Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Following the Closing, Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits).

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time, Parent shall (or shall cause its Affiliates, including the Surviving Entity and its Subsidiaries to), honor in accordance with their terms, all Plans and all other contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries, in each case, as in effect immediately prior to the Effective Time that are applicable to current or former Service Providers. For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Corporation Entity and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary its Subsidiaries who continues in employment with to be employed by the Company or the Surviving Corporation Entity or any other affiliate of Parent following their respective Affiliates after the Effective Time Closing Date (eachcollectively, a the “Continuing EmployeeEmployees”) with (i) a an annual base salary or hourly wage rate, as applicable, and annual cash target bonus or other recurring cash incentive opportunity that are is no less favorable, in the aggregate, than the annual base salary or hourly wage rate, as applicable, and annual target cash bonus or other recurring cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time, in the aggregate, and (ii) other employee benefits (includinghealth, without limitation, employee health and welfare and retirement benefits)benefits that are substantially comparable, other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at aggregate, to either, in Parent’s option either sole discretion, (A) those employee the health, welfare and retirement benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee the health, welfare and retirement benefits that Parent or its affiliates provide provided to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to and its Affiliates, in each Continuing Employee severance case and post-termination benefits at least as favorable as for the severance avoidance of doubt, excluding defined benefit pension benefits. Without limiting the foregoing, the Chief Executive Officers of each of Parent and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provideCompany, or each of their respective designees, shall cause the Surviving Corporation cooperate to providedesign and implement an annual bonus program, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent performance goals, for the benefit of the Continuing Employees, including vacation or other paid timeEmployees for the first full calendar year commencing after the Closing Date (the “Post-off plans or arrangements, 401(kClosing Bonus Plan”), pension with the bonus payouts to be based on the attainment of performance goals applicable to the business of the Company and its Subsidiaries for such year (and not, for the avoidance of doubt, performance goals applicable to the business of Parent or other retirement plans and any severance or health or welfare plans (of its Subsidiaries other than for purposes the Company and its Subsidiaries). Each Continuing Employee shall be entitled to participate in the Post-Closing Bonus Plan with an annual bonus target equal to the greater of equity incentive compensation (x) such Continuing Employee’s annual bonus target under the Closing Year VCP (as defined below) and determining any accrued benefit under any defined benefit pension plan or (y) the annual bonus target of a similarly-situated employees of Parent (as would result in reasonably determined by Parent where such targets constitute a duplication of benefitsrange).

Employee Benefits Matters. (a) Following From and after the ClosingEffective Time until the first anniversary of the Effective Time, Parent shall, or shall and shall cause the Surviving Corporation toto comply with all severance arrangements, assumeplans or agreements in effect at the Company at the Effective Time for hourly employees. From and after the Effective Time until the first anniversary of the Effective Time, honor Parent shall and fulfill all shall cause the Surviving Corporation to either maintain the Company's compensation levels and Company Benefit Plans or provide compensation and employee benefits under Benefit Plans to the employees and former employees of the Company and its respective Subsidiaries (the "Company Employees") that are, in the aggregate, no less favorable than those provided to such persons pursuant to the Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective Time; provided however, that for employees who are participants in the Company's leveraged employee stock ownership plan ("LESOP") on the date hereof, the aggregate compensation and benefits in effect immediately prior to the Effective Time shall be determined assuming an allocation for the LESOP and related excess cash payments equal to 15% of compensation (as compensation is determined in accordance with the Company's historical practices) with respect to the LESOP participants in the aggregate. Service with the Company and its Subsidiaries shall be credited as service under Parent's Benefit Plans to the extent that such credit does not result in duplication of benefits. Parent shall honor or shall cause the Surviving Corporation to honor any retention program, each employment agreement, the Company's Officers Severance Program, Severance Pay Plan, and Salaried Employees Compensation and Benefits Protection Plan, each executive separation agreement and other severance plans or programs (of which any material severance plan or program has been disclosed in the Company Disclosure Schedule) in effect immediately prior to the Effective Time in accordance with their terms, provided that, subject to the requirements of the first two sentences of this Agreement Section 5.5, nothing herein shall prevent Parent from terminating or as subsequently amended as permitted pursuant reducing benefits under those arrangements to the extent permissible under the terms of such agreements, programs or plans. In the event that any of the Company's Benefit Plans (to the extent disclosed to Parent on the date hereof and subject to Section 5.5(b)) prohibit termination or modification in the event of a Change in Control, Parent agrees to and to cause the Surviving Corporation to abide by the terms thereof. Parent acknowledges that shareholder approval of the Merger shall constitute a "Change in Control" for purposes of the Company's Benefit Plans to the extent consistent with the terms of such Company Benefit Plans. For a period of 12 months As promptly as practicable following the Effective Time, but in no event later than 45 days, Parent shall provide (pay or shall cause the Surviving Corporation or another affiliate of Parent to provide) pay to eligible plan participants and to each employee covered by one of the Company's bonus plans for 2001, who in either case is also an employee of the Company or at the any Company Subsidiary who continues in employment with Effective Time, a cash bonus for the Surviving Corporation or any other affiliate employee's service for such period from January 1, 2001 through the Effective Time. The amount of Parent following cash bonus for each employee shall be an amount equal to the product of (i) the employee's 2001 target bonus as adjusted to reflect actual performance through the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no less than determined by the base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately Company's Board of Directors prior to the Effective Time, and multiplied by (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either quotient of (A) those employee benefits provided to such Continuing Employee immediately prior to the number of weeks between January 1, 2001 and the Effective Time or divided by (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period52. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause not take any action which would reduce the Surviving Corporation or another affiliate allocations which would otherwise be made under the LESOP feature of Parent the Company's 401(K) Plan for Salaried Employees for the plan year ending June 30, 2001 to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) employees who are participants in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of that plan immediately prior to the Effective Time. Effective as of Without limiting the Effective Time and thereafterforegoing, Parent shall providecause Dividend Replacement Contributions (as defined under the LESOP) to be made to such plan for the June 30, 2001 plan year consistent with the Company's historical practices, and shall not permit any action which would extend participation to any groups of employees who are not participants in the LESOP immediately prior to the Effective Time. To the extent that LESOP allocations to any participants for such plan year are limited by reason of any provision of the plan or the Code, Parent shall cause the Surviving Corporation to provide, that periods of employment make corresponding cash payments to such participants in accordance with the Company (including any current or former affiliate of Company's historical practices. From and after the Company or any predecessor of Effective Time until the Company six month anniversary thereof, Parent shall cause the Surviving Corporation to the extent recognized by the Company) shall be taken into account provide at least 30 days notice prior to terminating, for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (reasons other than for purposes cause, any Company Employee whose options will terminate on the last day of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)employment.

Employee Benefits Matters. (a) Following Effective as of the ClosingEffective Time and for a period of two (2) years thereafter, Parent shallshall provide, or shall cause the Surviving Corporation to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) , to each employee of the Company or the any Company Subsidiary who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following (the Effective Time (each“Affected Employees”), a “Continuing Employee”) with (i) a base salary or regular hourly wage ratewage, as whichever is applicable, and cash bonus opportunity that are no is not less than the base salary or regular hourly wage rateprovided to such Affected Employee by the Company immediately prior to the Effective Time, as applicable(ii) bonus opportunity, sales and cash bonus service incentive award compensation opportunity provided to such Continuing Affected Employee by the Company immediately prior to the Effective Time, and (iiiii) other employee benefits (includingexcluding defined benefit pension plan benefits and any equity award opportunities) that are, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either aggregate, substantially comparable to (A) those employee benefits provided to such Continuing Affected Employee immediately prior to (including all dependents) by the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time, but in no event less than (B) those provided to those generally offered from time to time to similarly situated employees of Parent. Effective as of the Effective Time and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide, that periods of employment with the Company (including including, without limitation, any current or former affiliate of the Company or any predecessor of the Company Company) shall, to the extent recognized by the Company) shall , be taken into account for all purposes of determining, as applicable, the eligibility for participation and vesting of any Affected Employee under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Affected Employees, including including, without limitation, vacation or other paid time-off plans or arrangements, 401(k), pension ) or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or plans, except as would result in a duplication of benefits. Effective as of the Effective Time and thereafter, Parent shall, and shall cause the Surviving Corporation to, (x) reduce any period of limitation on health benefits coverage of Affected Employees due to pre-existing conditions (or actively at work or similar) under the applicable health benefits plan of Parent or an affiliate of Parent by the number of days of an individual’s “creditable coverage,” to the extent required by Section 701 of ERISA, (y) except for insured benefit plans (if required by applicable Law), waive any and all eligibility waiting periods and evidence of insurability requirements with respect to such Affected Employees to the extent such eligibility waiting periods or evidence of insurability requirements were waived with respect to the Affected Employees under the Benefits Plans and (z) credit each Affected Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the health benefit plans of the Company or its affiliates prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Parent or an affiliate of Parent for such year. The Offer and the Merger shall not affect any Affected Employee’s accrual of, or right to take, any accrued but unused personal, sick or vacation days pursuant to any policies applicable to such Affected Employee immediately prior to the Effective Time.

Employee Benefits Matters. All employees of the Company (athe “Company Employees”) Following who are employed by the Company immediately prior to the Closing, including those on vacation and authorized leave of absence (including, without limitation, family medical leave, military leave, sick leave, and short-term disability leave), will remain employed immediately following the Closing (such employees in the United States, the “U.S. Continuing Employees”). From and after the Effective Time, Parent shall, or and shall cause the Surviving Corporation to, assume, honor honor, pay, perform and fulfill satisfy any and all liabilities, obligations and responsibilities to or in respect of all Company Employees arising under the Company Benefit Plans in accordance with their terms of each Employee Plan, as in effect immediately prior to the date of this Agreement or Effective Time, for as subsequently amended long as permitted pursuant to the terms of such Company Benefit PlansEmployee Plan is in effect. For a period of 12 months following the Effective Time, Parent shall provide not less than one (or cause the Surviving Corporation or another affiliate of Parent to provide1) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent year following the Effective Time (eachthe “Benefits Continuation Period”), a “Parent shall, and shall cause the Surviving Corporation to, provide each U.S. Continuing Employee”) Employee with (i) a base salary (or hourly wage ratebase wages) and annualized cash target bonuses, as applicablein the aggregate, and cash bonus opportunity that are no less favorable than the base salary (or hourly wage ratebase wages) and annualized cash target bonuses, as applicablein the aggregate, and cash bonus opportunity provided to such U.S. Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or postequity-termination based benefits, which ) that are no less favorable substantially comparable in the aggregate than at Parent’s option either (A) those to the employee benefits provided to such U.S. Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such periodTime. In addition, for a period of 18 months following From and after the Effective Time, for the purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Parent, the Surviving Corporation or any of their respective Affiliates, Parent shall, and shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to to, cause each U.S. Continuing Employee severance and post-termination benefits at least as favorable as to receive service credit for service with the severance and post-termination benefits provided Company to the same extent such service credit was granted under Company Benefit the Employee Plans (after giving effect to other than for the transactions contemplated by this Agreementpurposes of benefit accrual under a defined benefit plan) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as of the Effective Time Parent shall, and thereafter, Parent shall provide, or shall cause the Surviving Corporation to provide(i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the U.S. Continuing Employees (and any dependents or beneficiaries thereof) under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that periods are already in effect with respect to such employees and that have not been satisfied as of employment the Effective Time under any welfare benefit plan maintained for the U.S. Continuing Employees immediately prior to the Effective Time and (ii) use commercially reasonable efforts to provide each U.S. Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time. Parent shall, and shall cause the Surviving Corporation to, honor all vacation, personal and sick days accrued by Company (including any current or former affiliate Employees under the plans, policies, programs and arrangements of the Company or any predecessor of the Company immediately prior to the extent recognized by the Company) Effective Time. Nothing in this Section 7.03 shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for the benefit of the Continuing Employees, including vacation deemed to amend any Employee Plan or other paid time-off plans plan, agreement or arrangementsarrangement, 401(k), pension or other retirement plans and the provisions of this Section 7.03 are not intended to confer upon any severance or health or welfare plans (person other than for purposes the parties hereto any rights or remedies hereunder, nor to change the at-will status of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)Company Employee who is currently an at-will employee.

Employee Benefits Matters. (a) Following As of the Closingdate hereof, Parent the Parties intend that, subject to the terms of any agreement with any works council, trade union, or other labor organization and the limitations of applicable Law, for the period commencing at the Effective Time and ending on the earlier of (i) the one year anniversary of the Effective Time and (ii) December 31, 2018 (the "Continuation Period"), Cyclone shall, or shall cause the Surviving Corporation or any applicable Cyclone Subsidiary (including Hurricane and its Subsidiaries) to, assume, honor and fulfill all of the Company Benefit Plans in accordance provide to Continuing Employees with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (A) an annual base salary (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or hourly wage ratewages, as applicable, ) and annual cash bonus opportunity incentive compensation opportunities that are no less than substantially comparable to the annual base salary or hourly wage rate, as applicable, and annual cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time, and (ii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination benefits, which are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to opportunities received by such Continuing Employee immediately prior to the Effective Time or and (B) those employee group retirement plans and health and welfare plans benefits that Parent or its affiliates provide to their similarly situated employees during such period. In addition(excluding, for a period the avoidance of 18 months following doubt, any equity or equity based compensation program) that are substantially comparable to the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance group retirement plans and post-termination benefits at least as favorable as the severance health and post-termination welfare plans benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of Employees immediately prior to the Effective Time. Effective Notwithstanding the foregoing intention, during the Continuation Period, Cyclone, the Surviving Corporation or any Cyclone Subsidiary, as applicable, may (A) reduce the compensation or benefits of any Continuing Employee who was employed by Hurricane or its Subsidiaries immediately prior to the Effective Time (the "Hurricane Continuing Employees") to provide compensation and thereafter, Parent shall provide, or shall cause the Surviving Corporation benefit levels to provide, such Hurricane Continuing Employee that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company are substantially comparable to the extent recognized compensation and benefit levels received by a similarly situated Continuing Employee who was employed by Cyclone or its Subsidiaries immediately prior to the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent for Effective Time (the benefit of the "Cyclone Continuing Employees, including vacation ") or other paid time-off plans (B) reduce any Cyclone Continuing Employee's compensation or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive benefits to provide compensation and determining any accrued benefit under any defined levels to such Cyclone Continuing Employee that are substantially comparable to the compensation and benefit pension plan or as would result in levels received by a duplication of benefits)similarly situated Hurricane Continuing Employee.

Employee Benefits Matters. (a) Following During the Closingperiod commencing as the Effective Time and ending on the earlier of the first anniversary of the Closing Date or December 31, 2018 (the “Continuation Period”), Parent shall, or and shall cause the Surviving Corporation to, assume, honor and fulfill all of provide each individual who is employed by the Company Benefit Plans in accordance with their terms as in effect or any of its Subsidiaries immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to Effective Time and who remains employed thereafter by the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeSurviving Corporation, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time their Subsidiaries (each, a “Continuing Employee”) with (i) a at least the same base salary or hourly salary, wage rate, as applicable, rate and cash bonus incentive compensation opportunity that as the base salary, wage rate and cash incentive compensation opportunity provided to each such Continuing Employee immediately prior to the Effective Time, (ii) employee benefits which are no less favorable in the aggregate (including with respect to the proportion of employee cost) than the base salary or hourly wage rate, as applicable, employee benefits (excluding long term equity incentive opportunities and cash bonus opportunity any defined benefit pension plan) provided to such Continuing Employee immediately prior to the Effective Time, and (iiiii) other employee benefits (including, without limitation, employee health and welfare and retirement benefits), other than long-term equity incentive compensation and severance or post-termination benefits, which opportunities that are no less favorable in the aggregate than at Parent’s option either (A) those employee benefits provided to such Continuing Employee immediately prior to the Effective Time or (B) those employee benefits that similarly situated employees of Parent or its affiliates provide to their similarly situated employees during such periodSubsidiaries. In addition, for a period of 18 months following Without limiting the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Time. Effective as generality of the Effective Time and thereafterforegoing, during the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation or any of their respective Subsidiaries to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that periods of employment with are no less favorable than the Company (including severance payments and benefits that such Continuing Employee is eligible to receive under any current applicable severance plan, policy, practice or former affiliate of arrangement sponsored or maintained by the Company or any predecessor of its Subsidiaries in accordance with the Company terms of such arrangement as in effect immediately prior to the extent recognized by date of this Agreement or, if greater, the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate severance payments and benefits that are provided to similarly situated employees of Parent for and its Subsidiaries at the benefit time of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)such termination.

Employee Benefits Matters. (a) Following For the Closingperiod beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter, during the period of employment), Parent shall, or shall cause the Surviving Corporation Company and its Subsidiaries to, assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately prior to the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each employee of the Company or the any Company Subsidiary its Subsidiaries who continues in employment with to be employed by the Company or the Surviving Corporation or any other affiliate of Parent following Company after the Effective Time Closing Date (eachcollectively, a the “Continuing EmployeeEmployees”) with (i) a (A) an annual base salary or hourly wage rate, as applicable, and cash bonus opportunity that are no is not less than the annual base salary or hourly wage rate, as applicable, and cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective TimeClosing and (B) the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity that is not less than the annual cash target bonus, commission opportunity and other recurring cash incentive opportunity, as applicable, provided to such Continuing Employee immediately prior to the Closing, (ii) other employee benefits (includinghealth, without limitation, employee health and welfare and retirement benefits), and other than equity incentive compensation and severance or post-termination benefits, which benefits that are no less favorable substantially comparable in the aggregate than at to either, in Parent’s option either sole discretion, (A) those employee the health, welfare and retirement and other benefits provided to such Continuing Employee immediately prior to the Effective Time Closing or (B) those employee the health, welfare and retirement and other benefits that Parent or its affiliates provide provided to their similarly situated employees during such period. In addition, for a period of 18 months following the Effective Time, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provideand its Affiliates, in each case, excluding equity-based compensation, defined benefit pensions, retiree health or retiree welfare benefits, retention, change in control and other one-off payments or benefits; and (iii) to each severance benefits that are no less favorable than either, in Parent’s sole discretion, (A) the Plan in effect for the Continuing Employee severance and post-termination benefits at least as favorable as the severance and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of Employees immediately prior to the Effective Time. Effective as of Closing or (B) the Effective Time and thereafterpractice, Parent shall provide, plan or shall cause the Surviving Corporation policy provided to provide, that periods of employment with the Company (including any current or former affiliate of the Company or any predecessor of the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate similarly situated employees of Parent for the benefit of the Continuing Employees, including vacation or other paid time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than for purposes of equity incentive compensation and determining any accrued benefit under any defined benefit pension plan or as would result in a duplication of benefits)its Affiliates.

Employee Benefits Matters. Except as Buyer reasonably determines is necessary or advisable to address any XXXXX-00 Xxxxxxxx, XXXXX-00 or the direct or indirect effect thereof (a) Following the Closingprovided, Parent that Buyer shall, or shall cause to the Surviving Corporation toextent reasonably practicable, assume, honor and fulfill all of consult with the Company Benefit Plans in accordance with their terms as in effect immediately Company’s senior management prior to taking any such action that is material), for the date of this Agreement or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans. For a period of 12 months following the Effective TimeClosing Date and ending December 31, Parent shall 2021, Buyer will provide (or cause the Surviving Corporation or another affiliate of Parent to providebe provided) to each employee of the employees of the Company or Entities on the any Company Subsidiary who continues in employment with the Surviving Corporation or any other affiliate of Parent following the Effective Time Closing Date (each, a “Continuing Employee”) with ), while employed by Buyer or any Company Entity following the Closing Date, (i) a base salary or hourly wage rate, as applicable, wages and cash bonus opportunity opportunities that are no less favorable than the base salary or hourly wage rate, as applicable, wages and cash bonus opportunity opportunities provided to such Continuing Employee immediately prior to the Effective Time, date hereof and (ii) other employee benefits (includingexcluding equity-related compensation, without limitationnonqualified deferred compensation arrangements, employee health defined benefit pension benefits, and welfare and retirement benefits), other than equity incentive compensation and severance or post-termination or retiree welfare benefits, which in each case subject to applicable Laws and the terms of CBAs and individual employment Contracts) that are no less favorable substantially comparable in the aggregate than at Parent’s option either (A) those to the employee benefits provided to such the Continuing Employee Employees immediately prior to the Effective Time or date hereof (B) those employee benefits that Parent or its affiliates provide to their similarly situated employees during such period. In additionexcluding equity-related compensation, for a period of 18 months following the Effective Timeseverance, Parent shall provide (or cause the Surviving Corporation or another affiliate of Parent to provide) to each Continuing Employee severance nonqualified deferred compensation arrangements, defined benefit pension benefits, and post-termination benefits at least as favorable as or retiree welfare benefits, in each case subject to applicable Laws and the severance terms of CBAs and post-termination benefits provided under Company Benefit Plans (after giving effect to the transactions contemplated by this Agreement) in which such Continuing Employee participates and/or to which such Continuing Employee is a party as of immediately prior to the Effective Timeindividual employment Contracts). Effective as of the Effective Time and thereafter, Parent shall provide, or Buyer shall cause the Surviving Corporation to provide, that periods of employment with the Company (including any current or former affiliate employee benefit plans of the Company and its Affiliates established or any predecessor of maintained following the Company to the extent recognized by the Company) shall be taken into account for all purposes under all employee benefit plans maintained by Parent or an affiliate of Parent Closing Date for the benefit of the Continuing Employees, including vacation Employees (the “New Plans”) to credit all service by each Continuing Employee with the Company or other paid time-off plans any of its Subsidiaries (or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than predecessors thereof) immediately prior to the Closing Date for purposes of equity incentive compensation eligibility, vesting and determining any accrued benefit under any accrual (but not accrual with respect to a defined benefit pension plan plan) to the same extent such service was recognized by the Company Entities (or predecessors thereof) as of the Closing Date, except, in each case, to the extent such treatment would result in a duplication of benefits)benefits or compensation. Buyer shall use commercially reasonable efforts to (x) cause the Company and its Subsidiaries to waive all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the same extent such conditions were waived or not applicable under the corresponding Employee Benefit Plan and (y) cause any covered expenses incurred for the plan year in which the Closing Date occurs prior to the Closing Date by any Continuing Employee (or covered spouse or dependent thereof) to be credited for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any New Plan. Nothing in this Section 6.09, express or implied, shall: (i) confer upon any Person other than the parties to this Agreement and their respective permitted successors and assigns any legal or equitable rights or remedies of any nature whatsoever (including any third-party beneficiary rights) with respect to the provisions of this Section 6.09; (ii) obligate Buyer or any Company Entity to continue the employment or any particular term of employment of any employee of, or the service relationship of any other service provider to, any Company Entity for any period of time after the Closing; (iii) limit the ability of Buyer or any Company Entity to terminate the employment of any employee of, or the service relationship of any other service provider to, any Company Entity following the Closing in accordance with applicable Law and any pre-existing Contractual relationship; or (iv) be construed as an amendment, waiver, termination, or creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement of Buyer or any Company Entity.