule 6.04(c) hereto. --------- (d) Prior to the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company shall take all necessary actions to obtain the requisite stockholder approval under Section 280G(b)(5) of the Code of any payments or a Subsidiary benefits that could be considered "excess parachute payments" within the meaning of Section 280G of the Code and shall require all "disqualified individuals" within the meaning of Section 280G of the Code, to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Proposed Treasury Regulations promulgated thereunder. (e) The Company shall take all necessary corporate action to terminate its 401(k) plan (the "401(k) Plan") effective as the date immediately ----------- prior to the Closing Date, but contingent on the Closing. Parent shall receive from the Company evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the date immediately preceding the Closing Date. (f) The Company and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing as requested by Parent in writing. Parent 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 Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (g) With respect to all stock purchase, stock option and stock award agreements (including any restricted stock, stock purchase, stock option or stock award agreement under the Stock Plans) between the Company and any current or former employee, director, consultant or founder effective as of the Effective Time, any and all rights of repurchase under each such agreement shall be assigned to Parent (or to such other entity as Parent shall designate) by virtue of the Merger and without any further action on the part of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause assignment to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after effective as of the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until The Parent shall require the end Surviving Corporation to (i) honor the terms of the calendar year Severance Agreements in which the Closing occursforms attached hereto as Exhibit C-1 for the officers, Parent shall or shall cause its Subsidiaries to provide to general managers and director-level employees of who will be party thereto (the "Severance Agreements"), (ii) maintain the Company who severance policy, the terms of which are employed by attached hereto as Exhibit C-2 (the Company or any Subsidiary "Severance Policy"), and (iii) maintain the Headquarters Severance Plan, the terms of which are attached as Exhibit C-3. Such Headquarters Severance Plan shall terminate in accordance with its terms, and the Company immediately prior to Severance Policy shall terminate on the first anniversary of the Effective Time (except that such plans and policies shall be effective with respect to any layoff or terminations resulting from a reorganization or consolidation on or after the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) first anniversary and incentive compensation opportunities in an amount that is before the second anniversary). Upon termination of the Severance Policy, the Parent shall require the Surviving Corporation to provide severance benefits no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date those 62 71 provided from time to time to similarly situated employees of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If A copy of the Company’s 401(k) plan 's Senior Executive Transition Bonus Plan is terminated prior attached hereto as Exhibit C-4 (the "Transition Bonus Plan"). The Parent acknowledges that the Company shall make payments under such Transition Bonus Plan to the Effective Time pursuant to Section 6.11persons, and in the respective amounts, specified in Exhibit C-4 at the Effective Time each Continuing Employee will be eligible to participate Time; provided, however, that in no event shall such amounts, in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Planaggregate, exceed $2,000,000. (c) To The Company shall have the extent that any Continuing Employee becomes a participant right to pay bonuses in any Parent Plan order to retain the services of certain employees in an amount not to exceed $100,000 in the aggregate at or other material benefit arrangements after prior to the Effective Time, Parent will, or will cause . Such bonuses shall be awarded in the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary sole discretion of the Company's Chief Executive Officer, as after consultation with the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Parent. (d) To A copy of the extent permitted under Supplemental Retirement Income Agreement with Davix Xxxxxxx, xx amended, is attached hereto as Exhibit C-5 (the applicable "SERP"). The Parent Plan, Parent will waive, or cause acknowledges that the Company shall make the payments to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which Mr. Xxxxxxx xxxer the Continuing Employees (and their eligible dependents) will be eligible to participate from and after SERP at the Effective Time. (e) The Parent shall require the Company to maintain the Red Lion Hotel, except Inc. Management Bonus Plan as attached hereto as Exhibit C-6 (the "Management Bonus Plan"), to calculate the amounts payable under such Management Bonus Plan on a basis consistent with the terms and past practice of the Company, including terms relating to proration of bonuses upon employee layoffs, and to make payments under such Management Bonus Plan with respect to the Company's fiscal year ending December 31, 1996. (f) For purposes of determining eligibility to participate, vesting, entitlement to benefits and in all other respects where length of service is relevant under any employee benefit plan or arrangement of the Company or its subsidiaries (including for severance but not for pension benefit accruals to the extent that not permitted by law), employees of the Company and its subsidiaries as of the Effective Time shall receive service credit for service with the Company and any of its subsidiaries to the same extent such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable service was credited under the comparable Company Employee Plan Company's employee benefit plans immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until The Company will adopt, or will cause to be adopted, all necessary corporate resolutions to terminate the end Company 401(k) Profit Sharing Plan, and any other 401(k) Plan maintained by the Company or its Subsidiaries (collectively, the “Company 401(k) Plans”), effective as of no later than one (1) day prior to Closing. Immediately prior to such termination, the Company will make all necessary payments to fund the contributions: (i) necessary or required to maintain the tax-qualified status of the calendar year Company 401(k) Plans; (ii) for elective deferrals made pursuant to the Company 401(k) Plans for the period prior to termination; and (iii) for employer matching contributions for the period prior to termination. A 401(k) Plan means a qualified plan under Code Section 401(a) sponsored and maintained by the Company or its Subsidiaries, which includes a qualified cash or deferred arrangement, as defined in which Section 401(k) of the Code. The Company shall provide Ciena with a copy of resolutions duly adopted by the Company’s (or the Company Subsidiaries’s as applicable) board of directors terminating the 401(k) Plan. Ciena will take such steps as are reasonably necessary to ensure that Ciena’s 401(k) Plan will permit Company employees to make individual rollover contributions to Ciena’s 401(k) Plan of any “eligible rollover distributions,” as such term is defined in Ciena’s 401(k) Plan, distributed by the Company 401(k) Plan. Effective as of the Closing occursDate, Parent Continuing Employees (as defined below) will be eligible to participate in the Ciena 401(k) Plan. (b) Following the Closing Date, Ciena shall or shall cause its Subsidiaries to provide to arrange for employees of the Company or its Subsidiaries who are employed by the Company continue employment with Ciena or any Subsidiary of the Company immediately prior to the Effective Time its Subsidiaries (the “Continuing Employees”): ) to either (i) base salary or hourly wage rates participate in the benefit plans of Ciena (as applicable“Ciena Benefit Plans”) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are terms no less favorable in the aggregate than those in effect for such offered to similarly situated employees of Ciena, and Ciena shall ensure that Continuing Employees immediately before who are actually employed and currently working for the Company at the Effective Time pursuant do not have a lapse of coverage in the transition from Company Benefit Plans to Ciena Benefit Plans, (ii) continue (or cause the Surviving Company to continue) to maintain the Company Employee Benefit Plans which have been provided or made available to on substantially the Parent. (b) If the Company’s 401(k) plan is terminated same terms as in effect prior to the Effective Time pursuant to Section 6.11Time, at the Effective Time or (iii) a combination of clauses (i) and (ii) so that each Continuing Employee will be eligible to participate have benefits that are substantially similar in the Parent plan that is intended aggregate to be qualified benefits provided to similarly situated employees of Ciena under Section 401(k) Ciena Benefit Plans. For purposes of any length of service requirements, waiting periods, vesting periods, entitlement to benefits, vacation accruals or differential benefits based on length of service under any Ciena Benefit Plan (including the Code (the “Parent Ciena 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each , other than benefit accrual under a defined benefit pension plan, for which a Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements may be eligible after the Effective TimeClosing Date, Parent will, or will cause the Surviving Corporation to, recognize all Ciena shall ensure that service of by such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, shall be deemed to the extent recognized by the Company or a Subsidiary of the Company (as well as have been service with any predecessor employer Ciena. All vacation accrued by Continuing Employees under the vacation policies of the Company or any Subsidiary of the Company its Subsidiaries or predecessors shall be carried over by Ciena and shall be permitted to be maintained up to the extent service with such predecessor employer is recognized by levels permitted under the Company or such Subsidiary of the Company) and reflected in the employment records applicable policy of the Company or such Subsidiary its Subsidiaries or predecessors. Ciena shall waive all limitations as to preexisting conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing Continuing Employees and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes their eligible dependents under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which medical, dental and vision plans that such Continuing Employees employees may be eligible to participate (in each case except after the Closing Date to the extent such service credit would result in a duplication of benefits in any such plan limitations, exclusions or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted requirements were waived or satisfied under the applicable Parent PlanCompany Benefit Plans prior to the Closing Date. Ciena shall also provide Continuing Employees and their eligible dependents with credit for any co-payments, Parent will waivedeductibles, offsets and maximum out-of-pocket requirements (or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods similar payments) made under any Parent Plan the Company Benefit Plans for the year in which the Continuing Employees (Closing occurs under Ciena’s medical, dental and their eligible dependents) will be eligible to participate from and after vision plans for the Effective Timepurposes of satisfying any applicable deductible, except to the extent that such preout-existing condition limitationof-pocket, exclusions, activelymaximum out-at work of-pocket requirements and waiting periods would have been applicable or similar requirements under the comparable Company Employee any Ciena Benefit Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at year in which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Closing occurs.

Employee Benefits Matters. (a) Until the end of the calendar year If so directed by Parent in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately writing at least ten (10) days prior to the Effective Time (initial scheduled expiration of the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonOffer, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available Board will adopt (and will cause any other sponsor of the applicable Plan to the Parent. adopt), at least five (b5) If the Company’s 401(k) plan is terminated business days prior to the Effective Time pursuant to Section 6.11initial scheduled expiration of the Offer, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is resolutions terminating any and all Plans intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries or any other applicable Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. (b) For purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any employee benefit plan maintained by Parent or any of its subsidiaries in which the Continuing Employees participate (“Parent 401(k) PlanPlans”). , Parent shall take all steps reasonably necessary to permit will credit each Continuing Employee who has an outstanding loan under with his or her years of service with the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Company before the Effective Time, Parent will, or will cause to the Surviving Corporation to, recognize all service of same extent as such Continuing Employee with was entitled, before the Company or a Subsidiary of the Company, as the case may beEffective Time, to the extent recognized by the Company or a Subsidiary of the Company (as well as credit for such service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent similar Plan or other material benefit arrangements in which such Continuing Employees may be Employee participated or was eligible to participate (in each case except immediately prior to the Effective Time; provided that the foregoing will not apply for purposes of qualifying for subsidized early retirement benefits or to the extent such service credit that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Plan provider, cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent 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, and (iii) for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Plan. (c) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) or service provider or former service provider (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such plan persons in respect of any benefits that may be provided, directly or where such crediting is not permitted by the terms indirectly, under any Plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Plan of the planCompany prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time). (d) To If the extent permitted Company or any of the Company Subsidiaries enters into, adopts, amends, modifies or terminates any Company Arrangement, all such amounts payable under such Company Arrangement shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Parent PlanCovered Securityholder. Moreover, Parent will waivethe Company shall take all actions necessary so that, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “Expiration Date: (i) the adoption, approval, amendment or modification of each such Company Arrangement shall be approved as an employment compensation, severance or other employee benefit plans,arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d–10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d–10(d)(2) is otherwise applicable thereto as defined in Section 3(3) a result of ERISA, maintained in the United States with respect taking prior to the locations at which Expiration Date of all necessary actions by the Continuing Employees are employed (all of Company Board, the above being hereinafter individually Company Compensation Committee or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)its independent directors.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occursIf so directed by Parent, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately Board, at least five (5) business days prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) Time, will adopt resolutions terminating any and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee all Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the “Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to such termination, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax qualified status of any such 401(k) Plan”). Parent shall take all steps reasonably necessary , (ii) for elective deferrals made pursuant to permit each Continuing Employee who has an outstanding loan under the Company’s any such 401(k) plan Plan for the period prior to roll over termination, and (iii) for employer matching contributions (if any) required pursuant to such loan into an account under the Parent 401(k) PlanPlan for the period prior to termination. (b) Nothing in this Agreement shall (x) create any Third Party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any persons in respect of any benefits that may be provided, directly or indirectly, under any Plan of the Company prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time). (c) To The Company will consult with Parent (and consider in good faith the extent that advice of Parent) prior to sending any Continuing Employee becomes a participant in any Parent Plan material notices or other material benefit arrangements after communication materials to its employees regarding the Effective Timematters described in this Section 6.4, Parent will, and any other matters relating to the entry into of this Agreement or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary effects of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Merger. (d) To Parent shall take the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan actions set forth in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectivelySchedule 6.4(d).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who are employed and any Subsidiary shall continue in their existing benefit plans (with the exception of the Company's 401(k) Plan) until the Closing Date, at which time, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent, it being understood that Parent in its sole discretion may amend or terminate any existing benefit plans maintained by the Company or and any Subsidiary after the Closing Date, subject to Parent's compliance with any applicable Canadian common law notice requirements, as determined by Parent. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are necessary to allow employees of the Company immediately prior and any Subsidiary to participate in the health, welfare and other benefit programs of Parent or alternative benefits programs that are substantially similar to the Effective Time terms and conditions provided to the employees in similar positions employed in Parent's London, Ontario office (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) effectiveness of the Company's and incentive compensation opportunities in an amount that is no less favorable than each Subsidiary's benefit plans. Following the base salary or hourly wage rates Closing, the Company and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary shall take any action necessary to implement any amendment or termination of Parent may terminate the Company's and any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Subsidiary's benefit plans requested by Parent. (b) If With respect to all share purchase, stock option and stock award agreements (including any restricted shares, share purchase, stock option or stock award agreement under the Company’s 401(kStock Plan, California Plan or Purchase Plan) plan is terminated prior between the Company and any current or former employee, director, consultant or founder effective as of the Closing Date, any and all rights of repurchase under each such agreement shall be assigned to the Effective Time Parent (or to such other entity as Parent shall designate), unless otherwise contemplated pursuant to Section 6.11this Agreement, at without any further action on the Effective Time part of the Company or each Continuing Employee will be eligible to participate in the Parent plan that is intended such current or former employee, director, consultant or founder, such assignment to be qualified under Section 401(k) effective as of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanClosing Date. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, shall provide to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer each eligible employee of the Company or any Subsidiary an employment confirmation letter ("Employment Confirmation Letter") that shall provide the terms of such employee's continuing employment with the Company Company, any Subsidiary or the Parent following the Closing Date, including but not limited to the extent following terms: (i) confirmation of such employee's title and base salary, which shall be the same title and base salary that applied to such employee immediately prior to the Closing Date; and (ii) confirmation that for purposes of vacation accrual and severance benefits, all service with such predecessor employer is recognized by the Company or such any Subsidiary of shall count as service with Parent following the Company) and reflected in Closing Date. Following the employment records Closing Date, each eligible employee of the Company or such any Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may shall be eligible to participate receive notice and severance entitlements (in each case except to the extent such service credit would result in a duplication of benefits in if any) that comply with any such plan or where such crediting is not permitted applicable Canadian statutory requirements (if any) and Canadian common law requirements (if any), as determined by the terms of the plan)Parent. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a1) Until the end Section 3.2(j)(l) of the calendar year in which the Closing occursSTAR Disclosure Schedule sets forth a list of all material agreements, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): arrangements, commitments, and policies (i) base salary which relate to employee benefits; (ii) which pertain to present or hourly wage rates former employees, retirees, directors or independent contractors (as applicableor their beneficiaries, dependents or spouses) of STAR; and incentive compensation opportunities in an amount that is no less favorable than the base salary (iii) which are currently or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent expected to be adopted, maintained by, sponsored by, or contributed to by STAR or any Subsidiary other employer (a "STAR AFFILIATE") which, under Section 414 of Parent may terminate any Continuing Employee during such period for any reasonthe Code, would constitute a single employer with STAR (collectively referred to as "STAR EMPLOYEE BENEFIT PLANS"), including, but not limited to, a termination without causeall: (A) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” plans as defined in Section 3(3) of ERISA; and (B) all other deferred compensation, maintained in the United States incentive, profit-sharing, thrift, stock ownership, stock appreciation rights, bonus, stock option, stock purchase, vacation, or other benefit plans or arrangements. (2) STAR and all STAR Affiliates have complied with their respective substantive obligations with respect to all STAR Employee Benefit Plans (including, but not limited to, (i) filing or distributing all reports or notices required by ERISA or the locations at which Code and (ii) complying with all requirements of Part 6 of Title I of ERISA and Code Section 4980B) and have maintained the Continuing Employees are employed STAR Employee Benefit Plans in compliance with all applicable laws and regulations (including, but not limited to, ERISA and the Code), except where the failure to comply with such obligations would not result in a Material Adverse Effect on STAR. Each STAR Employee Benefit Plan that is intended to qualify under Code Section 401(a) has received a favorable determination letter (or other ruling indicating its tax-qualified status) from the IRS, and the IRS has not threatened or taken any action to revoke any favorable determination letter issued with respect to any such STAR Employee Benefit Plan. No statement, either oral or written, has been made by STAR or any STAR Affiliate (or any agent of either) to any Person regarding any STAR Employee Benefit Plans that is not in accordance with the terms of that plan that would have a Material Adverse Effect on STAR. (3) STAR has made available to WAXS true, correct and complete copies of all of the above being hereinafter individually current documents relating to the STAR Employee Benefit Plans, including, but not limited to: (i) all plan texts (including any subsequent amendments), trust instruments and other funding arrangements adopted or collectively referred entered into in connection with each of the STAR Employee Benefit Plans; (ii) the notices and election forms used to notify employees and their dependents of their continuation coverage rights under group health plans (under Code Section 4980B(f) and ERISA Section 606), if applicable; and (iii) the most recent Form 5500 annual reports (including all schedules thereto), summary plan descriptions and favorable determination letters, if applicable, for Employee Benefit Plans. Since the date such documents were supplied to WAXS, no plan amendments have been adopted and no such amendments or changes shall be adopted or made prior to the Closing Date without WAXS's approval, except as “Parent Plan” required by applicable law after the date hereof. (4) Neither STAR nor any STAR Affiliate has any agreement, arrangement, commitment or “Parent understanding to create any additional STAR Employee Benefit Plans or to continue, modify, change or terminate any existing STAR Employee Benefit Plans that could have a Material Adverse Effect on STAR. (5) None of the STAR Employee Benefit Plans (i) is currently under investigation, audit or review by the U.S. Department of Labor, the IRS, the Pension Benefit Guaranty Corporation or any other federal or state agency or (ii) is liable for any federal, state, local or foreign taxes that would have a Material Adverse Effect on STAR. Except for such liabilities that would not have a Material Adverse Effect on STAR, there is no transaction in connection with which STAR or any STAR Affiliate could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975 or liability for a breach of fiduciary responsibility under ERISA. (6) Other than routine claims for benefits payable to participants or beneficiaries in accordance with the terms of the STAR Employee Benefit Plans,” respectively, or relating to qualified domestic relations orders (as defined in Section 414(p) of the Code), there are no claims, pending or threatened, by any participant or beneficiary against any of the STAR Employee Benefit Plans or any fiduciary of any of the STAR Employee Benefit Plans that could have a Material Adverse Effect on STAR. (7) Neither STAR nor any STAR Affiliate has at any time maintained, sponsored or contributed to any "pension plan" as defined in ERISA Section 3(2) which is subject to Title IV of ERISA or contributed to any pension plan which is a "multiemployer plan" as defined in ERISA Section 3(37)(A). (8) Section 3.2(j)(8) of the STAR Disclosure Schedule sets forth a list of all agreements, arrangements, commitments and STAR Employee Benefit Plans, under which (i) any benefits will be increased, (ii) the vesting or exercisability of benefits will be accelerated, (iii) amounts will become immediately payable, and/or (iv) the immediate funding for any benefits is required, upon the occurrence of the transaction contemplated by this Agreement. Section 3.2(j)(8) of the STAR Disclosure Schedule sets forth an estimate of the total value and/or cost of any such change in control benefits and/or funding and the time periods in which such payments must be made and/or funding obligations must be met, including but not limited to the value and/or costs of any gross up payments for tax purposes. (9) To the Knowledge of STAR, no key employee, or group of employees of STAR has any plans to terminate employment with STAR other than employees with plans to retire. STAR has complied in all material respects with all laws relating to the employment of labor, including provisions thereof relating to wages, hours and equal opportunity, and it does not have any material labor relations problems (including threatened or actual strikes or work stoppages or material grievances). (10) Neither STAR nor any of its Subsidiaries is a party to any collective bargaining agreement.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who are employed by and the Company or any Subsidiary Subsidiaries shall continue in their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefit programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the effectiveness of the Company's and each Subsidiary's benefit plans. Each continuing employee shall be given credit, for purposes of any service requirements for participation or vesting, for his or her period of service with the Company credited under a similar benefit plan or program prior to the Closing Date. During the Pre-Closing Period Parent and the Company may agree that the Company take all necessary corporate action to terminate its 401(k) plan (the "401(k) Plan") effective as of the date immediately prior to the Effective Time Closing Date, but contingent on the Closing. If Parent and the Company have so agreed, Parent shall receive from the Company evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) Plan (the “Continuing Employees”): (i) base salary or hourly wage rates (form and substance of which resolutions shall be subject to review and approval of Parent), effective as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on of the date of this Agreement immediately preceding the Closing Date. With respect to all stock purchase, stock option and stock award agreements (provided that Parent including any restricted stock, stock purchase, stock option or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to stock award agreement under the Company Employee Plans which have been provided Stock Plan) between the Company and any current or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11former employee, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) director, consultant or founder effective as of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, any and all rights of repurchase and rights of first refusal under each such agreement shall be assigned to Parent will, (or will cause to such other entity as Parent shall designate) by virtue of the Surviving Corporation to, recognize all service of such Continuing Employee with Merger and without any further action on the Company or a Subsidiary part of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause assignment to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after effective as of the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until For a period of two (2) years after the Effective Time, Acquiror shall cause the Surviving Corporation to provide employee benefits under plans, programs and arrangements, which, in the aggregate, will provide benefits to the employees of the Company and the Company Subsidiaries which are no less favorable, in the aggregate, than those provided pursuant to the plans, programs and arrangements of the Company in effect and disclosed to Acquiror on the date hereof; provided, however, that nothing herein shall interfere with the Surviving Corporation's right or obligation to make such changes to such plans, programs or arrangements as are necessary to conform with applicable law; provided, further, however, that with respect to any such plan, program or arrangement that provides for the issuance of the Company's Common Stock, or options or securities exercisable or convertible into the Company's Common Stock, the Surviving Corporation shall be required to adopt equity compensation programs providing for the issuance of common stock of Acquiror to such employees. (b) In furtherance of the provisions of Section 7.9(a), Acquiror shall cause the Surviving Corporation to provide to those executives listed on Schedule 7.9 hereto with the employee benefits provided to each such executive on the date hereof and for the time period set forth in the Company's employment and/or severance agreements with such executives as set forth on Schedule 7.9 hereto; provided, however, that notwithstanding the foregoing, to the extent that any contributions under a qualified retirement plan would be prohibited by applicable law, Acquiror shall cause the Surviving Corporation to make cash payments from time to time to such executives equal to the value of such contributions which can not be so made under applicable law, as and when such contributions would have been made as noted on Schedule 7.9. The employee benefits provided to such executives on the date hereof under the Company's employment and/or severance agreements with such executives are detailed on Schedule 7.9 hereto. (c) Acquiror acknowledges and agrees that prior to the Effective Time, the Company will take all such actions as may be necessary to cause (i) all participants to become fully vested in their benefits under the Company's 401(k) Plan, and (ii) employer contributions to be made with respect to periods prior to the Effective Time to the Company's 401(k) Plan to the extent that such contributions would be made if the participants were employed by the Company on the last day of the calendar year in which the Closing occurs. Acquiror will allow employees of PCI to continue to participate in the Company's 401(k) Plan at least until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To On or prior to the extent permitted Effective Time, the Company shall pay a pro-rated portion of the annual bonuses and gainshare that would have otherwise been payable to the eligible employees of the Company after the end of the year, such bonuses and gainshare to be consistent with the Company's 1997 Management and Professional Bonus Plan and the Company's Gainshare Program, with past practice, and the estimates contained in Schedule 7.9(d). (e) Acquiror agrees that it will not allow the Surviving Corporation to amend or terminate the Xxxxxx Wireless, Inc. Change of Control Severance Program for a period of one (1) year after the Effective Time. (f) Prior to Closing, the Company shall make, or shall make accruals on its financial statements for, all payments required to be made by the Company under the terms of any Benefit Plan or by any law applicable Parent Planto any Benefit Plan with respect to all periods through the Closing Date. (g) On or prior to the Effective Time, Parent will waivethe Company shall take, or cause to be waivedtaken, any such actions as are reasonably necessary to: (i) cause the Company to adopt the PCI plans providing medical, dental, vision, prescription drug, flexible spending account, pre-existing condition limitationtax premium contribution, exclusionstravel accident, actively-at-work requirements accidental death and waiting periods dismemberment, long term disability, and life insurance benefits for the benefit of Company employees; (ii) add the Company as a contractholder under any Parent Plan insurance contracts providing insurance coverage, and administrative contracts relating to, for one or more of the benefits listed in which the Continuing Employees immediately preceding paragraph (i) above as well as workers compensation liability coverage and their eligible dependents) will be eligible provide that such contracts continue as to participate from and the Company after the Effective Time, except ; (iii) substitute the Company for PCI as the party to the extent that such pre-existing condition limitationXxxxxx Communications Health Care Expense Fund which is a Code Section 501(c)(9) trust used to fund certain of the benefits listed in paragraph (i) above and any other trust or account which is used with respect to flexible spending accounts or pre- tax premium contributions for Company employees; and (iv) except as provided in Section 7.9(c) hereof, exclusionscease participation and coverage in the Company plans, actively-at work requirements trusts and waiting periods would have been applicable under the comparable insurance contracts referred to in paragraphs (i) through (iii) above with respect to all individuals who are not Company Employee Plan immediately prior to employees as of the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until Parent shall take such reasonable actions as are necessary to allow all employees of Pihana, i-STT and their respective subsidiaries after the end Effective Time (“Continuing Employees”) to participate in the health, welfare and other benefit programs of Parent or alternative benefits programs in the calendar year aggregate that are substantially equivalent to those applicable to employees of Parent in which similar functions and positions on similar terms, provided that employees in countries outside the Closing occursUnited States shall participate in benefit programs that are substantially equivalent to those applicable to employees of Parent in the same country. (b) From and after the Effective Time, Parent shall or shall cause its Subsidiaries take such reasonable actions as are necessary to provide grant each employee (“Transferred Participants”) of Pihana, i-STT and their respective subsidiaries credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Pihana or i-STT or their respective subsidiaries (as the Company who are employed by the Company or any Subsidiary of the Company immediately case may be) prior to the Effective Time (the “Continuing Employees”): for (i) base salary or hourly wage rates (as applicable) eligibility and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) vesting purposes and (ii) welfare for purposes of vacation accrual after the Effective Time as if such service with Pihana or i-STT or their respective subsidiaries was service with Parent. Parent and retirement benefits Pihana or i-STT or their respective subsidiaries agree that are where applicable with respect to any medical or dental benefit plan of Parent, Parent shall waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no less favorable such waiver shall apply to a pre-existing condition of any Transferred Participant who was, as of the Effective Time, excluded from participation in the aggregate than those in effect for a plan by virtue of such Continuing Employees immediately pre-existing condition) and provided that any covered expenses incurred on or before the Effective Time pursuant to the Company Employee Plans which have been provided by an employee or made available to the Parent. (b) If the Companyan employee’s 401(k) plan is terminated prior to covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent to participate in the extent permitted by the applicable Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To By giving Pihana written notice not less than three business days prior to the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective TimeClosing Date, Parent will, or will cause may request that Pihana take all necessary corporate action to terminate its 401(k) plan (the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary “401(k) Plan”) effective as of the Company, as the case may be, date immediately prior to the extent recognized by Closing Date, but contingent on the Company or a Subsidiary Closing. If Parent provides such notice to Pihana, Parent shall receive from Pihana evidence that Pihana’s board of directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of date immediately preceding the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Date. (d) To Pihana and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent shall receive from Pihana evidence that the extent permitted plans, programs or arrangements of Pihana and, as applicable, each ERISA Affiliate have been terminated pursuant to resolutions adopted by of each such entity’s board of directors (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (e) With respect to all stock purchase, stock option and stock award agreements (including any restricted stock, stock purchase, stock option or stock award agreement under the applicable Parent Pihana Stock Plan) between Pihana or i-STT and any of their current or former employees, Parent will waivedirectors, consultants or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after founders effective as of the Effective Time, except any and all rights of repurchase under each such agreement shall be assigned to Parent (or to such other entity as Parent shall designate) by virtue of the extent that Combination and without any further action on the part of Pihana, such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior assignment to be effective as of the Effective Time. “. (f) Parent Plans” means all “employee and i-STT will mutually determine which i-STT Plans (excluding those plans administered by STT Communications or for the benefit plans,” as defined in Section 3(3) of ERISAits or its affiliates’ employees), if any, will be maintained in by Parent following the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Closing.

Employee Benefits Matters. (a) Until Parent hereby agrees that, for a period of one year after the end of the calendar year in which the Closing occursEffective Time, Parent shall it shall, or it shall cause the Surviving Corporation and its Subsidiaries to to, (i) provide to employees each employee of the Company who are employed by and the Company or any Subsidiary Subsidiaries as of the Company Effective Time (each, an “Employee”), with (x) base salary and incentive compensation opportunities (other than equity-based compensation) that are substantially comparable in the aggregate to those provided to such Employees immediately prior to the Effective Time, and (y) employee benefits (other than equity-based compensation) that are substantially comparable in the aggregate to those provided to such Employees immediately prior to the Effective Time (under the “Continuing Employees”): Plans listed on Section 3.11(a) of the Company Disclosure Schedule, taking into account changes pursuant to Section 5.01(g). Nothing herein shall be deemed to be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to terminate any Employee. Notwithstanding the foregoing, nothing contained herein, whether express or implied, (i) base salary shall be treated as an amendment or hourly wage rates other modification of any Employee Plan, or (as applicableii) and incentive compensation opportunities in an amount that is no less favorable than shall limit the base salary or hourly wage rates and incentive compensation opportunities as in effect on right of the date of this Agreement (provided that Parent Surviving Corporation or any Subsidiary of Parent may its Subsidiaries to amend, terminate or otherwise modify any Continuing Employee during such period Plan following the Closing Date. Parent, Merger Co and the Company acknowledge and agree that all provisions contained in this Section 6.06 with respect to Employees are included for the sole benefit of Parent, Merger Co and the Company, and that nothing herein, whether express or implied, shall create any reasonthird party beneficiary or other rights (i) in any other Person, including, but not limited towithout limitation, a termination without cause) and any Employees, former Employees, any participant in any Employee Plan, or any dependent or beneficiary thereof, or (ii) welfare and retirement benefits that are no less favorable to continued employment with Parent, the Surviving Corporation, or any of their respective Affiliates or continued participation in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company any Employee Plans which have been provided or made available to the ParentPlan. (b) If Employees shall receive credit for their services with the Company’s 401(kCompany and any of its Subsidiaries (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) plan is terminated prior to under any employee benefit plan, program or arrangement established or maintained by Parent, the Effective Time pursuant to Section 6.11, at the Effective Time Surviving Corporation or any of their respective subsidiaries under which each Continuing Employee will may be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan on or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, Time to the same extent recognized by the Company or a Subsidiary any of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions Subsidiaries under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan Plans immediately prior to the Effective Time. “Parent Plans” means all “employee ; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) With respect to the welfare benefit plans,” as defined , programs and arrangements maintained, sponsored or contributed to by Parent or the Surviving Corporation (“Purchaser Welfare Benefit Plans”) in Section 3(3) of ERISA, maintained which an active Employee may become eligible to participate in the United States one-year period following the Effective Time, Parent shall (i) waive, or use reasonable best efforts to cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each active Employee under any Purchaser Welfare Benefit Plan to the locations at same extent waived under a comparable Plan and (ii) use reasonable best efforts to cause any eligible expenses incurred by any Employee and his or her covered dependents under comparable Plans during the plan year in which such individuals move to a comparable Purchaser Welfare Benefit Plan to be taken into account under the Continuing Employees are employed (Purchaser Welfare Benefit Plans for purposes of satisfying all of 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 above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Purchaser Welfare Benefit Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries Prior to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of Shareholders and/or the Company (including its Subsidiaries), as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Companyappropriate, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes shall take (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waivedtaken) all actions reasonably determined by Purchaser to be necessary or appropriate to (i) terminate, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan effective immediately prior to the Effective Time, any Company Plans or the Company’s (or any Company Subsidiary’s) participation in and liability for benefits under such plans which will not be retained by Purchaser, (ii) amend any Company Plans intended to be retained by Purchaser, or (iii) 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. Without limiting the foregoing, the Sellers agree to take the following actions that are intended to cause an entity that is neither the Company nor, immediately after the Effective Time, an ERISA Affiliate of the Company to assume, retain, or otherwise accept responsibility for the following benefit plans or programs (the “Parent Plans” means all Retained Benefit Obligations”): (1) To transfer sponsorship of the Marquette Financial Companies Pension Account Plan (the “employee benefit plans,” as defined Pension Plan”) prior to the Effective Time to an entity that is neither the Company nor, immediately after the Effective Time, an ERISA Affiliate of the Company, and to include in Section 3(3such transfer documentation provisions reasonably acceptable to Purchaser indemnifying the Company and its ERISA Affiliates (determined immediately after the Effective Time) of ERISA, maintained in the United States and their respective successors) from any Liability with respect to the locations at which Pension Plan; (2) To take all actions necessary or appropriate to transfer to an entity that will not be an Affiliate of the Company immediately following the Merger all right, title, and interest in and to each of those key man life insurance policies identified in Section 6.11(a)(2) of the Sellers Disclosure Letter (the “Key Man Policies”), as well as those deferred compensation agreements and obligations associated with such key man life insurance policies, in exchange for a cash payment to the Company equal to the net book value (defined as cash surrender value less deferred compensation obligations) of the Key Man Policies, and to absolve, relieve and indemnify the Company and its Subsidiaries (and respective successors) from any Liability with respect to the Key Man Policies and related deferred compensation agreements; (3) To take all actions necessary or appropriate to (i) transfer to an entity that will not be an Affiliate of the Company immediately following the Merger the Company deferred compensation plan effective as of July 1, 1996 and the trust established in connection with such deferred compensation plan, (ii) require such transferee entity to administer the plan and the trust following transfer in accordance with their respective terms and Applicable Law and (iii) absolve, relieve and indemnify the Company and its Subsidiaries (and respective successors) from any Liability with respect to such trust and such deferred compensation plan; and (4) To take all actions necessary or appropriate to absolve, relieve and indemnify the Company and its Subsidiaries (and respective successors) from any Liability with respect to post-retirement medical coverage. (b) The Company and its Subsidiaries agree to 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) Where applicable and except to the extent that it would result in duplication of benefits, each Continuing Employee will receive full credit for service with the Company and/or its Subsidiaries for purposes of determining eligibility to participate and vesting under each employee benefit plan, program, policy or arrangement to be provided by Purchaser to such Continuing Employees are employed to the same extent such service was recognized under the applicable benefit plan immediately preceding the Effective Time. Purchaser shall provide, or cause to be provided, severance in accordance with Schedule C (all such schedule to include (i) terms requiring the terminated employee to agree to non-solicitation and non-disclosure covenants and (ii) such other terms as Purchaser may reasonably determine) to each Continuing Employee whose employment is terminated by Purchaser or any of its Subsidiaries without “cause” (within the meaning set forth in Schedule C) within twelve (12) months after the Closing Date, is subject to the execution, delivery and non-revocation of a release of claims in favor of Purchaser and the Affiliates of Purchaser. (d) Nothing in this Agreement, express or implied, shall create any right of an employee of the above being hereinafter individually Company or collectively referred any of its Subsidiaries who remains in the employment of Purchaser or any of its Subsidiaries following the Effective Time (a “Continuing Employee”) to employment or continued employment for any specified period, of any nature or kind whatsoever, with Purchaser or any of its Subsidiaries or create any third- party beneficiary rights in any current or former employee, officer, director or independent contractor of Purchaser, the Company or their respective Subsidiaries in respect of employment or any other matter. Nothing in this Agreement is intended to be, or shall be construed as, an amendment to any employee benefit plan, program, arrangement, policy or agreement. (e) To the extent permitted by Applicable Law and the terms of the applicable plan or arrangement, Purchaser shall amend any defined contribution plan sponsored by Purchaser, as “Parent Plan” necessary, so that any Continuing Employee with an outstanding participant loan under the defined contribution plan sponsored by the Company or “Parent Plans,” respectively)an ERISA Affiliate shall have the opportunity to elect an in-kind rollover of the participant loan to Purchaser’s plan, provided that such loan is determined to be in compliance with ERISA and the Code.

Employee Benefits Matters. (a) Until From and after the end of the calendar year in which the Closing occursEffective Time, Parent shall or shall cause its Subsidiaries the Surviving Corporations and their subsidiaries to provide to employees honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company who are employed by the Company or any Subsidiary of the Company Greyhound, Iris and their respective subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of Greyhound, Iris or their respective subsidiaries. Employees of Greyhound, Iris and their respective subsidiaries shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by Parent, the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent Surviving Corporations or any Subsidiary of Parent may terminate any Continuing Employee during such period their respective subsidiaries for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided service accrued or made available to the Parent. (b) If the Company’s 401(k) plan is terminated deemed accrued prior to the Effective Time pursuant with Greyhound, Iris or their respective subsidiaries; provided, however, that such crediting of service shall not operate to Section 6.11duplicate any benefit or the funding of any such benefit. In addition, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any limitations on benefits relating to any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods conditions to the same extent such limitations are waived under any Parent Plan comparable plan of Greyhound, Iris or their respective subsidiaries and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of Greyhound, Iris and their respective subsidiaries in the calendar year in which the Continuing Employees Effective Time occurs. (b) Notwithstanding anything to the contrary contained in this Agreement, no provision under this Agreement, whether express or implied, shall (i) constitute or create an employment agreement with any employee of Parent, the Surviving Corporations or any of their Affiliates, (ii) be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement or (iii) alter or limit Parent’s, the Surviving Corporations’ or any of their Affiliates’ ability to amend, modify or terminate any benefit plan, program, agreement or arrangement. Parent, Greyhound and Iris acknowledge and agree that all provisions contained in this Agreement with respect to the employees of Greyhound, Iris or any of their Affiliates are included for the sole benefit of the Parent, Greyhound, Iris and their eligible dependentsrespective Affiliates, and that nothing in this Agreement, whether express or implied, shall create any third-party beneficiary or other rights (i) will be eligible in any other person, including, any current or former employee, any participant in any existing benefit plan or arrangement of the Parent, Greyhound, Iris or their respective Affiliates or any dependent or beneficiary thereof or (ii) to participate from and after continued employment with the Effective TimeParent, except to the extent that such pre-existing condition limitationGreyhound, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately Iris or any of their respective Affiliates. (c) Unless Parent directs otherwise in writing no less than five (5) Business Days prior to the Effective Time. “Parent Plans” means all “, each of Iris and Greyhound shall amend their employee benefit plans,” as defined in plans that are qualified under Section 3(3401(a) of ERISAthe Code and that contain a Code Section 401(k) cash or deferred arrangement (each, maintained a “401(k) Plan”) in accordance with the provisions of this Section 6.04(c), which amendments may be conditioned on the consummation of the transactions contemplated by this Agreement. Prior to the Initial Effective Time, Iris shall take all actions necessary or desirable to terminate its 401(k) Plan (the “Iris 401(k) Plan”), effective not later than the day immediately preceding the Initial Effective Time, and to amend the Iris 401(k) Plan to allow for participants thereunder to rollover loans under the Iris 401(k) Plan to an eligible retirement plan that permits such rollovers. Prior to the Effective Time, Greyhound shall take all actions necessary or desirable to amend its 401(k) Plan (the “Greyhound 401(k) Plan”) to accept the rollover of loans from the Iris 401(k) Plan and to transfer sponsorship of the Greyhound 401(k) to Parent, effective as of the Effective Time, and Parent shall take all actions necessary or desirable to assume the sponsorship of Greyhound’s 401(k) Plan, effective as of the Effective Time. Not later than three (3) Business Days prior to taking such actions as required by the foregoing provisions of this Section 6.04(c), each of Iris, Greyhound and Parent shall provide to the other parties for their information and review copies of all board resolutions, amendments and other documentation required to take such actions, as well as all correspondence Iris and Greyhound intend to send to the participants in the United States with respect relevant 401(k) Plan regarding such actions. Each of Iris, Greyhound and Parent shall reasonably and promptly, but in no event later than one (1) Business Day prior to the locations at which Effective Time or the Continuing Employees are employed (Initial Effective Time, as applicable, provide the other parties with evidence reasonably acceptable to the parties not taking the required action that each 401(k) Plan has been amended as contemplated under this Section 6.04(c). Parent shall work with both Iris and Greyhound reasonably and in good faith to effect all required or desirable 401(k) Plan amendments as contemplated by this Section 6.04(c) and to provide timely notice thereof to the affected employees by means of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)correspondence reviewed by Parent.

Employee Benefits Matters. (a) Until From and after the end of Merger Effective Time, Parent shall honor and shall cause the calendar year Surviving Corporation to honor, in which accordance with their terms as in effect at the Closing occursMerger Effective Time, all Company Plans, compensation arrangements and agreements, and employment, severance and termination plans and agreements that are not required to be terminated hereby or otherwise terminated prior to or at the Merger Effective Time. Parent shall or shall cause its Subsidiaries the Surviving Corporation to provide assume responsibility for offering health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 to employees any “M&A qualified beneficiary” (with the meaning of Treas. Reg. § 54.4980B-9) in connection with the Company who are employed transactions contemplated by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentaccordance with Treas. Reg. § 54.4980B-9. (b) If the Company’s The Company shall terminate or cause to be terminated each Company Plan that is a profit sharing plan or with a cash or deferred arrangement subject to Section 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k(or 401(m)) of the Code a day immediately prior to the date of the Merger Effective Time. At the written direction of Parent, which shall be given in accordance with this Agreement no less than five (5) business days prior to the “Parent 401(k) Plan”)Merger Effective Time, the Company shall terminate or cause to be terminated each other Company Plan immediately prior to the Merger Effective Time. Parent The Company shall take all steps reasonably such actions necessary to permit each Continuing Employee who has an outstanding loan under carry out the Company’s 401(kforegoing including, without limitation, the adoption of resolutions, the adoption of amendments and notification of any carriers or vendors. No more than five (5) plan business days prior to roll over the Merger Effective Time, Parent may request Company to produce any such loan into an account under documentation or drafts thereof that Parent deems necessary to effect the Parent 401(k) Planprovisions of this Section 8.04(b). (c) To With respect to any Company Employees eligible to receive an annual bonus, whether pursuant to any Company Plan and/or any applicable employment agreement (the extent that any Continuing “Employment Agreements”) (the “Affected Employees”), the Company may pay an annual bonus in respect of the Company’s 2009 fiscal year in an amount equal to the full amount each such Affected Employee becomes a participant in any Parent Plan or other material benefit arrangements after was eligible to receive under such arrangements, notwithstanding anything contained herein to the contrary, prior to the Merger Effective Time (collectively, the “2009 Bonus Payments”). If the Company shall have not paid the 2009 Bonus Payments prior to the Merger Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with to pay the Company or a Subsidiary of 2009 Bonus Payments upon the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Merger Effective Time. (d) To Prior to the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Merger Effective Time, except to the extent 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 such pre-existing condition limitation, exclusions, actively-at work requirements 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 waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. rules and regulations thereunder (“Parent Plans” means all “employee benefit plans,” as defined in Section 3(316”) of ERISA, maintained in shares of Company Common Stock or Company Stock Options to acquire shares of Company Common Stock (or shares of Company Common Stock acquired upon the United States with respect vesting of any Company Stock Awards) pursuant to this Agreement and the locations at which the Continuing Employees are employed (all Merger shall be an exempt transaction for purposes of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Section 16.

Employee Benefits Matters. (a) Until Subject to the end requirements of third parties and laws associated with existing Company employee benefit plans and further subject to determination of any and all obligations relating to existing Company benefit plans on the Closing Date, all employees of the calendar year Company shall continue in which their existing benefit plans, except for the Closing occursCompany’s satisfaction of its obligations under any existing incentive plans and the Special Bonus Plan as noted in Section 3.11 of the Company Disclosure Schedule, until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent or Merger Sub for its and its Affiliates’ employees in the United States. Parent and Merger Sub shall take such reasonable actions, to the extent permitted by Parent’s and Merger Sub’s benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefits programs of Parent or shall cause its Subsidiaries Merger Sub or alternative benefits programs in the aggregate that are substantially equivalent to provide those applicable to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to Closing in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Effective Time (effectiveness of and be solely responsible for the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentCompany’s benefit plans. (b) If At Closing, Parent will enter into employment agreements or the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11Company will amend existing employment agreements (in either case, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (collectively, the “Parent 401(kEmployment Agreements,” and, individually, an “Employment Agreement”) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under with the Company’s 401(kindividuals set forth on Schedule 7.05(b) plan to roll over such loan into an account under the Parent 401(k) Planhereto. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective TimeAt Closing, Parent willwill enter into non-solicitation and non-competition agreements (collectively, or will cause the Surviving Corporation to“Non-Solicitation Agreements”, recognize all service of such Continuing Employee and, individually, a “Non-Solicitation Agreement”) with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Companyindividuals set forth on Schedule 7.05(c) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)hereto. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company shall take all necessary actions to obtain the requisite Member approval under Section 280G(b)(5) of the Code of any payments or benefits that could be considered “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “disqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the extent that such pre-existing condition limitation, exclusions, actively-at work stockholder approval requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in of Section 3(3280G(b)(5) of ERISAthe Code, maintained as contemplated in the United States Proposed Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its Members approve any such excess parachute payments, neither Parent nor the Surviving Corporation shall have any responsibility or liability with respect to any excise taxes owed by the locations at which the Continuing Employees are employed (all recipients of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).any such payments. 52

Employee Benefits Matters. (a) Until From and after the end Effective Time and until December 31 of the calendar year in which the Closing Effective Time occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities its Subsidiaries shall be offered participation in an amount that is no less favorable than the base salary or hourly wage rates employee benefit plans, programs, policies and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits arrangements that are no less favorable in the aggregate than to those provided under the applicable employee benefit plans (as defined in Section 3(3) of ERISA (excluding plans exempt under Section 201(2) of ERISA)), programs, policies and arrangements of the Company and its Subsidiaries in effect for such Continuing Employees immediately before at the Effective Time (collectively, "Current Plans"); provided, however, that nothing contained in this Section 6.06(a) shall (i) obligate or commit Parent or its subsidiaries to continue any particular Current Plan after the Effective Time or to maintain in effect any particular Current Plan or any level or type of benefits, (ii) obligate or commit Parent or its subsidiaries to provide any employee of the Company or any Subsidiary with any equity compensation pursuant to any equity compensation plans, programs or arrangements sponsored or provided by Parent or any of its subsidiaries or affiliates for the Company Employee Plans which have been provided benefit of its employees, or made available (iii) prohibit Parent or its subsidiaries from making any changes to the Parentany Current Plans. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Company and the Subsidiaries to, credit each employee of the Company and the Subsidiaries as of the Effective Time with such number of unused vacation days and other paid time off accrued by each employee with the Company and the Subsidiaries prior to the Effective Time in accordance with the Company's personnel policies applicable to such employees on the date hereof, copies of which have been made available to Parent; provided that Parent may, in its sole discretion and to the extent permitted by applicable law, require that such vacation and other paid time off be taken by the employee prior to December 31, 2006. (c) Employees of the Company and its Subsidiaries shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals under any defined benefit pension plan) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation to, recognize all or any of its affiliates for service of such Continuing Employee accrued prior to the Effective Time with the Company or a any Subsidiary of under which each employee may be eligible to participate on or after the Company, as the case may be, Effective Time to the same extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan plans immediately prior to the Effective Time. “Parent Plans” means all “employee ; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (d) With respect to the welfare benefit plans,” as defined , programs and arrangements maintained, sponsored or contributed to by Parent or its subsidiaries ("Parent Welfare Benefit Plans") in Section 3(3which an employee of the Company and the Subsidiaries may be eligible to participate on or after the Effective Time, Parent shall waive, or cause its insurance carrier to waive, any limitations on benefits relating to pre-existing conditions (if any) of ERISA, maintained in the United States with respect to participation and coverage requirements applicable to employees of the locations at Company and its Subsidiaries under Parent Welfare Benefit Plans to the same extent such limitations are waived under any comparable plan of Parent or its subsidiaries and shall 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 calendar year in which the Continuing Employees Effective Time occurs. (e) Parent and the Company acknowledge and agree that any awards achieved under or otherwise owed pursuant to the 2005 Standard Bonus Plan shall remain payable in accordance with the terms of such 2005 Standard Bonus Plan as such terms are employed (all set forth in Section 6.06(e) of the above being hereinafter individually or collectively referred Company Disclosure Schedule. (f) Parent and the Company acknowledge and agree that the Transactions shall be considered to as “Parent Plan” or “Parent Plans,” respectivelybe a change in control for purposes of those change in control agreements listed on Schedule 6.06(f).

Employee Benefits Matters. (ai) Until Prior to the end Closing Date, SFX shall make an offer of employment to all persons who provide services to the Seller in the operation of the calendar year Theater, whether as a common-law employee, leased-employee or otherwise, including, without limitation, all individuals in active service, on short term disability or on leave of absence as of the Closing Date (each a "Transferred Individual"). (ii) In the event that there are no active employees of Seller or its Affiliates (other than active employees who will become employees of SFX) participating in the 401(k) plan in which the Seller is a participating employer (the "401(k) Plan") on the Closing occursDate, Parent then SFX shall assume all assets and liabilities under the 401(k) Plan and Seller and SFX shall take all action as may be necessary or appropriate to establish SFX as the successor as to all rights, duties, assets and liabilities under, or with respect to, the 401(k) Plan; provided however, that notwithstanding the foregoing, SFX may, in its sole discretion, continue, terminate or merge the 401(k) Plan in accordance with applicable law. In the event that there are active employees of Seller or its Affiliates (other than active employees who will become employees of SFX) participating in the 401(k) Plan on the Closing Date, then immediately prior to, and subject to, the Closing, Seller shall cause its Subsidiaries to provide to a "spin-off" of the assets and liabilities of the 401(k) Plan resulting in the division of the 401(k) Plan into two separate, identical, component plans and trusts, in accordance with applicable law (including, without limitation, Section 414(l) of the Code), covering, respectively (i) the employees of the Company Seller and its Affiliates who are employed by the Company or any Subsidiary will become employees of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonSFX, including, but not limited to, a termination without cause) Transferred Individuals and (ii) welfare all other employees of Seller and retirement benefits that are no less favorable in its Affiliates. Seller shall draft the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant appropriate documents and use its best efforts to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably actions necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by possible to effectuate the Company or a Subsidiary intent of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the planthis Section 12(b)(ii). (diii) To On and after the extent permitted Closing Date, SFX shall provide all Transferred Individuals (and their dependents) with health coverage under health plan(s) maintained or established by SFX or its Affiliates that is similar to the applicable Parent Plan, Parent will waive, health coverage SFX or its Affiliates provide to its employees of similar status on the Closing Date (the "SFX Health Plans"). SFX shall cause the SFX Health Plans: (A) to be waived, waive any pre-existing condition limitation, exclusions, actively-at-work requirements evidence of insurability provisions and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and exclusions would have then applied or waiting periods would have been applicable were not satisfied under the comparable Company Employee Plan immediately SFX Health Plans); and (B) to credit or otherwise consider any monies paid (or accrued) under the Seller Health Plans by the employees of the Seller prior to the Effective TimeClosing Date toward any deductibles, co-pays or other maximums under SFX Health Plans during the first plan year in which the Closing Date occurs. “Parent Plans” means SFX shall be responsible for satisfying any and all “employee benefit plans,” obligations under Section 601 et seq. of ERISA and Section 4980B of the Code to provide COBRA continuation coverage to all persons previously employed by the Seller in the operation of the Theater and their beneficiaries who experience a "qualifying event" (as defined in Section 3(3COBRA) of ERISAoccurring on, maintained in or after the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Closing Date.

Employee Benefits Matters. (a) Until Effective immediately preceding the end of Closing, the calendar year in which the Closing occurs, Parent shall or shall cause Company and its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may will terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the all Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code (the “Parent 401(k) PlanPlans”), and the Company will provide Parent with evidence that such plans have been terminated effective immediately prior to the Closing pursuant to resolutions satisfactory to Parent and duly adopted, at least five (5) days prior to the Closing, by the board of directors of the Company or its Subsidiary, as applicable, or other duly-designated authority. In addition, at the request of Parent, the Company will terminate any one or more Welfare Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective as of the date specified by Parent, and at the request of Parent, the Company will provide Parent with evidence that such Welfare Plans have been so terminated pursuant to resolutions duly adopted by the board of directors of the Company or other duly-designated authority. The Company shall take such other actions in furtherance of terminating such Company Plans as Parent may reasonably require. (b) The Company shall obtain and deliver to Parent, prior to the initiation of the procedure described in Section 6.11(c), an excess parachute payment waiver, in a form reasonably acceptable to Parent, from each Person whom the Company reasonably believes is, with respect to the Company or any of its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the transactions contemplated hereby and whom the Company reasonably believes could otherwise receive or have the right or entitlement to receive a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from the Company or any of its Subsidiaries, or from Parent or any trade or business (whether or not incorporated) that is a member of a controlled group or that is under common control with Parent within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of the consummation of the transactions contemplated hereby (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the transactions contemplated hereby). By the execution of such waiver agreement, the Person executing such waiver shall agree to waive all steps reasonably necessary of his or her right and entitlement to permit each Continuing Employee who has receive (or, if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” that would cause the Person executing the waiver to receive an outstanding loan under “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless the Company’s 401(kstockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) plan to roll over such loan into an account under of the Parent 401(k) PlanCode. (c) To The Company shall submit the extent payments that are waived pursuant to the waiver agreements described in Section 6.11(b) to its stockholders and the holders of the voting power of any Continuing Employee becomes a participant entity stockholder for their approval in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize accordance with all service applicable requirements of such Continuing Employee with the Company or a Subsidiary Section 280G(b)(5)(B) of the CompanyCode and the Treasury Regulations thereunder, as the case may be, to the extent recognized by the Company or a Subsidiary including Q-7 of the Company (as well as service with any predecessor employer Section 1.280G-1 of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Treasury Regulations. (d) To Prior to the extent permitted under Closing, each of the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (Significant Stockholders and their eligible dependents) will be eligible to participate from respective Affiliates and after each of the Effective Timeofficers, except directors, employees and Affiliates of the Company and each of its Subsidiaries shall repay in full, in accordance with their terms, all debts and other obligations, if any, owed to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) or any of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)its Subsidiaries.

Employee Benefits Matters. (a) Until All Company and each Subsidiary's employees shall continue on their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Merger Sub for its and its affiliates' employees in the end of United States. Parent shall provide the calendar year Company's and Subsidiaries' employees with health, welfare and other employee benefits that in which the Closing occursaggregate are substantially equivalent to those provided to Parent's employees in similar functions and positions. Pending such action, Parent shall or shall cause its Subsidiaries to provide to employees maintain the effectiveness of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) Company's and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentSubsidiaries' benefit plans. (b) If Simultaneously with the Company’s 401(kexecution of this Agreement, Parent has entered into employment agreements (collectively, the "Employment Agreements", --------------------- and individually, an "Employment Agreement") plan is terminated prior to with the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(kindividuals set forth on -------------------- Schedule 6.04(b) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Planhereto. (c) To Simultaneously with the extent that execution of this Agreement, Parent has entered into option assumption agreements (collectively, the "Option Assumption ----------------- Agreements", and individually, an "Option Assumption Agreement") with holders of ---------- --------------------------- Company Options set forth on Schedule 6.04(b) hereto, which Option Assumption Agreements shall provide for the waiver of any Continuing Employee becomes a participant acceleration of vesting for certain options in any connection with the Merger, the restriction on sales of the Parent Plan or other material benefit arrangements after Common Stock issuable upon exercise of the assumed Company Options, and the payment of certain cash consideration. Prior to the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary shall take all reasonably best actions to ensure that all holders of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Options shall execute an Option Assumption Agreement. (d) To Prior to the extent permitted under the applicable Parent PlanEffective Date, Parent will waiveshall use reasonably best efforts to enter into non-disclosure and invention assignment agreements (collectively, or cause to be waivedthe "Invention Assignment Agreements", any pre-existing condition limitationand individually, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which an "Invention ------------------------------- --------- Assignment Agreement") with the Continuing Employees (and their eligible dependents) employees of the Company that will be eligible to participate from and after employees -------------------- of Parent following the Effective Time, except Date. (e) Prior to the extent Effective Date, the Company shall take all necessary actions to obtain the requisite stockholder approval under Section 280G(b)(5) of the Code of any payments or benefits that such pre-could be considered "excess parachute payments" within the meaning of Section 280G of the Code and shall require all "disqualified individuals" within the meaning of Section 280G of the Code to subject their existing condition limitationbenefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, exclusions, actively-at work requirements and waiting periods would have been applicable under as contemplated in the comparable Proposed Treasury Regulations promulgated thereunder. (f) The Company Employee Plan agrees to adopt resolutions to terminate its 401(k) plan immediately prior to Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plans by providing the Company with written notice of such election before the Effective Time. “Unless Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect provides such notice to the locations at Company, Parent shall receive from the Company evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) plan (the form and substance of which resolutions shall be subject to the Continuing Employees are employed (all review and approval of Parent), effective as of the above being hereinafter individually day immediately preceding the Closing Date. (g) The Company, and as applicable, its ERISA Affiliates, each agree to terminate any and all group severance, separation or collectively referred salary continuation plans, programs or arrangements immediately prior to Closing. Parent shall receive from the Company evidence that the plans, programs or arrangements of the Company, and as “Parent Plan” or “Parent Plans,” respectivelyapplicable, each ERISA Affiliate, have been terminated pursuant to resolutions of each such entity's Board of Directors (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the day immediately preceding the Closing Date, but contingent on the Closing.

Employee Benefits Matters. During the period commencing at the Effective Time and ending on December 31, 2006, Parent shall and shall cause the Company and the Subsidiaries to (a) Until maintain and honor, in accordance with their terms, all employment, severance and termination contracts and agreements between individual Company Employees, on the end of the calendar year in which the Closing occursone hand, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by and the Company or any Subsidiary of Subsidiary, on the Company other hand, as in effect immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary Time; provided, however, that nothing shall prevent Parent from terminating any such contract or hourly wage rates (as applicable) and incentive compensation opportunities in an amount agreement that is no less favorable than the base salary or hourly wage rates terminable in accordance with its terms, and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If provide current and former Company Employees and the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer directors of the Company or any Subsidiary with benefits which in the aggregate are substantially comparable to those currently provided to such employees (other than stock options or other plans involving the issuance of securities of Parent, the Company or any Subsidiary); provided, however, that employees covered by collective bargaining agreements need not be provided with such benefits and; provided, further, that nothing herein shall obligate Parent or the Company to the extent service with such predecessor employer is recognized by the provide a particular type of benefit. Company or such Subsidiary Employees shall receive credit for purposes of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing participation and subsequent plan years and vacation and severance accrual purposes vesting (but not for accrual purposes benefit accruals) under any defined employee benefit plan) in , program or arrangement established or maintained by Parent or any Parent Plan of its subsidiaries for service accrued or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except deemed accrued prior to the extent Effective Time with the Company or any Subsidiary; provided, however, that such crediting of service credit would result in a duplication shall not operate to duplicate any benefit or the funding of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Planbenefit. In addition, Parent will shall waive, or cause to be waived, any limitations on benefits relating to any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods conditions to the same extent such limitations are waived under any comparable plan of Parent Plan or its subsidiaries and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company and the Subsidiaries in the calendar year in which the Continuing Employees (and their eligible dependents) will be eligible Effective Time occurs. Nothing in this Section 6.03 is intended to participate from and restrict or prohibit Parent, the Company or any Subsidiary after the Effective TimeTime from amending, except modifying or terminating any Plan, to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable permitted under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) terms of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent such Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end Except as otherwise provided in Section 6.12(b), effective as of the calendar year in which Closing Date Parent and Company shall take all such actions as are necessary to cause Company to withdraw from the Parent sponsored Employee Benefit Plans that Company adopted, as a participating employer, for the benefit of its employees on the Contribution Date. As of the Closing occursDate, Parent shall or shall cause its Subsidiaries 401(k) plan to be amended to provide that each person who is employed by Company on the Closing Date shall be fully vested with respect to employees all benefits accrued by such employee under such plan as of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentClosing Date. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) As of the Code Closing Date, Parent agrees to continue (i) to provide certain administrative services in respect of the “employees of Company as reasonably necessary for Company to conduct the ROI Business, which shall be limited to payroll services, record keeping services and claims processing services and (ii) to cover the employees of Company under the "welfare plans," within the meaning of Section 3(1) ERISA, that are sponsored by Parent 401(kand which provide for insurance coverage (whether or not self-insured), and to provide claims processing services in respect of such employees in both cases for the period ending on the last day of the month in which the 90th day after the Closing Date falls, or, in either case, until such earlier time as Company can assume responsibility for such insurance and administrative services in an orderly manner. Company agrees, within thirty (30) Plan”days after its receipt from Parent of a valid invoice with respect to such services, and within seven (7) Business Days of its verification thereof, to reimburse Parent for any and all of Parent's costs and all other expenses reasonably incurred in continuing to provide such insurance and administrative services, including, without limitation, insurance premiums, cost of direct claims reimbursement under any self-insured plans and a reasonable share of all other related administrative and other costs and expenses of any nature whatsoever. Company shall use all reasonable efforts to arrange for such insurance and administrative services as promptly as possible in order to avoid using Parent's services under this Section 6.12(b). ; and Parent shall take use all steps reasonably reasonable efforts to provide Company, as promptly as possible, with computer tapes, data or other payroll or other information necessary for Company to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over assume responsibility for such loan into an account under the Parent 401(k) Planinsurance and administrative services. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan On or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, prior to the extent recognized by the Closing Date, Company or a Subsidiary of the Company (shall offer employment, effective as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit planDate, to each individual listed on Schedule 6.12(c) in any at the same rate of salary or base hourly wage as paid by Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except its Affiliates immediately prior to the extent Closing Date. Each such service credit would result in individual who accepts employment with Company on or after the Closing Date shall be a duplication of benefits in any such plan or where such crediting is not permitted by the terms "Transferred Employee" for purposes of the plan)Contribution Agreement. (d) To Parent and Company agree to cooperate with each other in good faith in effectuating the extent permitted under the applicable Parent Planprovisions of this Section 6.12, Parent will waive, or cause and to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements furnish each other promptly with such information concerning employees and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” , arrangements or policies as defined in Section 3(3) of ERISA, maintained in is necessary and appropriate to carry out the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)terms hereof.

Employee Benefits Matters. (a) Until Parent hereby agrees that, for a period of twelve (12) months after the end of the calendar year in which the Closing occursEffective Time, Parent shall it shall, or it shall cause the Surviving Corporation and its Subsidiaries to provide to the employees of the Company and the Subsidiaries who are employed by the Company or any Subsidiary in employment as of the Company Effective Time (each, an “Employee”), with base salary, employee benefits and incentive compensation opportunities (other than equity-based compensation and change in control benefits) that are substantially comparable in the aggregate to those provided to the Employees immediately prior to the Effective Time Time, provided, however, subject to management’s discretion, and the board of directors’ reasonable business judgment based upon the results of operations of the Company that, it shall, or it shall cause the Surviving Corporation and its Subsidiaries to maintain the following plans without any decrease in contributions or benefits for a period of twenty-four (24) months after the Effective Time: the Sequa 401(k) Plan, Sequa Retirement Plan, Sequa Pension Plan, Sequa Supplemental Executive Retirement Plan I (“Continuing EmployeesSERP I”): ), Sequa Supplemental Executive Retirement Plan II (“SERP II”) and Sequa Supplemental Executive Retirement Plan III (“SERP III”). Nothing herein shall be deemed to be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to terminate any Employee, provided that no such termination of any Employee shall result in the loss to any such Employee of any accrued or vested rights or benefits under any Plan (subject to the terms and conditions of such Plan). Notwithstanding the foregoing, nothing contained herein, whether express or implied, (i) base salary shall be treated as an amendment or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date other modification of this Agreement (provided that Parent any Plan or any Subsidiary other compensation or employee benefit plan, program or arrangement, or (ii) shall limit the right of Parent may the Surviving Corporation or any of its Subsidiaries to amend, terminate or otherwise modify any Continuing Employee during Plan or any other compensation or employee benefit plan, program or arrangement following the Closing Date, subject to and in accordance with the terms and conditions of such period Plans. Parent, Merger Co and the Company acknowledge and agree that all provisions contained in this Section 6.06 with respect to Employees are included for the sole benefit of Parent, Merger Co and the Company, and that nothing herein, whether express or implied, shall create any reasonthird party beneficiary or other rights (i) in any other Person, including, but not limited towithout limitation, a termination without cause) and any Employees, former Employees, any participant in any Employee Plan, or any dependent or beneficiary thereof, or (ii) welfare and retirement benefits that are no less favorable to continued employment with Parent, the Surviving Corporation, or any of their respective Affiliates or continued participation in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company any Employee Plans which have been provided or made available to the ParentPlan. (b) If Employees shall receive credit for their services with the Company’s 401(kCompany and any of its Subsidiaries (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) plan is terminated prior to under any employee benefit plan, program or arrangement established or maintained by Parent, the Effective Time pursuant to Section 6.11, at the Effective Time Surviving Corporation or any of their respective subsidiaries under which each Continuing Employee will may be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan on or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, Time to the same extent recognized by the Company or a Subsidiary any of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions Subsidiaries under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan Plans immediately prior to the Effective Time. “Parent Plans” means all “employee ; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) With respect to the welfare benefit plans,” as defined , programs and arrangements maintained, sponsored or contributed to by Parent or the Surviving Corporation (“Purchaser Welfare Benefit Plans”) in Section 3(3) of ERISA, maintained which an active Employee may become eligible to participate in the United States one-year period following the Effective Time, Parent shall (i) waive, or use reasonable best efforts to cause its insurance carrier to waive, all limitations as to preexisting and at-work conditions, if any, with respect to participation and coverage requirements applicable to each active Employee under any Purchaser Welfare Benefit Plan to the locations at same extent waived under a comparable Plan and (ii) use reasonable best efforts to cause any eligible expenses incurred by any Employee and his or her covered dependents under comparable Plans during the plan year in which such individuals move to a comparable Purchaser Welfare Benefit Plan to be taken into account under the Continuing Employees are employed 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. (all d) For the avoidance of doubt, it is expressly agreed that the provisions of Section 9.06 shall apply to this Section 6.06. (e) Parent hereby agrees that, subject to management’s discretion, and the board of director’s reasonable business judgment based upon the results of operations of the above being hereinafter individually Company, for a period of twenty four (24) months after the Effective Time, that it shall, or collectively referred it shall cause the Surviving Corporation and its Subsidiaries to as continue to maintain and fund the Sequa Corporation Grantor Trust Agreement by and between Sequa Corporation and Wachovia Bank of Georgia, N.A. (the “Parent Plan” or “Parent Plans,” respectively)SERP Trust”) consistent in all material respects with the manner funded by the Company during the two years prior to the Effective Date.

Employee Benefits Matters. (a) Until From and after the end of Merger Effective Time, Parent shall honor and shall cause the calendar year Surviving Corporation to honor, in which accordance with their terms as in effect at the Closing occursMerger Effective Time, all Company Plans, compensation arrangements and agreements, and employment, severance and termination plans and agreements that are not required to be terminated hereby or otherwise terminated prior to or at the Merger Effective Time. Parent shall or shall cause its Subsidiaries the Surviving Corporation to provide assume responsibility for offering health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 to employees any “M&A qualified beneficiary” (with the meaning of Treas. Reg. § 54.4980B-9) in connection with the Company who are employed transactions contemplated by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentaccordance with Treas. Reg. § 54.4980B-9. (b) If the Company’s The Company shall terminate or cause to be terminated each Company Plan that is a profit sharing plan or with a cash or deferred arrangement subject to Section 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k(or 401(m)) of the Code a day immediately prior to the date of the Merger Effective Time. At the written direction of Parent, which shall be given in accordance with this Agreement no less than five (5) business days prior to the “Parent 401(k) Plan”)Merger Effective Time, the Company shall terminate or cause to be terminated each other Company Plan immediately prior to the Merger Effective Time. Parent The Company shall take all steps reasonably such actions necessary to permit each Continuing Employee who has an outstanding loan under carry out the Company’s 401(kforegoing including, without limitation, the adoption of resolutions, the adoption of amendments and notification of any carriers or vendors. No more than five (5) plan business days prior to roll over the Merger Effective Time, Parent may request Company to produce any such loan into an account under documentation or drafts thereof that Parent deems necessary to effect the Parent 401(k) Planprovisions of this Section 8.04(b). (c) To With respect to any Company Employees eligible to receive an annual bonus, whether pursuant to any Company Plan and/or any applicable employment agreement (the extent that any Continuing “Employment Agreements”) (the “Affected Employees”), the Company may pay an annual bonus in respect of the Company’s 2009 fiscal year in an amount equal to the full amount each such Affected Employee becomes a participant in any Parent Plan or other material benefit arrangements after was eligible to receive under such arrangements, notwithstanding anything contained herein to the contrary, prior to the Merger Effective Time (collectively, the “2009 Bonus Payments”). If the Company shall have not paid the 2009 Bonus Payments prior to the Merger Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with to pay the Company or a Subsidiary of 2009 Bonus Payments upon the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Merger Effective Time. (d) To Prior to the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Merger Effective Time, except to the extent 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 such pre-existing condition limitation, exclusions, actively-at work requirements 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 waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. rules and regulations thereunder (“Parent Plans” means all “employee benefit plans,” as defined in Section 3(316”) of ERISA, maintained in Table of Contents shares of Company Common Stock or Company Stock Options to acquire shares of Company Common Stock (or shares of Company Common Stock acquired upon the United States with respect vesting of any Company Stock Awards) pursuant to this Agreement and the locations at which the Continuing Employees are employed (all Merger shall be an exempt transaction for purposes of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Section 16.

Employee Benefits Matters. (a) Until __At and after the consummation of the Offer, Purchaser shall cause the Company and its subsidiaries to promptly pay or provide when due all compensation and benefits provided for pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans (including, without limitation, deferred compensation and change of control plans), programs and policies in existence as of the consummation of the Offer for any employee (and/or former employee) and director (and/or former director) of the Company and its subsidiaries; provided, however, that this Section 7.8(a) shall not preclude Purchaser from amending or terminating any such plans, arrangements, programs or policies after the consummation of the Offer. Purchaser and the Company agree that the Company 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) Purchaser shall cause the Company, for the period commencing upon the consummation of the Offer and ending on the end of the calendar year following the year in which the Closing occursconsummation of the Offer occurs (the "Continuation Period"), Parent shall or shall cause its Subsidiaries to provide to employee benefits under plans, programs and arrangements which, in the aggregate for all current employees of the Company who and its Subsidiaries as a group (other than employees covered by a collective bargaining agreement), will provide benefits to such employees which are employed not materially less favorable than those provided pursuant to the plans, programs and arrangements 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, without limiting the generality of the foregoing, the Purchaser shall not be required to provide compensation which is based upon the equity of the Company or any Subsidiary of its subsidiaries; and provided, however, that, without limiting the generality of the foregoing, 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 Purchaser, 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. During the Continuation Period, the Purchaser shall provide, or cause the Surviving Corporation to provide post-retirement health, dental, life insurance and other welfare benefits that are not materially less favorable than those that are provided by the Company immediately prior to the Effective Time (consummation of the “Continuing Employees”): (i) base salary Offer to those employees or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary directors or hourly wage rates and incentive compensation opportunities as in effect on the date former employees or directors of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which and any of its subsidiaries who at such time (x) were receiving any such benefits, (y) would have been provided eligible to receive any of such benefits upon his or made available her termination at such time or (z) would have become eligible within one (1) year of such time to receive any of such benefits upon his or her termination with such one-year period.] Employees of the Parent. (b) If Company and its subsidiaries shall be given credit for all service with the Company’s 401(k) plan is terminated prior to Parent and its affiliates and with the Effective Time pursuant to Section 6.11Company and its subsidiaries, at under each employee benefit plan, program, or arrangement of the Effective Time each Continuing Employee will be Purchaser or its affiliates in which such employees are eligible to participate for purposes of eligibility, vesting and benefit accrual; provided, however, that in no event shall such employees be entitled to any credit to the extent that it would result in any duplication of benefits with respect to the same period of service under any plans of the Parent plan that is intended to be qualified under Section 401(k) of and its affiliates, the Code (Company and the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanPurchaser. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary If employees of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be its subsidiaries become eligible to participate (in each case except to the extent such service credit would result in a duplication medical, dental, disability, life insurance or other welfare plan of benefits in any Purchaser or its subsidiaries, Purchaser shall cause such plan to (i) waive any preexisting condition limitations for conditions covered under the applicable plan of the Parent or where such crediting is not permitted the Company and its or their subsidiaries and (ii) give credit for any deductible and out of pocket expenses incurred by the terms of the plan)employees and their beneficiaries under such plans prior to such participation. (d) To Nothing in this Section 7.8 shall require the extent permitted under continued employment of any person or, subject to paragraph (b) and (c) hereof, prevent the applicable Parent Plan, Parent will waive, Company and/or the Surviving Corporation and their subsidiaries from taking any action or cause to be waived, refraining from taking any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in action which the Continuing Employees (Company and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately its subsidiaries prior to the Effective Time. “consummation of the offer, could have taken or refrained from taking. (e) Promptly following the execution of this Agreement, the Company and Parent Plans” means will enter into an agreement providing that, effective upon the purchase of Shares pursuant to the Offer, all “administrative service agreements and arrangements between Parent and the Company relating to the Company's employee benefit plans,” plans and payroll services shall continue for a period no less than the Continuation Period; provided, however, that Parent shall have the right to (i) terminate such agreement if there are any change or changes in such benefit plans or payroll services that result in any additional costs or burdens to Parent in performing its obligations under such agreement and (ii) to remove AIMCO as defined in Section 3(3) of ERISA, maintained in the United States designated fiduciary with respect to employee benefit plans within 90 days after the locations at which the Continuing Employees are employed (all consummation of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Offer.

Employee Benefits Matters. (a) Until the end As of the calendar year in which the Closing occursClosing, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed shall cease to be a participating employer in all Plans sponsored by the Company Seller or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): its Affiliates. (i) base salary or hourly wage rates Subject to the conditions of 12.2 (b)(v), Buyer shall cause the Company to become a participating employer effective as applicableof the Closing in a defined contribution savings plan qualified under sections 401(a) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code which is maintained by Buyer (the “Parent "BUYER'S SAVINGS PLAN") a defined contribution plan qualified under Section 401(a) and 401(k) of the Code. Upon compliance with the requirements of Section 12.2 (b)(v), Seller shall direct the Trustee of the American Manufacturing Corporation 401(k) Plan ("AMC SAVINGS PLAN") a defined contribution plan qualified under Section 401(a) and 401(k) of the Code to transfer to the Trust under the Buyer's Savings Plan the account balance of each participant in the AMC Savings Plan who remains an employee of the Company after the Closing Date and who are eligible to participate in Buyer's Savings Plan (the "COMPANY PARTICIPANTS") and said Trustee shall simultaneously transfer cash (or cash equivalents if determined acceptable by Buyer's Savings Plan”), equal to the liability for transferred account balances, valued as of the valuation date under the AMC Savings Plan coincident with or closest preceding to the date of the transfer; provided, that any outstanding non-defaulted participant loans to Company Participants shall be transferred in kind. Buyer and the Company shall cause the Buyer Savings Plan to continue to administer the outstanding non-defaulted participant loans which are transferred in kind in accordance with the amortization schedules to which they are subject as of date of transfer. All Company participants, account balances and loan provisions shall be subject to the rules, regulations, provisions and procedures of the Buyer's Savings Plan effective as of the Closing notwithstanding anything to the contrary herein. The transfer described herein shall be pursuant to Internal Revenue Code ss. 414(1). (ii) Except for any outstanding non-defaulted loans, which will be transferred in kind, the transfer described in 12.2 (b)(i) will be accomplished by the AMC Savings Plan converting affective Participants' account balances into cash and wire transferring the aggregate cash amount to the Buyer's Savings Plan. Upon receipt of the wire transfer, the cash will be reinvested in accordance with procedures established by the administrator of the Buyer's Savings Plan in accordance with its terms. Immediately after the transfer, each Participant will have a balance in the Buyer's Savings Plan equal to the account balance such Participant had in the AMC Savings Plan immediately prior to the transfer. Each such Participant's total account balance in the Buyer's Savings Plan immediately after the transfer will be 100% vested and nonforfeitable. (iii) In consideration of the transfer contemplated in 12.2 (b)(i) hereunder and pending the transfer of account balances to the Buyer's Savings Plan, the AMC Savings Plan will not default any outstanding loan of any Participant whose account balance is expected to be transferred to the Buyer's Savings Plan pursuant to 12.2 (b)(i). Parent 45 (iv) The terms and conditions of Section 12.2 (b)(i)-(v) shall bind Seller and Buyer and their successors and their Savings Plans and shall operate as if it were fully set forth within each of the Savings Plans. (v) The Company shall provide Seller with written notice of the name and address of the Trustee and will exchange copies of the most recent IRS favorable determination letters for each Savings Plan. The Company and Seller shall cooperate in the filing by Seller of any IRS Forms 5310A required by the transfer of assets and liabilities described in this Agreement. Anything contained in this Agreement to the contrary notwithstanding, the transfer of assets and liabilities described in this Agreement shall not take place until the 31st day following the filing of any required Forms 5310A. In addition, the Company and Seller shall cooperate in (i) making all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan other filings required under the Company’s 401(kCode or ERISA and any applicable securities laws, (ii) plan implementing all appropriate communications with the participants, (iii) transferring appropriate records, and (iv) taking all such other actions as may be necessary and appropriate to roll over such loan into an account under implement the Parent 401(k) Planprovisions of this Section 12.2 in a timely manner. Each party and Savings Plan shall bear its own costs and expenses in connection with administration and implementation of the transfer and procedures in 12.2 (b)(i)(v). (c) To For the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timeperiod from Closing through December 31, Parent will2003, Buyer shall, or will shall cause the Surviving Corporation Company to, recognize all service of continue to maintain the policies providing the insured Company health plan benefits that are in effect for such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, employees immediately prior to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Closing. (d) To the extent permitted under the applicable Parent PlanSeller shall timely file, Parent will waivefollowing Closing, any notices or cause filings required to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which made with the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Pension Benefit Guarantee Corporation.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to If any employees of the Company who are employed as of the Effective Time (each, a “Company Employee”) become a participant in a benefit plan sponsored or maintained by Parent or the Surviving Company (the “Parent Plans”), in accordance with the eligibility criteria of such Parent Plans, subject to the Company or any Subsidiary of providing Parent sufficient information to determine the following (i) such participants shall receive full credit for all service with the Company prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such service is taken into account under such Parent Plans and under a comparable Company Plan, (ii) such participants shall participate in the Parent Plans on terms no less favorable than those offered by Parent to their similarly-situated employees, (iii) to the extent permitted by Law, such participants and their covered dependents shall have all pre-existing condition exclusions of such Parent Plans waived to the extent such pre-existing condition exclusions were inapplicable to or had been satisfied by such participants and their covered dependents immediately prior to the Effective Time (under the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) corresponding Company Plan; and (iiiv) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant with respect to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan that provides medical or other material benefit arrangements after the Effective Timehealth benefits, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will shall be eligible to participate from given credit for co-payments made, amounts credited towards deductibles, co-insurance and after out-of-pocket maximums under the Effective Timecorresponding Company Plan (i.e., except under the same type of Plan such as a point of service plan) in the calendar year in which such Company Employee becomes a participant in such Parent Plans; provided that the foregoing (i) through (iv) shall be subject to the extent that Company providing to Parent sufficient information to make such pre-existing condition limitationdeterminations. Parent shall, exclusionsor shall cause the Surviving Company to, actively-at work requirements and waiting periods would have been applicable under the comparable permit each Company Employee Plan immediately who remains employed with Parent or the Surviving Company to use all unused vacation, sick leave and paid time off accrued by such Company Employee under Company Plans prior to the Effective TimeTime to the extent accrued on the balance sheet contained in the Unaudited Company Financials. “Nothing in this Section 8.5 shall (x) require Parent Plans” means all “or the Surviving Company to provide any particular employee benefit plans,” as defined in Section 3(3plans to Company Employees, (y) limit the Surviving Company’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of ERISAParent, maintained in the United States with respect Surviving Company or any of their Subsidiaries to terminate the locations employment of any Company Employee at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)any time.

Employee Benefits Matters. (a) Until From and after the end of Merger Effective Time, Parent shall honor and shall cause the calendar year Surviving Corporation to honor, in which accordance with their terms as in effect at the Closing occursMerger Effective Time, all Company Plans, compensation arrangements and agreements, and employment, severance and termination plans and agreements that are not required to be terminated hereby or otherwise terminated prior to or at the Merger Effective Time. Parent shall or shall cause its Subsidiaries the Surviving Corporation to provide assume responsibility for offering health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 to employees any “M&A qualified beneficiary” (with the meaning of Treas. Reg. § 54.4980B-9) in connection with the Company who are employed transactions contemplated by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentaccordance with Treas. Reg. § 54.4980B-9. (b) If the Company’s The Company shall terminate or cause to be terminated each Company Plan that is a profit sharing plan or with a cash or deferred arrangement subject to Section 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k(or 401(m)) of the Code a day immediately prior to the date of the Merger Effective Time. At the written direction of Parent, which shall be given in accordance with this Agreement no less than five (5) Business Days prior to the “Parent 401(k) Plan”)Merger Effective Time, the Company shall terminate or cause to be terminated each other Company Plan immediately prior to the Merger Effective Time. Parent The Company shall take all steps reasonably such actions necessary to permit each Continuing Employee who has an outstanding loan under carry out the Company’s 401(kforegoing including, without limitation, the adoption of resolutions, the adoption of amendments and notification of any carriers or vendors. No more than five (5) plan Business Days prior to roll over the Merger Effective Time, Parent may request Company to produce any such loan into an account under documentation or drafts thereof that Parent deems necessary to effect the Parent 401(k) Planprovisions of this Section 8.04(b). (c) To With respect to any Company Employees eligible to receive an annual bonus, whether pursuant to any Company Plan and/or any applicable employment agreement (the extent that any Continuing “Employment Agreements”) (the “Affected Employees”), the Company may pay an annual bonus in respect of the Company’s 2009 fiscal year in an amount equal to the full amount each such Affected Employee becomes a participant in any Parent Plan or other material benefit arrangements after was eligible to receive under such arrangements, notwithstanding anything contained herein to the contrary, prior to the Merger Effective Time (collectively, the “2009 Bonus Payments”). If the Company shall have not paid the 2009 Bonus Payments prior to the Merger Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with to pay the Company or a Subsidiary of 2009 Bonus Payments upon the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Merger Effective Time. (d) To Prior to the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Merger Effective Time, except 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 shares of Company Common Stock or Company Stock Options to acquire shares of Company Common Stock (or shares of Company Common Stock acquired upon the extent vesting of any Company Stock Awards) pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (e) All compensatory and similar arrangements that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately or any of its Subsidiaries may make or enter into prior to the Effective Time. “Parent Plans” means all “expiration date of the Offer, including any payments that may be or become payable, and any benefits that may be granted, according to employment compensation, severance and other employee benefit plans,” , contracts or arrangements, shall (a) be made or entered into in consideration of, or paid or granted as compensation for, past services performed, future services to be performed or future services to be refrained from performing (and matters incidental thereto) and (b) not be calculated based on the number of shares of Company Common Stock tendered or to be tendered in the Offer. Moreover, the Company (acting through the compensation committee of the Company Board) shall take such steps as may be required so that, prior to the expiration date of the Offer (i) the adoption, approval, amendment or modification of each Change in Control Arrangement (as defined below) shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in Section 3(3accordance with the requirements of Rule 14d-10(d)(2) of ERISA, maintained in under the United States Exchange Act and the instructions to such Rule and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) under the Exchange Act shall be satisfied with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).each such Change in Control Arrangement, and any amendment or

Employee Benefits Matters. (a) Until The parties shall cooperate to establish an equity incentive award plan for GigCapital2 with an initial award pool of GigCapital2 Common Stock equal to the end sum of (i) the amount that is equal to ten percent (10%) of the calendar shares of GigCapital2 Common Stock outstanding as of immediately after the Effective Time (rounded up to the nearest whole share) and (ii) such additional amount as may be required pursuant to the terms of the UpHealth BCA, which plan shall include an “evergreen” provision pursuant to which such award pool will automatically increase on January 1, 2022 and each anniversary thereof during the effectiveness of such plan by an amount equal to the lesser of (i) five percent (5%) of the shares of GigCapital2 Common Stock issued and outstanding as of 12:01 a.m. (Central Time) on such date and (ii) such lesser amount determined by the GigCapital2 board of directors, and which plan shall be effective at and after the Closing (the “Equity Plan”). (b) GigCapital2 shall, or shall cause the Surviving Company and each of its subsidiaries, as applicable, to use commercially reasonable efforts to provide 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 Company or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit or apply to the accrual of benefits under a defined benefit pension plan. In addition, GigCapital2 shall use commercially reasonable 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 maintained by the Surviving Company or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) 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 in which the Closing occurs, Parent shall 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 shall cause its Subsidiaries to provide to employees her covered dependents for the applicable plan year. Following the Closing, Surviving Company will honor all accrued but unused vacation and other paid time off of the Company who are employed by the Company or any Subsidiary of the Company Continuing Employees that existed immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanClosing. (c) To The parties shall, prior to the extent that Closing, engage a reputable third party executive compensation advisor to conduct a study to determine an appropriate market-based compensation package for the Key Employees commensurate with their anticipated roles at UpHealth, Inc. and/or any Continuing of its subsidiaries upon the Closing (the “Compensation Study”). UpHealth, Inc. shall, upon the Closing, provide each Company Employee becomes who is then employed by UpHealth, Inc. or any of its subsidiaries with a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause market-based compensation package commensurate with such Company Employee’s role with the Surviving Corporation toCompany and/or any of its subsidiaries, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes taking into account (but not for accrual purposes under any defined benefit planbeing unreasonably bound by) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Compensation Study. (d) To The provisions of this Section 7.06 are solely for the extent permitted under benefit of the applicable Parent Planparties to the Agreement, Parent will waiveand nothing contained in this Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or cause to be waivedany other person, any prerights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-existing condition party beneficiary or otherwise, including, without limitation, exclusionsany right to employment or continued employment for any specified period, actively-at-work requirements and waiting periods under or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all plan of the above being hereinafter individually Company or collectively referred shall require the Company, GigCapital2, the Surviving Company and each of its subsidiaries to as “Parent Plan” continue any Plan or “Parent Plans,” respectively)other employee benefit arrangements, or prevent their amendment, modification or termination.

Employee Benefits Matters. For employees of Monogram and its subsidiaries who continued their employment with LabCorp or its subsidiaries (a) Until including Monogram, following the end closing of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries merger) (referred to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the as “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason), including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for LabCorp has agreed to credit such Continuing Employees immediately upon joining any employee benefit plan maintained by LabCorp with their years of service with Monogram or its affiliates to the same extent as they were entitled to credit for service under a prior Monogram plan before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent commenced participation under an employee benefit plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant LabCorp, excluding credit resulting in any Parent Plan duplication of benefits or other material credit under any newly established LabCorp benefit arrangements after the Effective Time, Parent will, or will plan for which similarly situated employees do not receive credited service. LabCorp has agreed to cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may beits benefit plan providers, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company lawful, to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, waive any pre-existing condition limitation, exclusions, actively-at-work requirements and exclusions or waiting periods for Continuing Employees and to credit Continuing Employees and their dependents for any deductibles and out-of-pocket expenses paid under prior Monogram Table of Contents plans, if not excluded from coverage under those prior Monogram plans. LabCorp also has agreed to amend any Parent Plan in which of its plans that, by their terms, exclude Continuing Employees, to allow for participation by the Continuing Employees (and their eligible dependentsto the same extent as similarly situated LabCorp employees. Monogram has agreed to take all actions necessary to terminate its non-qualified deferred compensation plan, effective as of the closing date. The Purchaser or the Surviving Corporation will not terminate Monogram’s sales incentive plan prior to the end of 2009. If requested by LabCorp at least five business days prior to the consummation of the offer, Monogram also has agreed to terminate its 401(k) will be eligible plan. Monogram’s board of directors is required, to participate from and after the extent necessary, to take appropriate action, prior to or as of the Effective Time, except to approve, for purposes of Section 16(b) of the Exchange Act, the disposition of the Shares in the offer and the deemed disposition and cancellation of Shares and options in the merger by applicable individuals. Prior to the extent that Expiration Date, Monogram will present to its compensation committee any agreement, arrangement or understanding proposed to be entered into by Monogram or its subsidiaries on or after the date of the merger agreement with any of its officers, directors or employees pursuant to which consideration is paid to such pre-existing condition limitationofficer, exclusionsdirector or employee to be approved as an employment compensation, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “severance or other employee benefit plans,” as defined in Section 3(3arrangement and to satisfy the requirements of the non-exclusive safe-harbor under Rule 14d-10(d) of ERISAthe Exchange Act. If not approved by its compensation committee, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually Monogram will not enter into any proposed agreement, arrangement or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)understanding.

Employee Benefits Matters. (a) Until the end Buyer and Seller will work together in good faith to update Section 1.1(a) of the calendar Disclosure Schedules two (2) Business Days prior to the Closing Date to reflect changes due to departures and replacement hiring. To the extent that prior to the Closing Seller identifies any employee or independent contractor of the Company who spends at least 50% of their time in support of the Business prior to Closing and who (i) is not a Carve-Out Employee and (ii) is not listed on Section 1.1(a) of the Disclosure Schedule, Seller will promptly provide notice of such discovery to Buyer and the Parties will discuss in good faith designating such Person as a Business Employee; provided, that Buyer may, in its reasonable discretion, refuse to designate such Person as a Business Employee, in which case such Person will be terminated at or prior to Closing, or at Seller’s election, in each case deemed a Carve-Out Employee and designated as a “Transferred Employee” pursuant to Section 2.04 of the applicable Carve-Out Asset Agreement. Prior to the Closing Date, Buyer will, or will cause one of its Affiliates to, deliver an offer of employment to each Business Employee identified as a “Non-US Employee” on Section 1.1(a) of the Disclosure Schedules (the “Non-US Employees”) who remains employed with such Affiliate of Seller as indicated in Section 1.1(a) of the Disclosure Schedules immediately prior to the Closing, with such employment to commence immediately following the Closing and at terms and conditions (including regarding compensation and employee benefits) that are at least as favorable as the terms and conditions (including compensation and employee benefits) applying to such Non-US Employee prior to Closing (“Equivalent Terms”). During the thirty (30) day period following the Closing, to the extent Buyer identifies a person who was an employee or independent contractor of the Company as of the Closing and was not listed on Section 1.1(a) of the Disclosure Schedules, Buyer will provide notice of such discovery to Seller. In such circumstance, the Parties will cooperate in good faith to either transfer such individual’s employment or independent contractor relationship to an Affiliate of Parent or to otherwise terminate such individual’s employment with the Company, as Seller may elect in its sole discretion. Seller will be responsible for all costs and expenses reasonably incurred by the Company in connection with the termination of such individual’s employment with the Company, and shall promptly reimburse the Company for any such costs and expenses upon being provided with reasonable documentation thereof. (b) For at least one (1) year following the Closing Date, (1) Buyer shall provide Business Employees of the Company who continue to be employed by the Company with compensation and employee benefits (excluding pension plans, any other defined benefit plans, equity arrangements and transaction incentives) that are at least as favorable as the compensation and Employee Benefit Plans (excluding pension plans, any other defined benefit plans, equity arrangements, and transaction incentives) provided to or maintained by Seller for the benefit of the Company’s employees as of the date of this Agreement, and (2) Buyer, or its Affiliate, shall, unless otherwise required by law (and without prejudice to the obligation to apply the Equivalent Terms), provide the Non-US Employees who continue to be employed by the Buyer or its Affiliate with compensation and employee benefits (excluding pension plans, any other defined benefit plans, equity arrangements and transaction incentives) that are at least as favorable as the compensation and employee benefits (excluding pension plans, any other defined benefit plans, equity arrangements, and transaction incentives) provided to or maintained by Buyer or its Affiliates for the benefit of the employees of Buyer or its Affiliates who are most similarly situated to the Non-US Employees in the geographic region of such Non-US Employee’s assigned work location. Buyer agrees that, from and after the Closing Date, Buyer shall and shall cause the Company to grant the Business Employees who continue to be employed by the Company with credit for any service with the 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 the Company on or after the Closing Date for the benefit of the Business Employees (the “New Plans”). In addition, for the Business Employees who continue employment with the Company after Closing, Buyer shall, for the plan year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i1) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any waived all pre-existing condition limitation, exclusions, exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except New Plans that are welfare benefit plans to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).waived or

Employee Benefits Matters. (a) Until the end All employees of the calendar year Company shall continue to participate in which their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the Closing occursUnited States. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other employee programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Company's benefit plans. (b) Prior to the Effective Time, the Company shall take all necessary actions to obtain the requisite stockholder approval (if any such approval is required) under Section 280G(b)(5) of the Code of any payments or benefits that could be considered "excess parachute payments" within the meaning of Section 280G of the Code and shall cause require all "disqualified individuals" within the meaning of Section 280G of the Code, to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Proposed Treasury Regulations promulgated thereunder. (c) The Company shall take all steps necessary or appropriate (as determined by Parent) to terminate the Company ESPP on the last day of the last full payroll period ending immediately prior to the Effective Time. (d) The Company agrees to terminate its Subsidiaries 401(k) plan (the "401(k) Plan") immediately prior to Closing. Parent shall receive from the ----------- Company evidence that the 401(k) Plan has been terminated pursuant to resolution of the Company's Board of Directors (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date and contingent on the Closing. (e) The Company agrees to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent shall receive from the Company evidence that the plans, programs or arrangements of the Company have been terminated pursuant to resolution of the Company's Board of Directors (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date and contingent on the Closing. (f) On or prior to the Closing, Parent covenants to provide the Company with an allocation of no less than two hundred thousand (200,000) options to purchase its common stock proposed to be granted to then current employees of the Company who are employed by expected to become employees of Parent or the Surviving Corporation. Subject to the provision of Schedule 6.04(f), the amount of each grant shall be subject to the Company's discretion. Within forty-five (45) days of the Closing, Parent covenants to grant, subject to the approval of Parent's Board of Directors and/or its Compensation Committee, such options to any then current employees of Parent or the Surviving Corporation. Such options shall vest in accordance with the applicable provisions of Schedule 6.04(f) and shall be otherwise subject to terms and conditions no less favorable to the grantees than the terms and conditions of options generally granted to similarly positioned and titled employees of Parent. (g) Prior to the Closing, Parent and the Company or any Subsidiary shall mutually agree upon the employees of the Company immediately to be terminated at or prior to the Effective Time and the amount of severance benefits to be paid to such employees, which shall not exceed seven hundred thousand dollars (the “Continuing Employees”): (i$700,000) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant aggregate. Parent agrees to offer all other employees of the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause continued employment with the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except Time on terms and conditions substantially similar to terms and conditions of the extent that employment of similarly positioned and titled employees of Parent. (h) The Company agrees to use reasonable efforts to cause all holders of Cash-Out Options who will be receiving a portion of the Aggregate Merger Consideration pursuant to Section 2.01 to enter into an agreement with Parent providing for the cancellation of each such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under option in consideration of the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined payment provided for in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)2.01 hereunder.

Employee Benefits Matters. (a) Until Prior to the end Closing, Shareholder and/or the Bank, as appropriate, 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 Closing, the Bank’s participation in and liability for benefits under such plans which will not be retained by Purchaser, (ii) amend any Bank Plans intended to be retained by Purchaser, (iii) make, or cause to be made, all contributions to Sellers’ 401(k) plan for all or any portion of the calendar plan year in which the Closing occursBank ceases participation in such 401(k) plan, Parent shall or shall cause its Subsidiaries to provide to employees of including matching contributions and any employer non-elective contribution for the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waivewaiver, or cause to be waived, any pre-existing condition limitationhours requirement and any requirement that a participant be employed as of the last day of the plan year shall be waived for all Continuing Employees, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the ensure that all Continuing Employees shall be one hundred percent (100%) vested in Sellers’ 401(k) plan, or (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 Bank agrees to provide group medical coverage to their eligible dependentsemployees until the Closing in a manner reasonably expected to avoid triggering a Tax or penalty under Section 4980H of the Code. (c) will be eligible to participate Purchaser agrees that it will, from and after the Effective TimeClosing, honor all employment Contracts entered into by the Bank prior to the date hereof and described in Section 6.11(c) of the Sellers Disclosure Letter, provided, that, such Contracts are not subject to any Taxes under Sections 280G or 409A of the Code. Where applicable and except to the extent that it would result in duplication of benefits, each Continuing Employee will receive full credit for service with the Bank for purposes of determining eligibility to participate and vesting under each employee benefit plan, program, policy or arrangement to be provided by Purchaser to such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable Continuing Employees to the same extent such service was recognized under the comparable Company applicable benefit plan immediately preceding the Closing. If, after the Closing, any Continuing Employee Plan immediately is terminated from employment without cause prior to the Effective Timefirst anniversary of the Closing Date, Purchaser shall provide severance benefits consisting of 1 weeks of pay for each Year of Service with the Bank or its Subsidiaries, with a minimum of 2.0 weeks salary and a maximum of twenty (20) weeks’ salary. “Parent Plans” means all “employee benefit plans,Year of Service” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at used herein means each full twelve-month period for which the Continuing Employees are employed (all such employee was an actual employee of the above being hereinafter individually Bank and shall not include any such time period where such employee was previously employed by Purchaser, or collectively referred any other entity other than the Bank. Such severance shall be subject to as “Parent Plan” or “Parent Plans,” respectively)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) Until Subject to the end requirements of third parties and laws associated with existing Company employee benefit plans and further subject to determination of any and all obligations relating to existing Company benefit plans on the Closing Date, all employees of the calendar year Company shall continue in which their existing benefit plans, except for the Closing occursCompany’s satisfaction of its obligations under the 2004 Incentive Plan and the Special Bonus Plan as noted in Section 3.11 of the Disclosure Schedule, until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent or Merger Sub for its and its affiliates’ employees in the United States. Parent and Merger Sub shall take such reasonable actions, to the extent permitted by Parent’s and Merger Sub’s benefits programs, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefits programs of Parent or shall cause its Subsidiaries Merger Sub or alternative benefits programs in the aggregate that are substantially equivalent to provide those applicable to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to Closing in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the Effective Time (effectiveness of and be solely responsible for the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentCompany’s benefit plans. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11At Closing, at the Effective Time each Continuing Employee Parent will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code enter into employment agreements (collectively, the “Parent 401(kEmployment Agreements,” and, individually, an “Employment Agreement”) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under with the Company’s 401(kindividuals set forth on Schedule 7.05(b) plan to roll over such loan into an account under the Parent 401(k) Planhereto. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective TimeAt Closing, Parent willwill enter into non-solicitation and non-competition agreements (collectively, or will cause the Surviving Corporation to“Non-Solicitation Agreements”, recognize all service of such Continuing Employee and, individually, a “Non-Solicitation Agreement”) with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Companyindividuals set forth on Schedule 7.05(c) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)hereto. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company shall take all necessary actions to obtain the requisite Member approval under Section 280G(b)(5) of the Code of any payments or benefits that could be considered “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “disqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Proposed Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its Members approve any such excess parachute payments, neither Parent nor the Surviving Corporation shall have any responsibility or liability with respect to any excise taxes owed by the recipients of any such payments. (e) To the extent that such pre-existing condition limitationnot otherwise fully terminated by virtue of the closing of the Investor Recapitalization, exclusionsthe Company shall take all necessary corporate action to terminate its 2004 Incentive Plan and its Special Bonus Plan (collectively, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan “Incentive Plans”) effective as of the date immediately prior to the Closing Date, but contingent on the Closing. Parent shall receive from the Company evidence that the Company’s Board of Managers has adopted resolutions to terminate the Incentive Plans (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the date immediately preceding the Closing Date. (f) The Company and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent 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 resolutions adopted by each such entity’s board of managers or directors (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (g) With respect to all equity interest purchase, option and award agreements (including any restricted units, unit purchase, option or award agreements under the Incentive Plans) between the Company and any current or former employee, manager, consultant or founder effective as of the Effective Time. “, any and all rights of repurchase under each such agreement shall be assigned to Parent Plans” means all “employee benefit plans,” (or to such other entity as defined in Section 3(3Parent shall designate) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all by virtue of the above being hereinafter individually or collectively referred Merger and without any further action on the part of the Company, such assignment to be effective as “Parent Plan” or “Parent Plans,” respectively)of the Effective Time.

Employee Benefits Matters. (a) Until At the end REIT Merger Effective Time, Parent shall cause the Surviving Entity to assume in accordance with their terms the Company’s obligations under all employment, severance and termination plans, arrangements, programs, policies, and agreements (including change-in-control provisions) of employees or independent contractors of the calendar year Company and its Subsidiaries, in which each case that are expressly set forth in Sections 4.12 or 4.13 of the Company Disclosure Schedule (without giving effect to the proviso set forth in the definition of Company Disclosure Schedule) and that exist immediately prior to the execution of this Agreement. (b) For a period of not less than twelve (12) months after the Closing occursDate, for each employee of the Company or any of its Subsidiaries who was employed on the Closing Date and remains an employee of the Surviving Entity or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall or shall cause its Subsidiaries the Surviving Entity to provide compensation and, to employees the extent set forth in Section 4.12 of the Company who are employed by the Company or any Subsidiary of the Company immediately prior Disclosure Schedule (without giving effect to the Effective Time provision set forth in the definition of Company Disclosure Schedule) benefits (including 401(k), group health, life, disability, and severance plans, but excluding equity compensation or promoted interests or comparable forms of compensation) substantially similar in the “aggregate to such Continuing Employees”): (i) base salary Employee and the employee’s dependents and beneficiaries, as appropriate, as Parent or hourly wage rates (as applicable) and incentive compensation opportunities its Subsidiaries provides to its similarly situated other employees; provided, however, that nothing contained in an amount that is no less favorable than this Section 7.05 or elsewhere in the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary including Section 10.08 hereof) shall be construed to prevent, from and after the REIT Merger Effective Time, the termination of Parent may terminate employment of any Continuing Employee during such period for or the amendment or termination of any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the particular Company Employee Plans which have been provided or made available Benefit Plan in accordance with its terms. To the extent a Continuing Employee becomes eligible to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11participate in a Parent Plan, at the Effective Time each such Continuing Employee will be eligible credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date for purposes of vesting and eligibility (but not accrual of benefits) under such Parent Plan to participate the same extent as such employee was entitled, before the Closing Date, to credit for such service under the respective Company Employee Benefit Plan (except to the extent such credit would result in the Parent plan that is intended to be qualified under Section 401(k) duplication of the Code (the “Parent 401(k) Plan”benefits). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To Parent shall (or shall cause the extent that Surviving Entity to) (i) waive any preexisting condition limitations otherwise applicable to the Continuing Employee becomes a participant in Employees and their eligible dependents under any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements that provides health benefits in which such the Continuing Employees may be eligible to participate following the Closing Date, other than any limitations that were in effect with respect to such Continuing Employees as of the Closing Date under the analogous Company Employee Benefit Plan, (ii) credit any amount paid with respect to any deductible, co-payment and out-of-pocket maximums incurred by the Continuing Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing Date during the portion of the calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans in which they are eligible to participate after the Closing Date in the same plan year in which such deductibles, co- payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee and his or her eligible dependents on or after the Closing Date, in each case except to the extent such service credit would result in a duplication of benefits in Continuing Employee or eligible dependent had satisfied any such plan similar limitation or where such crediting is not permitted by requirement under an analogous Company Employee Benefit Plan prior to the terms of the plan)Closing Date. (d) To Prior to the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the REIT Merger Effective Time, except the Company Board shall take such actions as are necessary to terminate the extent that such pre-existing condition limitationCompany’s Deferred Compensation Plans. Such action shall be contingent upon, exclusionsand effective as of, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the REIT Merger Effective Time. “Parent At the REIT Merger Effective Time, employees shall be paid the balance of their accounts upon termination of the Company’s Deferred Compensation Plans” means all “employee . (e) The provisions of this Section 7.05 shall survive the Closing and are for the sole benefit plans,” as defined in Section 3(3) of ERISAthe parties to this Agreement and nothing herein, maintained in expressed or implied, is intended or shall be construed to confer upon or to give to any Person other than the United States parties hereto and their respective permitted successors and assigns any legal or equitable or other rights or remedies (with respect to the locations at which the Continuing Employees are employed matters provided for in this Section 7.05) under or by reason of any provision of this Agreement (all of the above being hereinafter individually including Section 10.08 hereof). Nothing in this Section 7.05 is intended as or collectively referred shall be construed to as “Parent be an amendment to any Company Employee Benefit Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which Each employee who, after the Closing occursDate, Parent shall or shall cause its Subsidiaries continues to provide to employees of the Company who are be actively employed by the Company Parent or the Surviving Corporation or any Subsidiary of the Company immediately prior to the Effective Time thereof (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that ), will receive credit, under each employee benefit plan sponsored by Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans under which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee is eligible to participate, for periods of employment with the Company (including any current or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer former affiliate of the Company or any Subsidiary predecessor of the Company to the extent such service with such predecessor employer is was recognized by the respective Company or Benefit Plan) for purposes of calculating such Subsidiary of the Company) Continuing Employee’s eligibility and reflected vesting service and, in the employment records of the Company or such Subsidiary of the Companyaddition, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year purposes of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes calculating benefit amounts under any defined benefit severance or vacation plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may ; provided, prior service credit will not be eligible to participate (in each case except recognized to the extent such service credit that it would result in a duplication of benefits with respect to the same period of service. (b) If requested by Parent in writing delivered to the Company not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to fully terminate any 401(k) plans maintained by the Company or any of its Subsidiaries (collectively, the “Company 401(k) Plans”), fully vest the accounts of all participants in such Company 401(k) Plans as required by Law and amend such Company 401(k) Plans to the extent necessary to allow for a rollover distribution of a plan loan (as noted below), effective as of the day prior to the Closing Date. Following the Effective Time and as soon as practicable following the termination of the Company 401(k) Plans, the assets thereof shall be distributed to the participants. Parent or the Surviving Corporation shall permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in an amount equal to the full account balance (including outstanding loan balances) distributed to such Continuing Employees from the Company 401(k) Plans to Parent’s or the Surviving Corporation’s applicable 401(k) plan, subject to any rules or procedures of the Parent’s or the Surviving Corporation’s 401(k) plan. (c) No Continuing Employee or any other Person (including any current or former employee, leased employee, independent contractor or consultant of the Company, any Company Subsidiary or any affiliate) is a third party beneficiary of any term in this Section 6.7. Nothing in this Agreement shall confer upon any Continuing Employee (or any current or former employee, leased employee, independent contractor or consultant of the Company, Company Subsidiaries, Parent, Merger Sub, Surviving Corporation or any of their affiliates) any right to continue in the employ or service of Parent, Merger Sub, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any such way the rights of Parent, Merger Sub, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee (or the employment of any other individual) at any time for any reason whatsoever, with or without cause. 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 or where such crediting is not permitted by the terms of the planParent, Merger Sub, Surviving Corporation or any affiliate of Parent, (ii) create any third party rights in any current or former service provider of the Company, the Company Subsidiaries or 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. (d) To The Company shall provide Parent with a copy of any written communications intended for distribution to any current or former employees of the extent permitted under Company or any of the applicable Company Subsidiaries if such communications relate to such current or former employee’s employment relationship in connection with any of the Transactions, and shall provide Parent Plan, Parent will waive, or cause with a reasonable opportunity to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements review and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that comment on such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately communications prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)distribution.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or take such commercially reasonable actions, to the extent permitted by the Company’s health and welfare plans, to continue to maintain such health and welfare benefit plans until such time as, in Parent’s reasonable discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall cause its Subsidiaries take such reasonable actions, to provide the extent permitted by Parent’s benefits programs, as are necessary to allow eligible employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the health and welfare benefit plans of Parent plan or alternative benefit programs in the aggregate that is intended are substantially similar to be qualified under Section 401(k) those applicable to employees of the Code (the “Parent 401(k) Plan”)in similar functions and positions on similar terms. Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary transitions employees of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of from the Company) ’s benefit plans to employee benefit plans and reflected in the employment records of the Company or such Subsidiary of the Companyprograms maintained by Parent, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except and to the extent permitted by such plans, Parent shall make commercially reasonable efforts to ensure that such plans recognize the service of Company employees with the Company (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) prior to the Effective Time for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Effective Time as if such service with the Company was service with Parent. Parent and the Company agree that where applicable with respect to any welfare benefit plan, including without limitation medical or dental benefit plan, of Parent, Parent shall make commercially reasonable efforts to waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any employee of the Company who was, as of the Effective Time, excluded from participation in a plan maintained by the Company by virtue of such pre-existing condition limitationcondition) and similar limitations, exclusions, actively-at work requirements and eligibility waiting periods would have been applicable and evidence of insurability requirements under the comparable Company Employee Plan immediately prior any of Parent’s group health plans to the extent permitted by such plans. Parent shall make commercially reasonable efforts to provide that any covered expenses incurred on or before the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) Time by the Company’s employees or such employees’ covered dependents shall be taken into account for purposes of ERISAsatisfying applicable deductible, maintained in coinsurance and maximum out-of-pocket provisions after the United States with respect Effective Time to the locations at which same extent as such expenses are taken into account for the Continuing Employees are employed (all benefit of similarly situated employees of Parent. Nothing in this Section 6.04 or elsewhere in this Agreement shall be deemed to require Parent or the above being hereinafter individually Surviving Corporation to offer or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)continue the employment of any individual.

Employee Benefits Matters. (a) Until the end Parent agrees that each employee of the calendar Company who continues employment with Parent, the Surviving Company or any of their respective Subsidiaries after the Closing Date (a “Continuing Employee”) shall be provided with benefits on substantially similar terms, in the aggregate, as benefits are provided to similarly situated employees of Parent. Nothing in this Agreement (i) shall require Parent, the Surviving Company or any of their Subsidiaries to continue to employ any particular Company Employee following the Closing Date, or (ii) shall be construed to prohibit Parent, the Surviving Company or any of their Subsidiaries from amending or terminating any Employee Benefit Plan. (b) Parent shall ensure that, as of the Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits, but excluding benefit accrual), subject to any required approval of the applicable insurance provider, which Parent shall use commercially reasonable efforts to procure, for service with the Company and its Subsidiaries (or predecessor employers to the extent the Company or any Subsidiary provides such past service credit under its employee benefit plans) under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Company or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employees, subject to any required approval of the applicable insurance provider, if any, which Parent shall use commercially reasonable efforts to procure, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Employee Plan for the plan year that includes the Closing Date 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 applicable plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, for the plan year in which the Closing Date occurs. (c) The Company will use commercially reasonable efforts to amend the Company 401(k) Plan to allow for loans to be rolled over to Purchaser’s 401(k) Plan (as defined below) (the “401(k) Rollover Amendment”). If, Parent and only if, the Company is able to adopt the 401(k) Rollover Amendment at least two (2) days before the Closing Date, the Company will adopt, or will cause to be adopted, all necessary corporate resolutions to terminate each 401(k) Plan sponsored or maintained by the Company, effective as of no later than one day prior to Closing (but such termination may be contingent upon the Closing). Immediately prior to any such termination on or prior to the Closing, the Company will make all necessary payments to: (i) make any corrective contributions or refunds necessary or required to maintain the tax-qualified status of the 401(k) Plan for the period prior to Closing; (ii) fund the contributions for elective deferrals made pursuant to the 401(k) Plan for the period prior to Closing; and (iii) fund the contributions for employer matching contributions (if any) for the period prior to Closing. The Company shall not be obligated to take any other action on or shall cause its Subsidiaries prior to provide the Closing to employees effectuate or in connection with any such termination of the Company who are employed 401(k) Plan, except as may be reasonably advisable and agreed to by the Company or any Subsidiary of parties. For this purpose, the Company immediately prior to the Effective Time (the term “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) Plan” means any plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Code Section 401(a) which includes a cash or deferred arrangement intended to qualify under Code Section 401(k) of ). If the Code (the “Parent Company terminates any such 401(k) Plan”). , the Company shall provide Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under with a copy of resolutions duly adopted by the Company’s 401(k) plan to roll over board of directors so terminating any such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which Each employee who, after the Closing occursDate, Parent shall or shall cause its Subsidiaries continues to provide to employees of the Company who are be actively employed by the Company Parent or the Surviving Corporation or any Subsidiary of the Company immediately prior to the Effective Time thereof (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that ), will receive credit, under each employee benefit plan sponsored by Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans under which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee is eligible to participate, for periods of employment with the Company (including any current or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer former affiliate of the Company or any Subsidiary predecessor of the Company to the extent such service with such predecessor employer is was recognized by the respective Company or Benefit Plan) for purposes of calculating such Subsidiary of the Company) Continuing Employee’s eligibility and reflected vesting service and, in the employment records of the Company or such Subsidiary of the Companyaddition, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year purposes of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes calculating benefit amounts under any defined benefit severance or vacation plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may ; provided, prior service credit will not be eligible to participate (in each case except recognized to the extent such service credit that it would result in a duplication of benefits with respect to the same period of service. (b) If requested by Parent in writing delivered to the Company not less than ten 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 fully terminate any 401(k) plans maintained by the Company or any of the Company Subsidiaries (collectively, the “Company 401(k) Plans”), fully vest the accounts of all participants in such Company 401(k) Plans as required by Law and amend such Company 401(k) Plans to the extent necessary to allow for a rollover distribution of a plan loan (as noted below), effective as of the day prior to the Closing Date. Following the Effective Time and as soon as practicable following the termination of the Company 401(k) Plans, the assets thereof shall be distributed to the participants. Parent or the Surviving Corporation shall permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in an amount equal to the full account balance (including outstanding loan balances) distributed to such Continuing Employees from the Company 401(k) Plans to Parent’s or the Surviving Corporation’s applicable 401(k) plan, subject to any rules or procedures of the Parent’s or the Surviving Corporation’s 401(k) plan. (c) No Continuing Employee or any other Person (including any current or former employee, leased employee, independent contractor or consultant of the Company, any Company Subsidiary or any affiliate) is a third party beneficiary of any term in this Section 6.8. Nothing in this Agreement shall confer upon any Continuing Employee (or any current or former employee, leased employee, independent contractor or consultant of the Company, Company Subsidiaries, Parent, Merger Sub, Surviving Corporation or any of their affiliates) any right to continue in the employ or service of Parent, Merger Sub, the Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any such way the rights of Parent, Merger Sub, the Surviving Corporation or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee (or the employment of any other individual) at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.8 shall (i) be deemed or construed to be an amendment or other modification of any Company Benefit Plan or employee benefit plan or where such crediting is not permitted by the terms of the planParent, Merger Sub, Surviving Corporation or any affiliate of Parent, (ii) create any third party rights in any current or former service provider of the Company, the Company Subsidiaries or 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. (d) To The Company shall provide Parent with a copy of any written communications intended for distribution to any current or former employees of the extent permitted under Company or any of the applicable Company Subsidiaries if such communications relate to such current or former employee’s employment relationship in connection with any of the Transactions, and shall provide Parent Plan, Parent will waive, or cause with a reasonable opportunity to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements review and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that comment on such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately communications prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)distribution.

Employee Benefits Matters. (a) Until To the end extent any “disqualified individual” (as such term is defined for purposes of Section 280G of the calendar year in which the Closing occursCode (hereafter, Parent shall or shall cause its Subsidiaries to provide to employees “Section 280G”)) of the Company who are employed Company, Cerevast, Novokera, Aegeria or any of their respective Subsidiaries (a “Disqualified Individual”) would be entitled to any payment or benefit as a result of or in connection with the transactions contemplated by the Company Target Acquisitions (either alone or upon the occurrence of any Subsidiary additional or subsequent events) and such payment or benefit would constitute an “excess parachute payment” under Section 280G or would result in the imposition of any excise Tax imposed under Section 4999 of the Company immediately Code, the Company, Cerevast, Novokera and/or Aegeria, as applicable, shall, prior to the Effective Time Target Acquisitions: (i) obtain a binding written waiver (each, a “Section 280G Waiver”) from each Disqualified Individual of such Disqualified Individual’s right to receive any portion of such parachute payments that exceeds three times such Disqualified Individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code less one dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations Section 1.280G-1 thereunder (the “Continuing Employees280G Stockholder Approval Requirements”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and ); (ii) welfare solicit a vote of stockholders in a manner that satisfies the 280G Stockholder Approval Requirements in respect of the Excess Parachute Payments payable to all such Disqualified Individuals who have executed a Section 280G Waiver; provided, however, that the Company, Cerevast, Novokera and/or Aegeria, as applicable, shall not be required to pay any amounts or provide any benefits to any Person in order to obtain such approval. The Section 280G Waivers, calculations, disclosure, equityholder consents, and retirement benefits that any other documents prepared, issued, distributed, adopted or executed in connection with the implementation of this Section 8.11(a) shall be provided to Purchaser no later than 10 Business Days prior to the Target Acquisitions and shall be subject to Purchaser’s prior reasonable review and comment and the Company shall implement any comments provided by Purchaser. To the extent any Excess Parachute Payments are no less favorable not approved as contemplated above, such Excess Parachute Payments shall not be made or provided to the extent waived in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant Section 280G Waivers. At least 3 Business Days prior to the Target Acquisitions, the Company Employee Plans which have been provided shall deliver to Purchaser written evidence of satisfaction of the requirements of this Section 8.11(a) or made available to written notice of the Parentnonsatisfaction thereof. (b) If As soon promptly as practicable after the Company’s 401(kdate hereof and in any event no later than thirty (30) plan is terminated days prior to the Effective Time pursuant to Section 6.11Closing Date, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code Company and/or Cerevast shall enter into an indemnification agreement (the “Parent 401(k) Plan”). Parent form of which shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, be subject to the extent recognized by review and approval of Purchaser) with each of Kxxxxxx Xxxxxx, Axxxxx Xxx and Fxxxxxxxx Xxxxx indemnifying such individuals for any and all losses relating to or arising from the grant of Company or a Subsidiary Options in violation of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Code Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).409A.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) Section 3.01(t)(i) of the Disclosure Schedule sets forth the name, current rate of annual base salary or hourly wage rates rate (as applicable) ), and the incentive and bonus compensation paid to each Business Key Employee for 2010 and the base salary, hourly wage and incentive bonus compensation opportunities paid collectively, to the Business Employees for 2010, which shall be updated in an amount that is no less favorable than accordance with the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date requirements of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and Section 5.12. (ii) welfare and retirement benefits Section 3.01(t)(ii) of the Disclosure Schedule sets forth, as of the date hereof, a list of the material Seller Benefit Plans (which, solely for non-U.S. jurisdictions, shall not include offer letters, employment agreements or other commitments for employment or engagement that are no less favorable do not deviate in a material way from the standard form template, agreement or arrangement maintained in the aggregate applicable jurisdiction). Seller has provided Purchaser a copy of the plan document and summary plan description (if applicable) for each material Seller Benefit Plan that has been reduced to writing, and a written description of any other material Seller Benefit Plans. No Seller Benefit Plan is a defined benefit type pension arrangement. No Asset Seller Benefit Plan is a Multiemployer Plan. No Target Entity or Asset Seller other than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided Seller maintains any equity plans or made available to the Parentprograms. (biii) If Except as required by the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11Consolidated Omnibus Budget Reconciliation Act of 1985, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code as amended (the “Parent 401(k) PlanCOBRA”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan , or other material benefit arrangements after the Effective TimeLaw, Parent willnone of Seller nor any of its Subsidiaries will provide or is obligated to provide, or will cause the Surviving Corporation tohas any material liability in respect of, recognize all service post-retirement or post-termination of such Continuing employment, or health benefits to any Business Employee with the Company (or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company dependents or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the planbeneficiaries thereof). (div) To Each Target Entity Benefit Plan was established, and has been maintained and administered in accordance with the extent permitted under the terms thereof and applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Timeof applicable Law, except as has not had, and would not reasonably be expected to have, a Material Adverse Effect. With respect to all Target Entity Benefit Plans for which Target Entities may reasonably be expected to incur Liability following Closing, such Target Entity Benefit Plans (including for any Target Entity Benefit Plan the extent that assets held thereunder or taken into account in determining the amount of liability associated therewith), shall be transferred with the appropriate Target Entities upon Closing, so that, immediately following the Closing, the net Liabilities of the Target Entity Benefit Plans transferred to Purchaser shall be the same as the net Liabilities of such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan plans as of immediately prior to the Effective TimeClosing. “Parent Plans” means All Target Entity Benefit Plans are maintained exclusively by Target Entities. (v) Each Target Entity Benefit Plan that is required to obtain formal approval or qualification by the appropriate tax and other local authorities has obtained such approval or qualification and, to Seller’s Knowledge, nothing has been done or omitted to have been done, and there are no circumstances, that would reasonably be expected to result in the loss of such approval or qualification. (vi) No Seller Benefit Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any other event(s)), could reasonably be expected to (i) result in severance pay (or other compensation or benefits) or any increase in severance pay (or other compensation or benefits) upon any termination of employment of any Business Employee, or (ii) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or an increase of the amount payable under or result in any other material obligation pursuant to, any of the Seller Benefit Plans in respect of any Business Employee. (vii) Except to the extent arising from Purchaser’s failure to comply in all “employee benefit plans,” material respects with its obligations under Section 5.01 and Section 5.02, no Business Employee shall be entitled to any severance, retention, termination or change of control bonus or payment payable by any Asset Seller or Target Entity that arises solely (and not in connection with any other event(s)) as defined a result of the execution of this Agreement or the transactions contemplated by this Agreement that is not either a Retained Liability or included in the final determination of Closing Net Cash. (viii) The Business Financial Statements reflect the expenses and liabilities arising under the Target Entity Benefit Plans listed in Section 3(33.01(t)(ii) of ERISAthe Disclosure Schedule that have not been provided to Purchaser prior to October 26, maintained 2011 (the “Undocumented Target Entity Benefit Plans”) in accordance with and to the United States extent required by U.S. GAAP as of and for the periods then ended. (ix) The Target Entity Financial Statements with respect to each Target Entity reflect the locations at which expenses and liabilities arising under the Continuing Employees are employed Undocumented Target Entity Benefit Plans of such Target Entity in accordance with and to the extent required by applicable local GAAP as of and for the periods then ended. (all x) To the Seller's Knowledge, since March 1, 2011, other than in the ordinary course of business consistent with past practice, no Seller Benefit Plan related to the above being hereinafter individually Business has been implemented or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)amended in any material respect.

Employee Benefits Matters. (a) Until the end of the calendar year in which For a period beginning on the Closing occursDate and ending no earlier than December 31, 2003, Parent shall provide, or shall cause its Subsidiaries to provide be provided, to employees of the Company and the Subsidiaries who are employed by the Company continue employment with Parent or any Subsidiary of its subsidiaries (“Continuing Employees”) benefits that are, in the aggregate, substantially similar to or more favorable than the benefits provided to each of the Company Continuing Employees immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during Closing Date. During such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timeperiod, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may beshall, to the extent recognized allowed by law, (i) cause Continuing Employees to be credited with service with the Company and its predecessors for purposes of eligibility and vesting under any employee benefit plan or a Subsidiary program (other than stock option or other equity incentive plans that Parent may implement from time to time) established or maintained by Parent for the benefit of the Company Continuing Employees, (as well as service with any predecessor employer of the Company or any Subsidiary of the Company ii) cause its health and welfare plans to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, waive any pre-existing condition limitation, exclusions, actively-at-work requirements exclusions (to the extent such exclusion was waived under applicable health and waiting periods under any Parent Plan welfare plans offered to the Continuing Employees by the Company) in which the respect of Continuing Employees (and their eligible dependentsbeneficiaries and dependants) will and (iii) grant full credit to Continuing Employees (and their beneficiaries and dependants) for contributions, deductibles, co-payments and other attributes of participation in the Company’s health and welfare plans prior to Closing; provided, however, that if such insurance is not readily available on commercially reasonable terms, the Company shall be eligible required to participate from and after the Effective Time, except obtain only such insurance as is readily available on reasonable terms. Except to the extent that such pre-existing condition limitationotherwise agreed to with an affected employee, exclusions, actively-at work requirements and waiting periods would have been applicable the Surviving Corporation shall honor its obligations under the comparable Company COC Letters. Nothing in this Section 5.9 shall be construed to entitle any Continuing Employee Plan immediately prior to the Effective Time. “continue his or her employment with Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) or any of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)its subsidiaries.

Employee Benefits Matters. (ai) Until the end Buyer may, but shall not be obligated to, offer employment or engagement to any or all of the calendar year employees and independent contractors of Sellers and Sellers undertakes and agree to use commercially reasonable efforts to effect retention of such employees and independent contractors designated in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide writing by Buyer. Any employment offered by Buyer to employees of Sellers will be “at will” and may be terminated by Buyer or by an employee at any time for any reason (subject to any written commitments to the Company who are employed contrary made by Buyer and an employee, and applicable state and federal laws governing employment). Nothing in this Agreement shall be deemed to prevent or restrict in any way the Company right of Buyer to terminate, reassign, promote or demote any Subsidiary of the Company immediately employees of Sellers 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. (ii) Sellers shall hold Buyer harmless from and against all claims and continue to be responsible for and will discharge all obligations to Sellers’ employees and/or independent contractors, including under all Employee Benefit Plans, those as a result of any termination of such employees and/or independent contractors, and termination of all Employee Benefit Plans on or prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonClosing Date, including, including but not limited to, severance pay, termination pay, notice of termination, damages for dismissal without serious cause, a termination claim for reinstatement and any and all benefits or claims, including, without causelimitation, wages, payroll related Liabilities, vacation pay, overtime pay, pension/retirement benefits (statutory or otherwise) and bonus entitlement, accrued up to and including the close of business on the Closing Date (iicollectively, the “Employment Obligations”). For the avoidance of doubt, Buyer will not assume or continue, or have any responsibility or liability to any employee or independent contractor of Sellers (whether or not such employee or independent contactor becomes an employee of Buyer) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time under or with respect to, any Employee Benefit Plans of Sellers pursuant to the Company Employee Plans which have been provided or made available to the Parentthis Agreement. (biii) If the Company’s 401(k) plan is terminated prior Buyer shall offer employment to the Effective Time pursuant certain of Sellers’ employees to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the avoid a “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Planplant closing” or “Parent Plans,mass layoff” respectively)under the WARN Act.

Employee Benefits Matters. (a) Until All Company employees shall continue on their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the end of United States. Parent shall provide the calendar year Company's employees with health, welfare and other employee benefits (it being understood that equity incentive plans are not considered employee benefits) that in which the Closing occursaggregate are substantially equivalent to those provided to Parent's employees in similar functions and positions. Pending such action, Parent shall or shall cause its Subsidiaries to provide to employees maintain the effectiveness of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentCompany's benefit plans. (b) If Simultaneously with the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11execution of this Agreement, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code has entered into an employment agreement (the “Parent 401(k"Employment Agreement") Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Planwith Xxxx -------------------- Xxxxxxxx. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Prior to the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary shall in good faith attempt to obtain the requisite stockholder approval under Section 280G(b)(5) of the CompanyCode of any payments or benefits that could be considered "excess parachute payments" within the meaning of Section 280G of the Code and shall require all "disqualified individuals" within the meaning of Section 280G of the Code to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected contemplated in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Proposed Treasury Regulations promulgated thereunder. (d) To The Company agrees to adopt resolutions to terminate its 401(k) plan (the extent permitted "401(k) Plan") immediately prior to the Closing Date, ----------- unless the Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with written notice of such election before the Effective Time. Unless the Parent provides such notice to the Company, the Parent shall receive from the Company evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date. (e) The Company and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent 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 Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing. (f) With respect to all stock purchase, stock option and stock award agreements (including any restricted stock, stock purchase, stock option or stock award agreements under the applicable Parent PlanCompany Stock Plans) between the Company and any current or former employee, Parent will waivedirector, consultant or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after founder effective as of the Effective Time, except the Company shall assign to the extent that Parent (or to such pre-existing condition limitationother entity as Parent shall designate) any and all rights of repurchase under each such agreement, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior such assignment to be effective as of the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which Buyer shall and shall cause Lilien Corp. or its successor to (i) continue to employ following the Closing occursthose employees mutually agreed to prior to the Closing Date, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are were employed by the Company Lilien or any Subsidiary of the Company Lilien Corp. immediately prior to the Effective Time Closing (the “Lilien Continuing Employees”): ), and (iii), during the period commencing at on the Closing Date and ending on December 31, 2013 (or if earlier, the date of the employee’s termination of employment by Lilien Corp. or its successor), provide such Lilien Continuing Employees with: (A) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is wages which are no less favorable than the base salary or hourly wage rates wages provided by Lilien or Lilien Corp. immediately prior to the Closing; (B) bonus and incentive compensation profit sharing opportunities as in effect on and targets which are no less than the date of this Agreement bonus and profit sharing opportunities and targets provided by Lilien or Lilien Corp. immediately prior to the Closing; (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonC) retirement, including, but not limited to, a termination without cause) health and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those provided by Lilien and Lilien Corp. immediately prior to the Closing; and (D) severance benefits that are no less favorable than the practice, plan or policy in effect for such Lilien Continuing Employees Employee immediately before the Effective Time pursuant prior to the Company Employee Plans which have been provided or made available to the ParentClosing. (b) If the Company’s 401(kWith respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively, “Buyer Benefit Plans”) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each in which any Lilien Continuing Employee Employees will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) effective as of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective TimeClosing, Parent willBuyer shall, or will shall cause the Surviving Corporation Lilien or its successor to, recognize all service of such the Lilien Continuing Employee Employees with the Company Lilien or a Subsidiary of the CompanyLilien Corp., as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (be as well as if such service were with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the CompanyBuyer, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing vesting and subsequent plan years and vacation and severance accrual eligibility purposes (but not for accrual purposes under any defined benefit plan) in any Parent Buyer Benefit Plan or other material benefit arrangements in which such Lilien Continuing Employees may be eligible to participate (in each case except after the Closing Date; provided, however, such service shall not be recognized to the extent that such service credit recognition would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)benefits. (dc) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to This Section 7.05 shall be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements binding upon and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except inure solely to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all each of the above being hereinafter individually parties to this Agreement, and nothing in this Section 7.05, express or collectively referred implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.05. Nothing contained herein, express or implied, shall be construed to as “Parent Plan” establish, amend or “Parent Plans,” respectively)modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 7.05 shall not create any right in any employee or any other Person to any continued employment with Lilien or its successor, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who shall continue in their existing benefit plans until such time as, in Parent's sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates' employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent's benefits programs, as are employed by the Company or any Subsidiary necessary to allow eligible employees of the Company immediately prior to participate in the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) health, welfare and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date other benefit programs of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement alternative benefits that are no less favorable programs in the aggregate than that are substantially equivalent to those applicable to employees of Parent in effect for similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such Continuing Employees immediately before action, Parent shall maintain the Effective Time pursuant effectiveness of the Company's benefit plans to the Company Employee Plans which have been provided or made available to the Parentextent permitted by such benefit plans. (b) If the Company’s 401(k) plan is terminated prior Prior to the Effective Time pursuant Time, the Company shall take all necessary actions to Section 6.11, at solicit the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified requisite stockholder approval under Section 401(k280G(b)(5) of the Code of any payments or benefits that could be considered "excess parachute payments" within the meaning of Section 280G of the Code with respect to all "disqualified individuals" within the meaning of Section 280G of the Code that have agreed (prior to the “solicitation of stockholder approval of the Merger) to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Proposed Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its stockholders approve any such excess parachute payments, neither Parent 401(k) Plan”). Parent nor the Surviving Corporation shall take all steps reasonably necessary have any responsibility or liability with respect to permit each Continuing Employee who has an outstanding loan under any excise taxes owed by the Company’s 401(k) plan to roll over recipients of any such loan into an account under the Parent 401(k) Planpayments. (c) To By giving the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Company written notice not less than three business days prior to the Effective TimeClosing Date, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with may request that the Company or a Subsidiary take all necessary corporate action to terminate its 401(k) plan (the "401(k) Plan") effective as of the date immediately prior to the Closing Date, but contingent on the Closing. If Parent provides such notice to the Company, as the case may be, to the extent recognized by Parent shall receive from the Company or a Subsidiary evidence that the Company's Board of Directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective as of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of date immediately preceding the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Date. (d) To the extent permitted With respect to all stock purchase, stock option and stock award agreements (including any restricted stock, stock purchase, stock option or stock award agreement under the applicable Parent Stock Plan) between the Company and any current or former employee, Parent will waivedirector, consultant or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after founder effective as of the Effective Time, except any and all rights of repurchase under each such agreement shall be assigned to Parent (or to such other entity as Parent shall designate) by virtue of the extent that Merger and without any further action on the part of the Company, such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior assignment to be effective as of the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end As of the calendar year in which the Closing occursEffective Time, Parent shall make available or shall cause its Subsidiaries to provide be made available to employees each individual who was an employee of Reliant immediately before the Effective Time and who is an employee of the Company who are employed by Reliant Surviving LLC or Parent immediately after the Company or any Subsidiary of Effective Time (a "Transferred Employee") health, prescription drug, long-term disability, short-term disability, life insurance and dental benefits not substantially less favorable to the Company Transferred Employees as in effect immediately prior to the Effective Time Time; provided, that nothing herein shall prevent Parent from terminating the employment of any such employee or modifying or terminating such plans from time to time. Such benefits may be provided by Parent, at its option, through Reliant Plans maintained by Parent (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonits ERISA Affiliates, including, but without limitation, Reliant Surviving LLC), or through Alkermes Plans providing such benefits. Thereafter, with respect to such benefits, Parent and its ERISA Affiliates (including without limitation the Reliant Surviving LLC) shall not limited to, a termination without cause) discriminate against Transferred Employees in relation to similarly situated employees of Parent and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentits ERISA Affiliates by reason of their status as Transferred Employees. (b) If To the Company’s 401(kextent that Parent elects to provide the benefits described in Section 5.15(a) plan is terminated to Transferred Employees through Alkermes Plans providing such benefits (a "Replacement Plan"), Parent shall take appropriate action to waive any waiting period, pre-existing condition or requirement for evidence of insurability otherwise imposed under any such Alkermes Plan with respect to any Transferred Employee who was covered by a Reliant Plan providing similar benefits prior to the Effective Time Time. To the extent the benefits described in Section 5.15(a) for Transferred Employees are provided pursuant to Section 6.11a Replacement Plan at any time other than during a general open enrollment applicable to all employees of Alkermes, Parent and Reliant Surviving LLC, Parent (i) shall treat Reliant employees who are not then actively at the Effective Time each Continuing Employee will be eligible to participate work in the Parent plan same manner as similarly-situated Alkermes employees for purposes of applying any actively-at-work requirements, and (ii) shall give credit under such Replacement Plan to all Transferred Employees and their covered dependents for all deductibles, co-pays and out-of-pocket expense limitations incurred by the Transferred Employees and their covered dependents under the Reliant Plans; provided, that Alkermes shall give such credit only to the extent that Reliant (through its third-party administrator or otherwise) first provides Alkermes with evidence of the year-to-date deductibles paid and out-of-pocket expenses incurred by such Transferred Employees and their covered dependents under the Reliant Plans. If Reliant cannot provide such evidence in a manner that is intended acceptable to be qualified under Section 401(k) Alkermes, Alkermes shall give such credit only to the extent that a Transferred Employee submits an explanation of benefits form which clearly indicates the Code (year-to-date deductibles paid and out-of-pocket expenses incurred by the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Transferred Employee who has an outstanding loan and his covered dependents under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Reliant Plan. (c) To Parent shall not reduce the extent that any Continuing Employee becomes a participant in any Parent Plan accrued vacation and sick or other material benefit arrangements after paid leave of each Transferred Employee under Reliant Plans as of the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To Parent and Reliant Surviving LLC will take all steps necessary to merge the extent permitted under 401(k) plan maintained by Reliant (the applicable "Reliant 401(k) Plan") with and into the 401(k) plan maintained by Alkermes or Parent (the "Parent 401(k) Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents") will be eligible to participate from and as soon as practicable after the Effective Time, except . No contributions attributable to periods after the Effective Time shall be made to the extent that such pre-existing condition limitationReliant 401(k) Plan. Parent shall take appropriate steps to permit immediate participation in the Parent 401(k) Plan immediately following the Effective Time by Transferred Employees who, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained were participants in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectivelyReliant 401(k).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) From and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on after the date of this Agreement until the Closing Date, except as otherwise required by applicable Law, the parties shall consult one another and mutually agree before distributing any communications to any Employee of the Business whether relating to employee benefits, post-Closing terms of employment or otherwise. Except as otherwise required by applicable Law, each party shall provide the other party with advance copies of, and a reasonable opportunity to comment on, all such communications. Seller shall, from the date of this Agreement until the Closing Date, provide all reasonable assistance to Buyer or its Affiliates in facilitating access to the Employees of the Business and, to the extent applicable, their appropriate representatives. (provided that Parent a) To the extent permitted by applicable Law, as of the date of this Agreement, Seller shall provide Buyer with a list on Schedule 8.01(b) containing an identification number together with full and accurate details of the date of hire, position, location, and base salary, wage rate and bonus opportunity, as applicable, of each individual identified by Seller as expected to be an Employee of the Business, and Seller shall update such information periodically prior to the Closing Date to reflect new hires, leaves of absence and employment terminations, changes in base salary, wage rate or bonus opportunity and any Subsidiary other material changes thereto and provide copies of Parent may terminate such updated lists and information to Buyer. To the extent permitted by applicable Law, Seller shall use commercially reasonable efforts to deliver to Buyer and its Affiliates all personnel records relating to Transferred Employees at the Closing, and will deliver any Continuing Employee during remaining such period for any reason, includingpersonnel records to Buyer and its Affiliates as soon as practicable thereafter, but not limited to, a termination without causein no event later than ten (10) and (ii) welfare and retirement benefits that are no less favorable in business days following the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the ParentClosing Date. (b) If In the Company’s 401(k) plan is terminated event the employment of an Employee of the Business does not automatically transfer to Buyer or its Affiliates upon the occurrence of the Closing by operation of Law or pursuant to the transfer of the Transferred Equity Interests to Buyer, not less than 10 business days prior to the Effective Time pursuant to Section 6.11Closing, Buyer or one of its Affiliates will offer employment, effective at 12:01 a.m., local time, on the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code Closing Date (the “Parent 401(k) PlanTransfer Time”), to such Employee of the Business in accordance with this Agreement. Parent Offers pursuant to this Section 8.01(c) shall take (i) be for a comparable position at the same or a nearby geographic work location, in each case, to those as of the Closing Date, (ii) be sufficient to avoid statutory, contractual, common Law or other severance obligations, (iii) contain such restrictive covenants regarding the protection of confidential information, non-competition and non-solicitation of customers and employees as Buyer shall determine in its reasonable discretion, subject to applicable Law, and (iv) otherwise comply in all steps reasonably necessary material respects with applicable Law (including with respect to permit each Continuing compensation and benefits). With respect to any individual who would otherwise be an Employee of the Business to whom Buyer or one of its Affiliates would be required to make an offer of employment pursuant to this Section 8.01(c), but who, as of the Closing Date, is on short-term disability or long-term disability leave (each, an “Inactive Employee”), such individual shall become an Employee of the Business upon return to work with Seller and its Affiliates, and Buyer shall offer employment to such individual on the earliest practicable date following such return and otherwise on terms and conditions consistent with this Section 8.01; provided that such employee returns to work within 180 days following the Closing Date or such later time as required by applicable Law upon presenting himself or herself for duty to the Business. Seller shall promptly notify Buyer of the occurrence and end of any such leave of absence. In the case of any Inactive Employee who has an outstanding loan under becomes a Transferred Employee following the Company’s 401(kClosing Date, all references in this Agreement to (A) plan the Closing Date shall be deemed to roll over be references to the date on which such loan into an account under individual becomes a Transferred Employee and (B) the Parent 401(k) PlanTransfer Time shall be deemed to be references to 12:01 a.m., local time, on the date that such individual becomes a Transferred Employee. (c) Seller and Buyer intend that the Transactions should not constitute a separation, termination or severance of employment of any Employee of the Business prior to or upon the occurrence of the Transfer Time, including for purposes of any Business Employee Benefit Plan that provides for separation, termination or severance benefits, and that such employee will have continuous and uninterrupted employment immediately before and immediately after the Transfer Time, and Seller and Buyer shall, and shall cause their respective Affiliates to, comply with any requirements under applicable Law to ensure the same. To the extent that any Continuing Employee becomes a participant in any Parent Plan Seller or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, its Affiliates terminates effective as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes Date (but not for accrual purposes under or such later date required by applicable Law) the employment of any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms Employee of the plan). (dBusiness to whom Buyer or its Affiliates makes an offer of employment pursuant to Section 8.01(c) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred Business rejects such offer of employment and does not become a Transferred Employee on the Closing Date, Buyer and its Affiliates shall indemnify Seller and its Affiliates for the severance payments set forth on Schedule 8.01(d) paid to as “Parent Plan” or “Parent Plans,” respectively)such Employee of the Business by Seller and its Affiliates.

Employee Benefits Matters. (a) Until For a period commencing at the end Effective Time through December 31, 2021 (or, if earlier, the date of termination of the calendar year in which relevant employee) (the Closing occurs“Continuation Period”), Parent shall provide, or shall cause its Subsidiaries to provide be provided, to employees each employee of any of the Company who are employed by the Company or any Subsidiary Acquired Companies as of the Company immediately prior to the Effective Time (the each, a “Continuing EmployeesEmployee”): ), (i) a base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than rate at least equivalent to the base salary or hourly wage rates and incentive compensation opportunities rate in effect for such Continuing Employee immediately prior to the Closing, (ii) a target bonus opportunity that is at least equivalent to such Continuing Employee’s target bonus opportunity as in effect on for fiscal year 2020 (which may be settled in cash, equity or a combination thereof as determined by Parent in its sole discretion), (iii) employee benefits substantially comparable to either, as determined by Parent in its sole discretion, the date respective levels as in effect under the Company Plans (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) immediately prior to the Closing or the employee benefits (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) made available to similarly situated employees of this Agreement (provided that Parent or any Subsidiary of Parent may terminate its Subsidiaries from time to time, and (iv) with respect to any Continuing Employee during such period for any reason, including, whose employment is terminated by Parent or the Surviving Corporation (but not limited toincluding any Continuing Employee who has entered into an individualized agreement providing for severance benefits upon a qualifying termination of employment), a termination without cause) and (ii) welfare and retirement severance benefits that are no less favorable than the severance benefits set forth in Section 5.6(a) of the aggregate than those Company Disclosure Letter, taking into account all service with the Company in effect for determining the amount of severance benefits payable, subject to such Continuing Employees immediately before Employee’s execution of a general release of claims in favor of the Effective Time pursuant Parent and its Affiliates in a form reasonably acceptable to the Company Employee Plans which have been provided or made available to the ParentParent that becomes effective and non-revocable within sixty (60) days following such termination. (b) If Parent hereby acknowledges that a “change in control” (or similar phrase) within the Company’s 401(k) plan is terminated prior to meaning of the Effective Time pursuant to Section 6.11, Company Plans will occur at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanTime. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Following the Effective Time, Parent will, or will shall use reasonable best efforts to cause the Surviving Corporation to, recognize all service of such each Continuing Employee to be provided full credit for prior service with the Company or a Subsidiary its Subsidiaries as was credited under similar or comparable Company Plans for purposes of the Company(i) eligibility and vesting under any Parent Plans (other than any equity-incentive plans), as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for eligibility or benefit accrual purposes under any defined benefit planplan or non-qualified deferred compensation plan of any of the Parent Companies or for purposes of determining eligibility for retiree health and welfare benefits, and (ii) in determination of benefit levels under any Parent Plan or other material benefit arrangements policy of general application relating to vacation or, following the Continuation Period, severance, in which such Continuing Employees may be eligible to participate (in each either case except to the extent the Continuing Employees is eligible to participate, as determined by Parent in its sole discretion, but except: (x) where such service credit would result in a duplication of benefits in any benefits; (y) to the extent that such plan service was not recognized under the corresponding Company Plan immediately prior to Closing; or where (z) to the extent that such crediting service is not permitted by the terms recognized under such Parent Plan for other similarly situated employees of the plan). (d) To the extent permitted under the applicable Parent Planand its Affiliates. In addition, Parent will shall use reasonable best efforts to: (A) waive, or cause to be waived, any limitations on benefits relating to pre-existing condition limitation, exclusionsconditions, actively-at-work requirements, waiting periods and similar exclusions, to the same extent such limitations, exclusions and requirements would not have been applicable to such Continuing Employee and his or her covered dependents under the terms of any comparable medical and dental plan of the Acquired Companies; and (B) cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the similar or comparable Company Plans to be taken into account for purposes of satisfying all deductibles, co-payments, maximum out-of-pocket requirements and waiting periods under any similar expenses applicable to such Continuing Employee and his or her covered dependents for the applicable similar or comparable Parent Plan during the calendar year in which the Closing Date occurs. (d) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific employee benefit plans, to permit the rollover of plan benefits into, or participation in, a Parent benefit plan or to continue the employment of any specific individual. The provisions of this Section 5.6 are for the sole benefit of the parties and nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an amendment to any of the compensation and benefits plans maintained for or provided to Continuing Employees prior to or following the Effective Time, (and ii) impede or limit Parent, the Company or the Surviving Corporation or any of their eligible dependentsrespective Affiliates from amending or terminating any Company Plan following the Effective Time or (iii) will be eligible confer upon or give to participate from and any Person (including for the avoidance of doubt any current or former employees, labor unions, directors or independent contractors of any of the Acquired Companies or, on or after the Effective Time, except the Surviving Corporation or any of its Subsidiaries), other than the parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement. (e) Upon Parent’s reasonable request from time to time prior to Closing, the Company shall, a reasonable period of time following receipt of such request (but in no event more than ten (10) Business days following such request), provide Parent with the then-most recent calculations and reasonable back-up information relating to Sections 280G and 4999 of the Code relating to the extent that such preMerger, including any non-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)compete valuations.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occursIf so directed by Parent, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately Board, at least five (5) business days prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) Time, will adopt resolutions terminating any and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee all Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the Effective Time. The Company shall make available to Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries, as applicable. The Company also shall take such other actions in furtherance of terminating any such 401(k) plans as may be necessary. Immediately prior to such termination, the Company will make (or cause to be made) all necessary payments to fund the “Parent contributions (i) necessary or required to maintain the tax qualified status of any such 401(k) Plan”). Parent shall take all steps reasonably necessary , (ii) for elective deferrals made pursuant to permit each Continuing Employee who has an outstanding loan under the Company’s any such 401(k) plan Plan for the period prior to roll over termination, and (iii) for employer matching contributions (if any) required pursuant to such loan into an account under the Parent 401(k) PlanPlan for the period prior to termination. (b) Nothing in this Agreement shall (x) create any Third Party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any persons in respect of any benefits that may be provided, directly or indirectly, under any Plan of the Company prior to the Effective Time, or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time). (c) To The Company will consult with Parent (and consider in good faith the extent that advice of Parent) prior to sending any Continuing Employee becomes a participant in any Parent Plan material notices or other material benefit arrangements after communication materials to its employees regarding the Effective Timematters described in this Section 6.4, Parent will, and any other matters relating to the entry into of this Agreement or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary effects of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Merger. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until At the end REIT Merger Effective Time, Parent shall cause the Surviving Entity to assume in accordance with their terms the Company’s obligations under all employment, severance and termination plans, arrangements, programs, policies, and agreements (including change-in-control provisions) of employees or independent contractors of the calendar year Company and its Subsidiaries, in which each case that are expressly set forth in Sections 4.12 or 4.13 of the Company Disclosure Schedule (without giving effect to the proviso set forth in the definition of Company Disclosure Schedule) and that exist immediately prior to the execution of this Agreement. (b) For a period of not less than twelve (12) months after the Closing occursDate, for each employee of the Company or any of its Subsidiaries who was employed on the Closing Date and remains an employee of the Surviving Entity or its successors or assigns or any of their subsidiaries (collectively, the “Continuing Employees”), Parent shall or shall cause its Subsidiaries the Surviving Entity to provide compensation and, to employees the extent set forth in Section 4.12 of the Company who are employed by the Company or any Subsidiary of the Company immediately prior Disclosure Schedule (without giving effect to the Effective Time provision set forth in the definition of Company Disclosure Schedule) benefits (including 401(k), group health, life, disability, and severance plans, but excluding equity compensation or promoted interests or comparable forms of compensation) substantially similar in the “aggregate to such Continuing Employees”): (i) base salary Employee and the employee’s dependents and beneficiaries, as appropriate, as Parent or hourly wage rates (as applicable) and incentive compensation opportunities its Subsidiaries provides to its similarly situated other employees; provided, however, that nothing contained in an amount that is no less favorable than this Section 7.05 or elsewhere in the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary including Section 10.08 hereof) shall be construed to prevent, from and after the REIT Merger Effective Time, the termination of Parent may terminate employment of any Continuing Employee during such period for or the amendment or termination of any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the particular Company Employee Plans which have been provided or made available Benefit Plan in accordance with its terms. To the extent a Continuing Employee becomes eligible to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11participate in a Parent Plan, at the Effective Time each such Continuing Employee will be eligible credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date for purposes of vesting and eligibility (but not accrual of benefits) under such Parent Plan to participate the same extent as such employee was entitled, before the Closing Date, to credit for such service under the respective Company Employee Benefit Plan (except to the extent such credit would result in the Parent plan that is intended to be qualified under Section 401(k) duplication of the Code (the “Parent 401(k) Plan”benefits). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To Parent shall (or shall cause the extent that Surviving Entity to) (i) waive any preexisting condition limitations otherwise applicable to the Continuing Employee becomes a participant in Employees and their eligible dependents under any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements that provides health benefits in which such the Continuing Employees may be eligible to participate following the Closing Date, other than any limitations that were in effect with respect to such Continuing Employees as of the Closing Date under the analogous Company Employee Benefit Plan, (ii) credit any amount paid with respect to any deductible, co-payment and out-of-pocket maximums incurred by the Continuing Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing Date during the portion of the calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans in which they are eligible to participate after the Closing Date in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee and his or her eligible dependents on or after the Closing Date, in each case except to the extent such service credit would result in a duplication of benefits in Continuing Employee or eligible dependent had satisfied any such plan similar limitation or where such crediting is not permitted by requirement under an analogous Company Employee Benefit Plan prior to the terms of the plan)Closing Date. (d) To Prior to the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the REIT Merger Effective Time, except the Company Board shall take such actions as are necessary to terminate the extent that such pre-existing condition limitationCompany’s Deferred Compensation Plans. Such action shall be contingent upon, exclusionsand effective as of, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the REIT Merger Effective Time. “Parent At the REIT Merger Effective Time, employees shall be paid the balance of their accounts upon termination of the Company’s Deferred Compensation Plans” means all “employee . (e) The provisions of this Section 7.05 shall survive the Closing and are for the sole benefit plans,” as defined in Section 3(3) of ERISAthe parties to this Agreement and nothing herein, maintained in expressed or implied, is intended or shall be construed to confer upon or to give to any Person other than the United States parties hereto and their respective permitted successors and assigns any legal or equitable or other rights or remedies (with respect to the locations at which the Continuing Employees are employed matters provided for in this Section 7.05) under or by reason of any provision of this Agreement (all of the above being hereinafter individually including Section 10.08 hereof). Nothing in this Section 7.05 is intended as or collectively referred shall be construed to as “Parent be an amendment to any Company Employee Benefit Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount agrees that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except Parent shall cause the Surviving Corporation to honor in accordance with their terms the employment contracts of the Company set forth in Section 7.05 of the Disclosure Schedule. Employees of the Surviving Corporation and its subsidiaries will be provided with employee benefits that are in the aggregate no less favorable than those employee benefits that are provided to similarly situated employees of Parent and its subsidiaries. Employees of the Company or any Subsidiary shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals, determination of levels of benefits or any other purposes) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary to the same extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable service was taken into account for such purposes under the comparable Company Employee Plan immediately Plans 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. “Notwithstanding the foregoing, nothing in this Section 7.05 nor any other provision of this Agreement shall limit the ability or right of the Parent Plans” means or the Surviving Corporation and their subsidiaries to terminate the employment of any of their respective employees after the Effective Time or to terminate or amend any Plan. Prior to the Effective 84 Time, if requested by Parent, the Company shall terminate the Company's Code Section 401(k) plan (the "Company 401(k) Plan") in accordance with all “employee benefit plans,” as defined in Section 3(3) provisions of ERISAapplicable law, maintained and each participant in the United States with respect Company 401(k) Plan shall have the right to receive a distribution of such participant's account balance in the locations at which Company 401(k) Plan (subject to, and in accordance with, the Continuing Employees are employed (all provisions of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectivelyplan and applicable law).

Employee Benefits Matters. (a) Until If so directed by Parent in writing at least ten (10) days prior to the end Effective Time, the Company Board will adopt (and will cause any other sponsor of the calendar year applicable Company Benefit Plan to adopt), at least five (5) business days prior to the Effective Time, resolutions terminating any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in which Section 414(b) of the Closing occursCode) or group of trades or businesses under common control (as defined in Section 414(c) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries or any other applicable Company Benefit Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. (b) Without limiting any additional rights that any Continuing Employee may have under any Company Benefit Plan and subject to Section 6.3(d), Parent shall cause the Surviving Corporation and each of its applicable subsidiaries, for the period commencing at the Effective Time and ending on the first anniversary thereof, to maintain for any Continuing Employee during his or shall cause its Subsidiaries her employment (i) cash compensation levels (such term to provide include salary and wages, target short-term cash bonus opportunities and commission formulas but to employees of exclude long-term cash compensation, any equity or equity-based compensation and severance, separation or change-in-control benefits or features) that are in the Company who are employed by aggregate no less favorable than the Company or any Subsidiary of the Company cash compensation levels provided to such Continuing Employee immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) employee benefits (other than equity or equity-based benefits, defined benefit pension, retiree welfare and retirement benefits or nonqualified deferred compensation) that are no less favorable substantially comparable in the aggregate than those to such employee benefits provided to such Continuing Employee immediately prior to the Effective Time. (c) For purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting or other benefits under any equity incentive plan) under any employee benefits provided to similarly-situated employees (such benefits, the “Parent Plans”), Parent will credit each Continuing Employee with his or her years of service with the Company before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in effect which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Parent Plan provider, us commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such Continuing Employees Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Company Benefit Plans in which such Continuing Employee participated immediately before prior to the Effective Time, and (iii) for the plan year in which the Effective Time pursuant to occurs, the Company crediting of each Continuing Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated with any co-payments and deductibles paid prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the satisfying any applicable deductible or out-of-pocket requirements under any Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (cd) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or and Parent will cause the Surviving Corporation to, recognize all service of such Continuing Employee honor, in accordance with their terms the Company or a Subsidiary executive agreements listed on Section 6.3(d) of the Company, as Disclosure Schedule following the case may be, to the extent recognized by the Company Effective Time. (e) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or a Subsidiary of the Company former employee (as well as including any beneficiary or dependent thereof) or service with provider or former service provider (including any predecessor employer beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Company Benefit Plan of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. “Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) or any of ERISA, maintained in its subsidiaries (including any Company Benefit Plan of the United States with respect Company prior to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectivelyEffective Time).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs, as are employed by the Company or any Subsidiary necessary to allow eligible employees of the Company immediately prior to participate in the Effective Time health, welfare, retirement and other benefit programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the “Continuing Employees”): effectiveness of the Company’s benefit plans. Following the transition to Parent’s benefit plans, all employees of the Company shall receive compensation and benefits (iother than equity compensation) base salary or hourly wage rates (as applicable) and incentive compensation opportunities that are, in an amount that is the aggregate, no less favorable than those afforded to similarly-situated employees of Parent, subject to the base salary terms and conditions of Parent’s relevant benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or hourly wage rates differential benefits based on continuous length of service in any of Parent’s benefit plans or programs for which employees of the Company may be eligible on or after the Effective Time, all continuous service with the Company of such employees will apply towards establishing (a) waiting periods for participation in such Parent benefit plans or programs related to health, welfare and incentive compensation opportunities as in effect on the date of this Agreement retirement, (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonb) vacation eligibility and accrual, including, but not limited to, a termination without cause) and (iic) welfare and vesting under retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentplans. (b) If Simultaneously with the Company’s 401(kexecution of this Agreement, Parent has entered into non-solicitation and non-competition agreements (collectively, the “Non-Compete Agreements”, and, individually, a “Non-Compete Agreement”) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time with each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanPrincipal Shareholder, Xxxxxxxx Xxxxx and Xxx Xxxxxx. (c) To Simultaneously with the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timeexecution of this Agreement, Parent will, or will cause has entered into a consulting agreement (the Surviving Corporation to, recognize all service of such Continuing Employee “Consulting Agreement”) with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Principal Shareholder. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company shall use commercially reasonable efforts to obtain the requisite shareholder approval under Section 280G(b)(5) of the Code of any payments or benefits that are “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “disqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the extent shareholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its shareholders approve any such pre-existing condition limitationexcess parachute payments, exclusionsneither Parent nor the Surviving Corporation shall have any responsibility or liability with respect to any excise taxes owed by the recipients of any such payments. (e) The Company and, actively-at work requirements as applicable, its ERISA Affiliates each agree to terminate any and waiting periods would have been applicable under the comparable Company Employee Plan all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent shall receive from the Effective Time. “Parent Plans” means all “employee benefit Company evidence that the plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all programs or arrangements of the above being hereinafter individually or collectively referred Company and, as applicable, each ERISA Affiliate have been terminated pursuant to resolutions adopted by of each such entity’s Board of Directors (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as “Parent Plan” or “Parent Plans,” respectively)of the day immediately preceding the Closing Date but contingent on the Closing.

Employee Benefits Matters. (a) Until the end Schedule II contains a complete and accurate list of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates all Employee Benefit Plans (as applicable) and incentive compensation opportunities in an amount that such term is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and any other employee benefit arrangements or payroll practices, including, without limitation, employment agreements, severance agreements, board of directors and executive compensation arrangements, incentive programs or arrangements, sick leave, severance pay policies, plant closing benefits, salary continuation for disability, consulting or other compensation arrangements, workers' compensation, retirement, deferred compensation, bonus, stock purchase, hospitalization, medical insurance, life insurance, tuition reimbursement or scholarship programs, any plans providing benefits or payments in the event of a change of control, change in ownership, or sale of a substantial portion (including all or substantially all) of the assets of the Company, maintained by the Company or to which the Company has contributed or is or was obligated to make payments, in each case with respect to any employees (or, if the United States Company has any existing liability, former employees) of the Company (hereinafter, the "EMPLOYEE BENEFIT PLANS"). All Employee Benefit Plans which constitute Employee Pension Benefit Plans (as defined in Section 3(2) of ERISA)(hereinafter, the "EMPLOYEE PENSION PLANS") are separately listed in Schedule II hereto, and those Employee Pension Plans which are intended to qualify under Section 401 of the Code are clearly identified as such. The Company does not (b) Except as set forth in Schedule II hereto: (i) the Employee Pension Plans which are intended to qualify under Section 401 of the Code are so qualified and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and nothing has occurred with respect to the locations at operation of such plans which could cause the Continuing Employees are employed loss of such qualification or exemption or the imposition of any material liability, lien, penalty, or tax under ERISA or the Code; (all ii) true, correct and complete copies of the above being hereinafter individually following documents, with respect to each of the Employee Benefit Plans will be provided by the Company to the Purchaser when available: (A) all plan documents, including trust agreements, insurance policies and service agreements and amendments thereto, (B) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (C) the last Internal Revenue Service determination letter, (D) summary plan descriptions, (E) the most recent actuarial report and those for the prior three years (if applicable), and (F) written descriptions of all non-written agreements relating to any such plan; (iii) there are no material pending claims or collectively referred lawsuits which have been asserted or instituted by or against the Employee Benefit Plans, against the assets of any of the trusts under such plans or by or against the plan sponsor, plan administrator, or any fiduciary of the Employee Benefit Plans (other than routine benefit claims) nor does the Company or the Parent have knowledge of facts which could form the basis for any such claim or lawsuit; (iv) the Employee Benefit Plans have been maintained in all material respects in accordance with their plan documents, if required under ERISA, and with all provisions of the Code and ERISA (including rules and regulations thereunder and including the reporting and disclosure requirements thereof) and other applicable law. Neither the Company, the Parent nor any "party in interest" or "disqualified person" with respect to as “Parent Plan” the Employee Benefits Plans has engaged in a "prohibited transaction" within the meaning of Section 4975 of the Code or “Parent Plans,” respectively).Title I, Part 4 of ERISA;

Employee Benefits Matters. (a) Until the end of the calendar year If so directed by Parent in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately writing at least ten (10) days prior to the Effective Time (initial scheduled expiration of the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonOffer, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available Board will adopt (and will cause any other sponsor of the applicable Plan to the Parent. adopt), at least five (b5) If the Company’s 401(k) plan is terminated business days prior to the Effective Time pursuant to Section 6.11initial scheduled expiration of the Offer, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is resolutions terminating any and all Plans intended to be qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code Code, effective no later than the day immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent. The form and substance of such resolutions shall be subject to the reasonable approval of Parent, and the Company shall provide Parent evidence that such resolutions have been adopted by the Company Board or the board of directors of the Company Subsidiaries or any other applicable Plan sponsor, as applicable. The Company shall take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. (b) For purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any employee benefit plan maintained by Parent or any of its subsidiaries in which the Continuing Employees participate (“Parent 401(k) PlanPlans”). , Parent shall take all steps reasonably necessary to permit will credit each Continuing Employee who has an outstanding loan under with his or her years of service with the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Company before the Effective Time, Parent will, or will cause to the Surviving Corporation to, recognize all service of same extent as such Continuing Employee with was entitled, before the Company or a Subsidiary of the Company, as the case may beEffective Time, to the extent recognized by the Company or a Subsidiary of the Company (as well as credit for such service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent similar Plan or other material benefit arrangements in which such Continuing Employees may be Employee participated or was eligible to participate (in each case except immediately prior to the Effective Time; provided that the foregoing will not apply for purposes of qualifying for subsidized early retirement benefits or to the extent such service credit that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Plan provider, cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent 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, and (iii) for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Plan. (c) Nothing in this Agreement shall (x) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) or service provider or former service provider (including any beneficiary or dependent thereof) of the Company or any Company Subsidiary in any respect, including in respect of continued employment (or resumed employment), or create any such rights in any such plan persons in respect of any benefits that may be provided, directly or where such crediting is not permitted by the terms indirectly, under any Plan or any employee or service provider program or arrangement of Parent or any of its subsidiaries (including any Plan of the planCompany prior to the Effective Time), or (y) constitute or be construed to constitute an amendment to any of the compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time. Nothing in this Agreement shall constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries (including any Plan of the Company prior to the Effective Time). (d) To If the extent permitted Company or any of the Company Subsidiaries enters into, adopts, amends, modifies or terminates any Company Arrangement, all such amounts payable under such Company Arrangement shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Parent PlanCovered Securityholder. Moreover, Parent will waivethe Company shall take all actions necessary so that, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “Expiration Date: (i) the adoption, approval, amendment or modification of each such Company Arrangement shall be approved as an employment compensation, severance or other employee benefit plans,arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d—10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d—10(d)(2) is otherwise applicable thereto as defined in Section 3(3) a result of ERISA, maintained in the United States with respect taking prior to the locations at which Expiration Date of all necessary actions by the Continuing Employees are employed (all of Company Board, the above being hereinafter individually Company Compensation Committee or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)its independent directors.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees Each employee of the Company (collectively, the “Company Employees”) who are employed by the Company remains an employee of Surviving Corporation or any Subsidiary of the Company immediately prior to the Effective Time its successors or assigns (collectively, the “Continuing Employees”): ), will be credited with his or her years of service with the Company (iand any predecessor entities thereof) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than before the base salary or hourly wage rates and incentive compensation opportunities as in effect on Closing Date under the date of this Agreement (provided that Parent or any Subsidiary parallel employee benefit plan of Parent may terminate any Continuing Employee during to the same extent as such period for any reasonemployee was entitled, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant Time, to credit for such service under the respective Company Benefit 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 Company Employee Plans which have Benefit Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been provided paid in accordance with the terms and conditions of the parallel plan, program or made available to the arrangement of Parent. (b) If As of the Company’s 401(k) plan is terminated prior Effective Time, Parent shall, with respect to the Effective Time pursuant to Section 6.11, Company Employees who become Parent employees at the Effective Time each Continuing Employee Time, continue to recognize all accrued and unused vacation days, holidays, personal, sickness and other paid time off days (including banked days) that have accrued to such employees through the Effective Time, and Parent will be eligible allow such employees to participate take their accrued vacation days, holidays and any personal and sickness days in accordance with such policies as it may adopt after the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanEffective Time. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Prior to the Effective Time, Parent willthe Company Board, or will cause the Surviving Corporation toan appropriate committee of non-employee directors thereof, recognize all service of such Continuing Employee shall adopt a resolution consistent with the Company or a Subsidiary interpretive guidance of the Company, as SEC so that the case may be, to the extent recognized disposition by the Company any officer or a Subsidiary director of the Company (as well as service with any predecessor employer who is a covered person of the Company or any Subsidiary for purposes of Section 16 of the Company to Exchange Act and the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) rules and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes regulations thereunder (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(316”) of ERISA, maintained in Company Common Share Options to acquire Company Common Shares (or Company Common Shares acquired upon the United States with respect vesting of any Company Restricted Shares) pursuant to this Agreement and the locations at which the Continuing Employees are employed (all Merger shall be an exempt transaction for purposes of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Section 16.

Employee Benefits Matters. (a) Until For a period of one year after the end of the calendar year in which the Closing occursClosing, Parent shall Buyer shall, or shall cause its Subsidiaries to provide to employees of the Company (or its successors) or another Affiliate of Buyer to, provide employees who are continue to be employed by the Company or any Company Subsidiary and employees of the Company immediately prior to the Effective Time (the “Continuing Employees”): (i) and its Subsidiaries who become employed by Buyer or any of its Affiliates with base salary or hourly wage rates (as applicable) wages, cash bonus opportunity, and incentive pension and welfare and other benefits and compensation opportunities under plans, programs and arrangements, which in an amount that is no less favorable than the aggregate will provide base salary or wages, cash bonus opportunity, and pension and welfare and other benefits and compensation to the employees in the aggregate which, taken together, are substantially comparable, in the aggregate, to the base salary or hourly wage rates wages, cash bonus opportunity, and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) pension and (ii) welfare and retirement other benefits that are no less favorable and compensation (excluding equity-based awards) provided to such employees in the aggregate than those in effect for under the Company Benefit Plans on the Agreement Date; provided, however, that (subject to compliance with the foregoing provisions of this Section 7.8(a)) nothing herein shall prevent the amendment or termination of any benefit or compensation plan, program or arrangement maintained by Buyer or its Affiliates or interfere with the right or obligation of Buyer or its Affiliate to make such Continuing Employees immediately before the Effective Time pursuant changes to such plans, programs or arrangements as are necessary to conform with applicable Legal Requirements; provided, further, that Buyer shall not be obligated to provide such substantially comparable levels of base salary or wages, cash bonus opportunities, and pension and welfare and other benefits compensation to the extent the Company Employee Plans which have been provided or made available and the Company Subsidiaries, taken as a whole, fail to the Parentperform at similar levels of profitability and productivity as they performed at Closing. (b) If Notwithstanding the Company’s 401(kforegoing, nothing contained herein shall (i) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) treated as an amendment of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent particular Company Benefit Plan or other material any employee benefit arrangements after the Effective Timeplan, Parent will, program or will cause the Surviving Corporation to, recognize all service arrangement maintained by Buyer or any of such Continuing Employee its Affiliates or (ii) (subject to compliance with the Company or a Subsidiary provisions of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company Section 7.8(a)) obligate Buyer or any Subsidiary of the Company its Affiliates to the extent service with such predecessor employer is recognized by the Company (A) maintain any particular benefit plan or such Subsidiary of the Companycompensation arrangement or (B) and reflected in retain the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)particular employee. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occursDecember 31, Parent shall 2007, Merger Co shall, or it shall cause the Surviving Corporation and its Subsidiaries to to, (i) provide to employees each employee of the Company who are employed by the Company or any Subsidiary and its Subsidiaries as of the Company Effective Time (each, an "Employee") with at least the same level of base salary that was provided to each such Employee immediately prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonTime, including, but not limited to, a termination without cause) and (ii) welfare provide the Employees with salary, employee benefits and retirement benefits annual incentive compensation opportunities that are no less favorable in the aggregate than those provided to the Employees by the Company and its Subsidiaries pursuant to the Plans set forth on Section 3.13(a) of the Company Disclosure Schedule (excluding, for this purpose, any equity-based incentives) immediately prior to the Effective Time. From and after the Effective Time, Merger Co shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms (including, without limitation, terms which provide for amendment or termination), all contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries as in effect for such Continuing Employees immediately before prior to the Effective Time pursuant that are applicable to Employees, in each case, to the extent described or referenced in Section 3.13(a) of the Company Disclosure Schedule. Subject to Section 6.06(d), nothing in this Agreement shall be deemed to be a guarantee of employment for any Employee, or to restrict the right of the Surviving Corporation to alter the terms and conditions of employment of any Employee Plans which have been provided or made available to terminate, suspend, modify or amend any Plan in accordance with its terms in effect immediately prior to the ParentEffective Time. (b) If 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 Merger Co, the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11Surviving Corporation, at the Effective Time or any of their respective Subsidiaries, under which each Continuing Employee will may be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan on or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Company, as the case may be, Time to the same extent recognized by the Company or a Subsidiary any of its Subsidiaries under comparable Plans immediately prior to the Company (as well as 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 with any predecessor employer of the Company or any Subsidiary of the Company Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. (c) With respect to the extent service with such predecessor employer is recognized welfare benefit plans, programs and arrangements maintained, sponsored or contributed to by Merger Co or the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes Surviving Corporation (but not for accrual purposes under any defined benefit plan"Purchaser Welfare Benefit Plans") in any Parent Plan or other material benefit arrangements in which such Continuing Employees an Employee may be eligible to participate on or after the Effective Time, Merger Co shall (in i) 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 case except Employee under any Purchaser Welfare Benefit Plan to the same extent waived under a comparable Plan, and (ii) provide credit to each Employee for any co-payments, deductibles and out-of-pocket expenses paid by such service credit would result in a duplication of benefits in any such Employee under the Plans during the relevant plan or where such crediting is not permitted by year, up to and including the terms of the plan)Effective Time. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from From and after the Effective Time, except Merger Co shall (i) assume and be bound by, or cause the Surviving Corporation to assume and be bound by all agreements and arrangements of the Company and its Subsidiaries, including each severance and separation pay plan, written employment, severance, retention, incentive, change in control and termination agreement or arrangement, set forth in Section 6.06(d) of the Company Disclosure Schedule and applicable to Employees at the Effective Time, and (ii) honor or cause to be honored, in accordance with their terms (including, without limitation, terms which provide for amendment or termination), all such agreements and arrangements of the Company and its Subsidiaries, in the same manner and to the same extent that the Company would be required to perform and honor such pre-existing condition limitationagreements and arrangements if the Merger had not been consummated. (e) On and after the date hereof, exclusions, actively-at work requirements and waiting no future offering periods would have been applicable will be commenced under the comparable Company's Employee Stock Purchase Plan ("ESPP"). All offering periods in progress on the date hereof shall cease, and the Company Employee Plan shall terminate the ESPP, on the NASDAQ National Market trading day immediately prior to the Effective Time. “Parent Plans” means On such date, all “employee benefit plans,” as defined in Section 3(3rights of each participating Employee then outstanding shall be deemed to be automatically exercised and each participating Employee will be credited with the number of Shares purchased for his or her account(s) of ERISA, maintained under the ESPP during such offering period. The Company Board shall send written notice that the Merger will result in the United States termination of the ESPP to all participating Employees not later than ten Business Days after the date hereof. With respect to persons participating in the ESPP on the date on which the offering period cease and the ESPP terminates (and who have not withdrawn from or otherwise ceased participation in the Plan prior to such date), accumulated contributions will be applied on such date to the purchase of Company Common Stock in accordance with the ESPP's terms (treating the date of termination as the last day of the relevant offering period). With respect to matters described in this Section 6.06(e), the Company will communicate with Merger Co prior to sending any material notices or other communication materials to its employees (and reasonably consider Merger Co's comments with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectivelythereto). (f) For the avoidance of doubt, no provision of this Section 6.06 shall create any third party beneficiary rights in any Employee (or beneficiary or dependent thereof) or shall create any right in respect of continued employment or resumed employment, and no provision of this Section 6.06 shall create any rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any contract, agreement, arrangement, policy, plan or commitment.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs, as are employed by the Company or any Subsidiary necessary to allow eligible employees of the Company immediately prior to participate in the Effective Time health, welfare, retirement and other benefit programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the “Continuing Employees”): effectiveness of the Company’s benefit plans. Following the transition to Parent’s benefit plans, all employees of the Company shall receive compensation and benefits (iother than equity compensation) base salary or hourly wage rates (as applicable) and incentive compensation opportunities that are, in an amount that is the aggregate, no less favorable than those afforded to similarly-situated employees of Parent, subject to the base salary terms and conditions of Parent’s relevant benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or hourly wage rates differential benefits based on continuous length of service in any of Parent’s benefit plans or programs for which employees of the Company may be eligible on or after the Effective Time, all continuous service of such employees will apply towards establishing (a) waiting periods for participation in such Parent benefit plans or programs related to health, welfare and incentive compensation opportunities as in effect on the date of this Agreement retirement, (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonb) vacation eligibility and accrual, including, but not limited to, a termination without cause) and (iic) welfare and vesting under retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parentplans. (b) If Simultaneously with the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11execution of this Agreement, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code has entered into employment agreements (collectively, the “Parent 401(kEmployment Agreements,” and, individually, an “Employment Agreement”) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Planwith Dxxxx Xxxxxxx, Bxxxx Xxxxxx, Bxxxxxx Xxxxx and Axxx Xxxx. (c) To Simultaneously with the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timeexecution of this Agreement, Parent willhas entered into non-solicitation and non-competition agreements (collectively, or will cause the Surviving Corporation to“Non-Solicitation Agreements”, recognize all service of such Continuing Employee and, individually, a “Non-Solicitation Agreement”) with the Company or a Subsidiary each of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)Key Employees. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company shall use commercially reasonable efforts to obtain the requisite stockholder approval under Section 280G(b)(5) of the Code of any payments or benefits that are “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “disqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the extent stockholder approval requirements of Section 280G(b)(5) of the Code, as contemplated in the Treasury Regulations promulgated thereunder. The Company further agrees that whether or not its stockholders approve any such pre-existing condition limitationexcess parachute payments, exclusionsneither Parent nor the Surviving Corporation shall have any responsibility or liability with respect to any excise taxes owed by the recipients of any such payments. (e) The Company and, actively-at work requirements as applicable, its ERISA Affiliates each agree to terminate any and waiting periods would have been applicable under the comparable Company Employee Plan all group severance, separation or salary continuation plans, programs or arrangements immediately prior to Closing. Parent shall receive from the Effective Time. “Parent Plans” means all “employee benefit Company evidence that the plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all programs or arrangements of the above being hereinafter individually or collectively referred Company and, as applicable, each ERISA Affiliate have been terminated pursuant to resolutions adopted by of each such entity’s Board of Directors (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as “Parent Plan” or “Parent Plans,” respectively)of the day immediately preceding the Closing Date but contingent on the Closing.

Employee Benefits Matters. (a) Until the end Employees of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed by the Company or any Company Subsidiary shall receive credit for purposes of eligibility to participate and vesting (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Company immediately Surviving Corporation or any of its subsidiaries for service accrued or deemed accrued prior to the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no less favorable in the aggregate than those in effect for such Continuing Employees immediately before the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary any Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the Company, as the case may be, to the extent recognized by the Company or a Subsidiary funding of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan). (d) To the extent permitted under the applicable Parent Planbenefit. In addition, Parent will Barington shall use commercially reasonable efforts to waive, or cause to be waived, any limitations on benefits relating to any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods conditions to the same extent such limitations are waived under any Parent Plan comparable plan of Barington or its subsidiaries and recognize, for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company and its subsidiaries in the calendar year in which the Continuing Employees Effective Time occurs. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.05 shall (i) confer any rights, remedies or claims upon any director, officer, employee or independent contractor of the Company or any of the Company Subsidiaries, (ii) be considered or deemed an amendment of any Plan, (iii) guarantee employment for any period of time or preclude the ability of Barington or any of its affiliates (including the Surviving Corporation and their eligible dependents) will be eligible to participate the Subsidiaries from and after the Effective Time) to terminate any employee or independent contractor for any reason at any time, except to or (iv) require Barington or any of its affiliates (including the extent that such pre-existing condition limitation, exclusions, actively-at work requirements Surviving Corporation and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to Subsidiaries from and after the Effective Time. “Parent Plans” means all “) to continue or amend any Plan or other employee compensation or benefit plans,” as defined in Section 3(3) of ERISAplans or arrangements, maintained in or prevent the United States with respect to amendment, modification or termination thereof after the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)Effective Time.

Employee Benefits Matters. (a) Until the end All employees of the calendar Company who become employees of the Parent or of any of its subsidiaries after the Closing shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. To the extent permitted under Parent’s employee benefit plans and programs, as in effect from time to time, if applicable, such employee benefits shall be provided without any preexisting conditions, limitations or exclusions to the extent no such limitations or exclusions applied as of the Closing to such employees under the plans of the Company in which such employees participate immediately prior to the Closing Date and with credit for all annual deductibles and co-payments made under Company employee benefit plans for the covered expenses already incurred by employees of the Company for the year in which the Closing occurs. To the extent permitted under Parent’s employee benefit plans and programs, as in effect from time to time, if applicable, Parent shall or shall cause its Subsidiaries to provide to employees of the Company who are employed with credit for all service with the Company under all applicable employee benefit plans, including for purposes of eligibility, waiting periods, vesting and other plan rights and features, to the same extent such service would have been recognized by the Company or any Subsidiary of the Company under comparable plans immediately prior to the Effective Time (Closing Date. Parent shall take such reasonable actions as are necessary to allow eligible employees of the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) and incentive compensation opportunities Company to participate in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reasonhealth, including, but not limited to, a termination without cause) and (ii) welfare and retirement other benefit programs of Parent, to the extent permitted by Parent’s benefits that are no less favorable and employee benefits programs, or alternative benefits programs in the aggregate than that are substantially equivalent to those applicable to employees of Parent in effect for such Continuing Employees immediately before similar functions and positions on similar terms. Such employees may be eligible to participate in Parent’s equity incentive plans at the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the sole discretion of Parent. (b) If Simultaneously with the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11execution of this Agreement, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code has entered into employment agreements (collectively, the “Parent 401(kEmployment Agreements,” and, individually, an “Employment Agreement”) Planwith the individuals set forth on Schedule 6.04(b)(1) hereto and transaction agreements (collectively, the “Transaction Agreements,” and individually, a “Transaction Agreement”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under ) with the Company’s 401(kindividuals set forth on Schedule 6.04(b)(2) plan to roll over such loan into an account under the Parent 401(k) Plan.hereto (c) To Simultaneously with the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Timeexecution of this Agreement, Parent willhas entered into non-solicitation and non-competition agreements (collectively, or will cause the Surviving Corporation to“Non-Solicitation and Non-Competition Agreements”, recognize all service of such Continuing Employee and, individually, a “Non-Solicitation and Non-Competition Agreement”) with the Company or a Subsidiary of the Company, as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Companyindividuals set forth on Schedule 6.04(c) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)hereto. (d) To Simultaneously with the extent permitted under the applicable Parent Planexecution of this Agreement, Parent will waive, or cause to be waived, any prehas entered into a non-existing condition limitation, exclusions, actively-at-work requirements solicitation and waiting periods under any Parent Plan in which no hire agreement (the Continuing Employees “No Hire Agreement”) with Xxxx Xxxxxx and Xxxx Xxxx. (and their eligible dependentse) will be eligible to participate from and after By giving the Effective Time, except Company written notice not less than three business days prior to the extent Closing Date, Parent may request that such pre-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan take all necessary corporate action to terminate its 401(k) plan (the “401(k) Plan”) effective as of the date immediately prior to the Closing Date, but contingent on the Effective TimeTime occurring. “If Parent Plans” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, maintained in the United States with respect provides such notice to the locations at Company, Parent shall receive from the Company evidence that the Company’s Board of Directors has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to Parent’s reasonable approval. (f) The Company and, as applicable, its ERISA Affiliates each agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements. Parent shall receive from the Continuing Employees are employed (all Company evidence that such group plans, programs or arrangements of the above being hereinafter individually or collectively referred Company and, as applicable, each ERISA Affiliate have been terminated pursuant to resolutions adopted by of each such entity’s Board of Directors (the form and substance of which resolutions shall be subject to Parent’s reasonable approval), effective as “Parent Plan” or “Parent Plans,” respectively)of the day immediately preceding the Closing Date but contingent on the Closing.

Employee Benefits Matters. (a) Until the end of the calendar year in which the Closing occurs, Parent shall or shall cause its Subsidiaries to provide to All employees of the Company who and the Subsidiaries shall continue in their existing benefit plans until such time as, in Parent’s sole discretion and no sooner than the Effective Time, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees and in connection with such transition, Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs, as are employed by the Company or any Subsidiary necessary to allow eligible employees of the Company immediately prior and the Subsidiaries to participate in the Effective Time (the “Continuing Employees”): (i) base salary or hourly wage rates (as applicable) health, welfare and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date other benefit programs of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement alternative benefits that are no less favorable programs in the aggregate than that are substantially equivalent to those applicable to employees of Parent in effect for similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such Continuing Employees immediately before action, Parent shall maintain the Effective Time pursuant to effectiveness of the Company Employee Plans which have been provided or made available to the ParentCompany’s and each Subsidiary’s benefit plans. (b) If the Company’s 401(k) plan is terminated Parent intends, prior to the Effective Time pursuant Time, to enter into retention agreements or offer letters (each, an “Employment Arrangement”) with the individuals set forth on Schedule 7.02(f) hereto. Except as otherwise set forth in the Employment Arrangements, Parent shall assume and honor any obligations of the Company under those existing employment or similar agreements set forth on Section 6.11, at 3.11(a) of the Company Disclosure Schedule. (c) Prior to the Effective Time each Continuing Employee will be eligible Time, the Company shall take all necessary actions to participate in seek the Parent plan that is intended to be qualified requisite stockholder approval under Section 401(k280G(b)(5) of the Code (in a manner reasonably satisfactory to Parent) seeking approval of any payments or benefits that would be considered “excess parachute payments” within the meaning of Section 280G of the Code and shall require all “Parent 401(kdisqualified individuals” within the meaning of Section 280G of the Code to subject their existing benefits and payments to the stockholder approval requirements of Section 280G(b)(5) Plan”). Parent shall take all steps reasonably of the Code, as contemplated in the Treasury Regulations promulgated thereunder to the extent necessary to permit each Continuing Employee who has an outstanding loan under satisfy the Company’s 401(kvote requirements of Section 280G(b)(5) plan to roll over of the Code. The Company further agrees that whether or not its stockholders approve any such loan into an account under the excess parachute payments, neither Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause nor the Surviving Corporation to, recognize all service of such Continuing Employee shall have any responsibility or liability with the Company or a Subsidiary of the Company, as the case may be, respect to the extent recognized any excise taxes owed by the Company or a Subsidiary recipients of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Continuing Employees may be eligible to participate (in each case except to the extent such service credit would result in a duplication of benefits in any such plan or where such crediting is not permitted by the terms of the plan)payments. (d) To The Company shall take all necessary corporate action to maintain its 401(k) plan (the extent permitted under the applicable Parent “401(k) Plan, Parent will waive, or cause to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents”) will be eligible to participate from and after through the Effective TimeDate. (e) The Company and, except as applicable, each Company ERISA Affiliate agree to the extent that such pre-existing condition limitationterminate any and all group severance, exclusionsseparation or salary continuation plans, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan programs or arrangements immediately prior to the Effective Time. “Closing (other than contractual obligations in respect of severance set forth in employment agreements or offer letters previously disclosed to Parent Plans” means all “employee benefit plans,” as defined in and set forth on Section 3(33.11(a) of ERISAthe Company Disclosure Schedule). (f) The provisions of this Section 6.03 are for the sole benefit of the parties to this Agreement and nothing herein, maintained in expressed or implied, is intended or shall be construed to confer upon or give to any Person (including for the United States avoidance of doubt, any employee of the Company), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the locations at which matters provided for in this Section 6.03) under or by reason of any provision of this Agreement. Nothing in this Section 6.03 shall amend, or be deemed to amend, any Plan or any compensation or benefit plan, program, agreement or arrangement of Parent. Nothing in this Section 6.03 shall prevent the Continuing Employees are employed (all amendment or termination of any Plan by Parent, the above being hereinafter individually Surviving Corporation or collectively referred to as “Parent Plan” or “Parent Plans,” respectively)their respective subsidiaries and affiliates.

Employee Benefits Matters. (a) Until From and after the end Effective Time, the Surviving Entity shall assume in accordance with their terms the Company's obligations under all employment, severance and termination plans, arrangements, programs, policies, and agreements (including change-in-control provisions) of employees or independent contractors of the calendar year Company and its Subsidiaries, in each case existing immediately prior to the execution of this Agreement. Copies of agreements with the Company's President, Chief Financial Officer and Senior Vice President - Acquisitions (the "Executive Officers") setting forth certain of such obligations are attached to Section 7.05 of the Disclosure Schedule. As of the Effective Time, the Company will enter into escrow agreements, substantially in the form attached to Section 7.05 of the Disclosure Schedule, with an escrow agent and with each such Executive Officer, which shall be used to fund payments which become due to the Executive Officers as the result of a change in control, and the Company shall deposit all such amounts set forth in Section 7.05 of the Disclosure Schedule to the escrow funds established pursuant to such escrow agreements, subject to the terms thereof. Such escrow agreements shall be binding upon the Surviving Entity. (b) For a period of not less than eighteen (18) months after the Closing occursDate, for each employee of the Company or any of its Subsidiaries (collectively, the "Company Employees") who remains an employee of the Surviving Entity or its successors or assigns or any of their subsidiaries (collectively, the "Continuing Employees"), Parent shall or shall cause its Subsidiaries the Surviving Entity to provide to employees of the Company who are employed by the Company or any Subsidiary of the Company immediately prior to the Effective Time terms and conditions, compensation and benefits (the “Continuing Employees”): (iincluding group health, life, disability, bonus and severance plans) base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than the base salary or hourly wage rates and incentive compensation opportunities as in effect on the date of this Agreement (provided that Parent or any Subsidiary of Parent may terminate any Continuing Employee during such period for any reason, including, but not limited to, a termination without cause) and (ii) welfare and retirement benefits that are no not less favorable in the aggregate than those in effect for to such Continuing Employees immediately before employee and the Effective Time pursuant to the Company Employee Plans which have been provided or made available to the Parent. (b) If the Company’s 401(k) plan is terminated prior to the Effective Time pursuant to Section 6.11, at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) Plan. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after the Effective Time, Parent will, or will cause the Surviving Corporation to, recognize all service of such Continuing Employee with the Company or a Subsidiary of the Companyemployee's dependents and beneficiaries, as the case may beappropriate, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or provided to such Subsidiary of the Company, for vesting, eligibility, entitlement employee immediately prior to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for accrual purposes under any defined benefit plan) in any Parent Plan or other material benefit arrangements in which such Date. To the extent a Continuing Employees may be Employee becomes eligible to participate in an employee benefit plan, program, or arrangement maintained by Parent or its Subsidiaries (in each case each, a "Parent Plan"), such Continuing Employee will be credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date under such Parent Plan to the same extent as such employee was entitled, before the Closing Date, to credit for such service under the respective Plan (except to the extent such service credit would result in a the duplication of benefits). In addition, with respect to each Parent Plan providing medical or health benefits in any such plan or where such crediting is not permitted which Continuing Employees become eligible to participate, during the calendar year that includes the Closing Date, each Continuing Employee shall be given credit for amounts paid by the employee under the 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 such Parent Plan. To the extent applicable, nothing in this section shall modify any Continuing Employee's status as an at-will employee. (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 plan)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 pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (d) To the extent permitted under the applicable Parent Plan, Parent will waive, or cause Prior to be waived, any pre-existing condition limitation, exclusions, actively-at-work requirements and waiting periods under any Parent Plan in which the Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except the Company Board shall take such actions as are necessary to terminate the extent that such preCompany's 2005 Deferred Compensation Plan for Non-existing condition limitationEmployee Directors. Such action shall be contingent upon, exclusionsand effective as of, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee . (e) The provisions of this Section 7.05 shall survive the Closing and are for the sole benefit plans,” as defined in Section 3(3) of ERISAthe parties to this Agreement and nothing herein, maintained in expressed or implied, is intended or shall be construed to confer upon or to give to any Person other than the United States parties hereto and their respective permitted successors and assigns any legal or equitable or other rights or remedies (with respect to the locations at which the Continuing Employees are employed (all matters provided for in this Section 7.05) under or by reason of the above being hereinafter individually any provision of this Agreement. Nothing in this Section 7.05 is intended as or collectively referred shall be construed to as “Parent be an amendment to any Plan” or “Parent Plans,” respectively).

Employee Benefits Matters. (a) Until For a period commencing at the end Effective Time through December 31, 2021 (or, if earlier, the date of termination of the calendar year in which relevant employee) (the Closing occurs“Continuation Period”), Parent shall provide, or shall cause its Subsidiaries to provide be provided, to employees each employee of any of the Company who are employed by the Company or any Subsidiary Acquired Companies as of the Company immediately prior to the Effective Time (the each, a “Continuing EmployeesEmployee”): ), (i) a base salary or hourly wage rates (as applicable) and incentive compensation opportunities in an amount that is no less favorable than rate at least equivalent to the base salary or hourly wage rates and incentive compensation opportunities rate in effect for such Continuing Employee immediately prior to the Closing, (ii) a target bonus opportunity that is at least equivalent to such Continuing Employee’s target bonus opportunity as in effect on for fiscal year 2020 (which may be settled in cash, equity or a combination thereof as determined by Parent in its sole discretion), (iii) employee benefits substantially comparable to either, as determined by Parent in its sole discretion, the date respective levels as in effect under the Company Plans (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) immediately prior to the Closing or the employee benefits (other than any equity compensation, change in control, retention, non-qualified deferred compensation arrangement, defined benefit plan or retiree health or welfare arrangement) made available to similarly situated employees of this Agreement (provided that Parent or any Subsidiary of Parent may terminate its Subsidiaries from time to time, and (iv) with respect to any Continuing Employee during such period for any reason, including, whose employment is terminated by Parent or the Surviving Corporation (but not limited toincluding any Continuing Employee who has entered into an individualized agreement providing for severance benefits upon a qualifying termination of employment), a termination without cause) and (ii) welfare and retirement severance benefits that are no less favorable than the severance benefits set forth in Section 5.6(a) of the aggregate than those Company Disclosure Letter, taking into account all service with the Company in effect for determining the amount of severance benefits payable, subject to such Continuing Employees immediately before Employee’s execution of a general release of claims in favor of the Effective Time pursuant Parent and its Affiliates in a form reasonably acceptable to the Company Employee Plans which have been provided or made available to the ParentParent that becomes effective and non-revocable within sixty (60) days following such termination. (b) If Parent hereby acknowledges that a “change in control” (or similar phrase) within the Company’s 401(k) plan is terminated prior to meaning of the Effective Time pursuant to Section 6.11, Company Plans will occur at the Effective Time each Continuing Employee will be eligible to participate in the Parent plan that is intended to be qualified under Section 401(k) of the Code (the “Parent 401(k) Plan”). Parent shall take all steps reasonably necessary to permit each Continuing Employee who has an outstanding loan under the Company’s 401(k) plan to roll over such loan into an account under the Parent 401(k) PlanTime. (c) To the extent that any Continuing Employee becomes a participant in any Parent Plan or other material benefit arrangements after Following the Effective Time, Parent will, or will shall use reasonable best efforts to cause the Surviving Corporation to, recognize all service of such each Continuing Employee to be provided full credit for prior service with the Company or a Subsidiary its Subsidiaries as was credited under similar or comparable Company Plans for purposes of the Company(i) eligibility and vesting under any Parent Plans (other than any equity-incentive plans), as the case may be, to the extent recognized by the Company or a Subsidiary of the Company (as well as service with any predecessor employer of the Company or any Subsidiary of the Company to the extent service with such predecessor employer is recognized by the Company or such Subsidiary of the Company) and reflected in the employment records of the Company or such Subsidiary of the Company, for vesting, eligibility, entitlement to contributions under a defined contribution plan for the plan year of the Closing and subsequent plan years and vacation and severance accrual purposes (but not for eligibility or benefit accrual purposes under any defined benefit planplan or non-qualified deferred compensation plan of any of the Parent Companies or for purposes of determining eligibility for retiree health and welfare benefits, and (ii) in determination of benefit levels under any Parent Plan or other material benefit arrangements policy of general application relating to vacation or, following the Continuation Period, severance, in which such Continuing Employees may be eligible to participate (in each either case except to the extent the Continuing Employees is eligible to participate, as determined by Parent in its sole discretion, but except: (x) where such service credit would result in a duplication of benefits in any benefits; (y) to the extent that such plan service was not recognized under the corresponding Company Plan immediately prior to Closing; or where (z) to the extent that such crediting service is not permitted by the terms recognized under such Parent Plan for other similarly situated employees of the plan). (d) To the extent permitted under the applicable Parent Planand its Affiliates. In addition, Parent will shall use reasonable best efforts to: (A) waive, or cause to be waived, any limitations on benefits relating to pre-existing condition limitation, exclusionsconditions, actively-at-work requirements, waiting periods and similar exclusions, to the same extent such limitations, exclusions and requirements would not have been applicable to such Continuing Employee and his or her covered dependents under the terms of any comparable medical and dental plan of the Acquired Companies; and (B) cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the similar or comparable Company Plans to be taken into account for purposes of satisfying all deductibles, co-payments, maximum out-of-pocket requirements and waiting periods under any similar expenses applicable to such Continuing Employee and his or her covered dependents for the applicable similar or comparable Parent Plan during the calendar year in which the Closing Date occurs. (d) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific employee benefit plans, to permit the rollover of plan benefits into, or participation in, a Parent benefit plan or to continue the employment of any specific individual. The provisions of this Section 5.6 are for the sole benefit of the parties and nothing herein, expressed or implied, is intended or shall be construed to (i) constitute an amendment to any of the compensation and benefits plans maintained for or provided to Continuing Employees prior to or following the Effective Time, (and ii) impede or limit Parent, the Company or the Surviving Corporation or any of their eligible dependentsrespective Affiliates from amending or terminating any Company Plan following the Effective Time or (iii) will be eligible confer upon or give to participate from and any Person (including for the avoidance of doubt any current or former employees, labor unions, directors or independent contractors of any of the Acquired Companies or, on or after the Effective Time, except the Surviving Corporation or any of its Subsidiaries), other than the parties and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement. (e) Upon Parent’s reasonable request from time to time prior to Closing, the Company shall, a reasonable period of time following receipt of such request (but in no event more than ten (10) Business days following such request), provide Parent with the then-most recent calculations and reasonable back-up information relating to Sections 280G and 4999 of the Code relating to the extent that such preMerger, including any non-existing condition limitation, exclusions, actively-at work requirements and waiting periods would have been applicable under the comparable Company Employee Plan immediately prior to the Effective Time. “Parent Plans” means all “employee benefit plans,” as defined in Section 3(3compete valuations. (f) of ERISA, maintained in the United States with respect to the locations at which the Continuing Employees are employed (all of the above being hereinafter individually or collectively referred to as “Parent Plan” or “Parent Plans,” respectively401(k).