Common use of Employee Benefits Clause in Contracts

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (aas defined below) Parent agrees that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or employees will continue to be provided with the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any Subsidiary employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time Time, Parent shall use reasonable efforts to ensure (“Continuing Employees”i) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive employee receives credit for his or her years of service with the Acquired Corporations Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time; provided, howeverfor purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that (i) nothing in this Section 5.5 any pre-existing condition limitations, waiting periods or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any similar limitations under such Parent Employee Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective TimePlan are waived, and (iiiii) if the Acquired Corporations that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Employee Benefit Plans, as determined by Parentother than benefits available under stock option plans, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such stock purchase plans for purposes of eligibility to participate, but not for purposes of and other equity-based benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementplans.

Employee Benefits. (a) Parent agrees that Immediately following the Effective Time, Buyer shall, or shall cause the Surviving Corporation to, maintain all compensation and benefit plans and arrangements (aincluding without limitation, base salary, commissions, vacation benefits, retirement benefits, and bonus opportunities, severance and similar arrangements for any person terminated) all for employees of the Acquired Corporations Company who continue employment with ParentBuyer, the Surviving Corporation or any Subsidiary of the Surviving Corporation thereof after the Effective Time (the “Continuing Employees”) shall be eligiblethat are no less favorable (excluding stock option, stock purchase or other equity-based compensation arrangements) than those provided by the Company to the Continuing Employees as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Effective Time (the “Acquired Corporations Initial Benefits”). As soon as practicable following the Effective Time (but, in any event, within one year following the Effective Time), Buyer shall, or shall cause the Surviving Corporation to, provide to the Continuing Employees, in lieu of the Initial Benefits, compensation and benefit plans and arrangements (including, without limitation, base salary, commissions, vacation benefits, retirement benefits and bonus opportunities, severance or similar arrangements) that are substantially comparable to the compensation and benefit plans and arrangements provided to similarly situated employees of Buyer and its Subsidiaries (other than the Surviving Corporation) (the “Buyer Benefit Plans”), . Notwithstanding anything to the extent that Parent assumes sponsorship contrary in this Section 6.11, any employee who becomes disabled while covered under the Company Employee Plans shall not become eligible to be covered under the Buyer Benefit Plans unless and until he or she ceases to be disabled and returns to active employment. For purposes of the Acquired Corporations Initial Benefits and Buyer Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary Plans listed on Section 6.11 of the Surviving Corporation (collectivelyBuyer’s Disclosure Letter, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, Buyer shall give each such Continuing Employee shall receive past service credit for his or her years of service with the Acquired Corporations Company prior to the Effective Time; providedTime as if it were service with Buyer. At, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parentand after, the Surviving Corporation Effective Time, Buyer shall honor, or Subsidiary of cause the Surviving Corporation to amend or terminate honor, in accordance with their terms and bear any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following cost associated with all employee benefit obligations to current and former employees of the Company accrued as of the Effective Time, and (ii) if . To the Acquired Corporations Benefit Plans or Parent Benefit Plans in which extent benefits are not provided to Continuing Employees participate after through the Effective Time applicable Company Employee Plans but are terminatedprovided through other employee benefit plans, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one Buyer agrees to, or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, cause the Surviving Corporation to, (A) secure the waiver of any preexisting condition limitations, waiting periods, or Subsidiary actively-at-work requirements imposed by such plans; and (B) cause such plans to honor any expenses incurred by the Continuing Employees and their beneficiaries under similar plans of Company during the portion of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations calendar year prior to the Effective TimeTime for the purposes of satisfying applicable deductible, co-payment, and maximum out-of-pocket expenses under such plans. Nothing in this Section 5.5 Buyer agrees that Buyer or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be responsible for providing all legally-mandated continuation coverage for Continuing Employees and their covered dependents who experience a loss of coverage due to a “at willqualifying event” employment. Except as set forth in (within the meaning of Section 5.6(c), no current or former employee, consultant or director 603 of any ERISA and Section 4975B of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementCode) that occurs at any time on or after the Effective Time.

Employee Benefits. (a) For a period of one (1) year following the Effective Time, Parent agrees that (a) all shall, subject to any requirements imposed by local Law, cause to be provided to employees of the Acquired Corporations Company and its Subsidiaries who continue are primarily employed in the United States (the “US Employees”) who remain in the employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after base salary or hourly wage rates that, on an individual-by-individual basis, are no less favorable than those provided to such US Employees immediately prior to the Effective Time Time. Parent shall cause the Surviving Corporation to recognize the service of each US Employee as if such service had been performed with Parent (“Continuing Employees”i) shall be eligiblefor purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, as determined (ii) for purposes of vesting under Parent’s 401(k) retirement plan, (iii) for purposes of eligibility for vacation under Parent’s vacation program, (iv) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and (v) unless covered under another arrangement with or of the Company, for benefit accrual purposes under Parent, to either continue participating ’s severance plan (in the health and welfare benefit plans case of the Acquired Corporations each of clauses (the “Acquired Corporations Benefit Plans”i), (ii), (iii), (iv) and (v), solely to the extent that Parent assumes sponsorship makes such plan or program available to such US Employee and not in any case where credit would result in duplication of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”benefits), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of any other employee benefit accrualplan of Parent. Each benefit plan, each such Continuing Employee program, practice, policy or arrangement maintained by Parent or its Subsidiaries following the Effective Time and in which US Employees participate (the “Parent Plans”) shall receive waive pre-existing condition 57 limitations to the extent waived or not applicable under the applicable Benefit Plan. US Employees shall be given credit under the applicable Parent Plan for his or her years of service with the Acquired Corporations amounts paid prior to the Effective Time; providedTime during the year in which the Effective Time occurs under a corresponding Benefit Plan during the same period for purposes of applying deductibles, howeverco-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. Parent shall cause to be provided to employees of the Company and its Subsidiaries who are primarily employed in Israel (the “Israeli Employees” and, that together with the US Employees, the “Employees”) any terms and conditions of employment (iincluding plans, programs and social insurance contributions or arrangements) nothing to the extent required by Israeli Law in this Section 5.5 or elsewhere in this Agreement shall limit the right of order for Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation and their Subsidiaries to amend or terminate avoid any Parent liability that would otherwise result from a failure to comply with relevant Israeli Law and honor all Benefit Plans or Acquired Corporations and Specified Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans Agreements in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition periodor to which) such Continuing Israeli Employees shall be eligible to participate are a participant or a party in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service accordance with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementtheir terms.

Employee Benefits. Buyer and its Affiliates shall establish benefit plans that waive any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained, or contributed to by Buyer or any of its Affiliates under which the Transferred Employees, as applicable, may participate in respect of health insurance, life insurance, or disability benefits with respect to each Transferred Employee who has, prior to the Effective Hire Date, satisfied, under Seller’s or its Affiliates’ comparable plans (a) Parent agrees that (a) all employees of including the Acquired Corporations who continue employment with ParentCompanies), the Surviving Corporation comparable eligibility, insurability or any Subsidiary other requirements referred to in this sentence. Buyer and its Affiliates (including the Acquired Companies) shall establish benefit plans that recognize the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) during the Surviving Corporation calendar year in which the Effective Hire Date occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which each Transferred Employee will be eligible to participate from and after the Effective Time Hire Date, subject to such Transferred Employee’s provision of relevant information or documentation confirming the amount of such co-insurance, deductibles and similar expenses. Each Transferred Employee shall, for purposes of determining such Transferred Employee’s (“Continuing Employees”i) shall eligibility to participate in, (ii) vesting and (iii) solely for purposes of calculating the benefit accrual for paid time off, severance and disability benefits, be eligiblecredited under all employee benefit plans, as determined by Parentprograms and arrangements of Buyer and its Affiliates with the service of such Transferred Employee with Seller or its Affiliates up to the Effective Hire Date, to either continue participating in the health and welfare benefit plans same extent as if such Transferred Employee had performed such service for Buyer or any of the its Affiliates (including any Acquired Corporations (the “Acquired Corporations Benefit Plans”), Companies) but only to the extent that Parent assumes sponsorship such credit does not result in a duplication of benefits. In addition to the Acquired Corporations Benefit Plansforegoing, Buyer shall, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in cause one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.its Affiliates to:

Employee Benefits. (a) Parent agrees that (a) all employees of Each Purchaser shall extend, on the Acquired Corporations who continue employment with ParentClosing Date, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and such Purchaser's then-existing employee welfare benefit plans and employee pension benefit plans, both as defined in Section 3 of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)ERISA, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each Transferred Employees employed by such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially Purchaser on the same extent as terms on which similarly situated employees of Parentsuch Purchaser participate in such plans, except as provided below in this Section 10.3. For all purposes of such employee welfare benefit plans and employee pension benefit plans (other than for benefit accrual for any defined benefit pension plan), each Purchaser shall credit Transferred Employees employed by such Purchaser for prior service with the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, Seller and its Affiliates to the extent applicable, the Seller recognized such service for the purpose of its similar plans. Each Purchaser shall receive credit under allow Transferred Employees employed by such plans Purchaser with vacation earned for purposes 2002 but unused as of eligibility the Closing Date to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations use such vacation prior to the Effective Timeend of the year. Nothing Each Purchaser shall (a) cause its group health plans to cover Transferred Employees employed by such Purchaser and dependents of such Transferred Employees who are covered under the Seller's Air Products Medical Plan as of the Closing Date and to be responsible (in this Section 5.5 accordance with such Purchaser's employee welfare benefit plans and employee pension benefit plans) for expenses incurred by such Transferred Employees and dependents on or elsewhere after the Closing Date; (b) waive proof of insurability requirements for initial extension of both basic and optional benefit coverage under its group health plans or other group insurance welfare benefit plans; (c) credit deductible payments and co-insurance payments made in this Agreement shall be construed 2002 by such Transferred Employees and their dependents under the Seller's group health plans for expenses incurred on or prior to create a right the Closing Date towards deductibles and stop losses in effect for its group health plans for 2002; (d) waive all pre-existing condition clauses in its group health plans for such Transferred Employees and their dependents; and (e) waive eligibility waiting periods for such Transferred Employees and their dependents for any employee to employment with Parentbenefit plans maintained by such Purchaser as of the Closing Date. For purposes of the preceding sentence, "group health plan" shall have the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth meaning proscribed in Section 5.6(c), no current or former employee, consultant or director of any 5000(b)(1) of the Acquired CorporationsInternal Revenue Code of 1986, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementas amended.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations Company or its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall will be eligible to participate in: (i) Parent’s employee benefit plans and programs, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in one or more corresponding Parent Benefit Plans, as determined by Parent, each case to substantially the same extent as similarly situated employees of Parent; and (ii) such Company Employee Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 5.3(b) only, the Surviving Corporation or Subsidiary plans referred to in clauses “(i)” and “(ii)” of the Surviving Corporation, this sentence being referred to as applicable, and“Specified Parent Benefit Plans”). Each Continuing Employee shall, to the extent applicablepermitted by applicable Legal Requirements, shall receive full credit under such plans for purposes of eligibility to participateeligibility, vesting and vacation (but not for purposes of benefit accrual, ) under the Specified Parent Benefit Plans in which such Continuing Employee participates for his or her the years of continuous service with by such Continuing Employee recognized by the Acquired Corporations Company or its Subsidiaries prior to the Effective Time. Nothing , provided, that, such credit (A) does not result in this Section 5.5 a duplication of benefits, compensation, incentive or elsewhere otherwise and (B) does not result in this Agreement shall be construed to create an increase in the level of benefits beyond which a right in any similarly situated employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and would be entitled. With respect to any welfare benefit plans maintained by Parent for the employment benefit of each Continuing Employee Employees located in the United States, subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed use its commercially reasonable efforts to: (A) cause to be a third party beneficiary of this Agreementwaived any eligibility requirements or pre-existing condition limitations; and (B) give effect, in determining any deductible maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by the Company or its Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. (a) Parent agrees that (a) all employees As of the Acquired Corporations who continue employment with ParentEffective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase Common Shares granted to employees or directors of the Company or any of its Subsidiaries under the Company's 1999 Stock and Incentive Plan, the Surviving Company's 1997 Stock and Incentive Plan, the Company's 1984 Stock and Incentive Plan as restated February 8, 1994, the Western National Corporation 1993 Stock and Incentive Plan, the US LIFE Corporation 1981 Stock Option Plan, the US LIFE Corporation 1991 Stock Option Plan or any Subsidiary of the Surviving US LIFE Corporation after Non-Employee Directors' Stock Option Plan (collectively, the "Company Stock Plans") that is outstanding immediately prior to the Effective Time (“Continuing Employees”collectively, the "Company Options") shall be eligible, as determined by Parent, converted into an option (an "Adjusted Option") to either continue participating in purchase the health and welfare benefit plans greatest number of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), whole shares of Parent Common Stock that is equal to the extent that Parent assumes sponsorship number of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility Common Shares subject to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Company Option immediately prior to the Effective TimeTime multiplied by the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded to the nearest whole penny) equal to the exercise price for each such Common Share sxxxxxt to such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, and all references in each such Company Option to the Company (other than any references relating to a "change in control" of the Company) shall be deemed to refer to Parent, where appropriate; provided, however, that (ix) nothing the adjustments provided herein with respect to any Company Options which qualify as "incentive stock options" (as defined in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary 422 of the Surviving Corporation Code) or which are described in Section 423 of the Code, shall be effected in a manner consistent with the requirements of Section 424(a) of the Code and (y) the exercise price per share of Parent Common Stock covered by an Adjusted Option shall not be less than the par value of such share. Except with respect to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following options granted after the date hereof, which shall not become exercisable as of the Effective Time, Parent and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees Company acknowledge that each Company Option shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations fully vested and exercisable immediately prior to the Effective Time. Nothing , in this Section 5.5 or elsewhere each case in this Agreement accordance with its terms in effect as of the date hereof (except that, in the case of each Company Option which is granted in accordance with the terms in effect as of the date hereof of a "reload" feature of a Company Option outstanding as of the date hereof, such vesting and exercisability shall be construed to create a right in any employee to employment accordance with Parent, the Surviving Corporation or any other Subsidiary terms on the date of Parent and the employment grant of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(csuch "reload" Company Option), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. Except as otherwise specifically provided herein, Purchaser shall provide benefits to each Transition Employee who accepts employment with Purchaser (a"Transferred Employee") Parent agrees that under the employee benefit plans, programs and arrangements (aincluding but not limited to severance arrangements) all of Purchaser and its Affiliates on the same terms and conditions as such benefits are provided to similarly situated employees of the Acquired Corporations who continue employment with ParentPurchaser. Purchaser and its Affiliates shall waive or cause to be waived, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), except to the extent that Parent assumes sponsorship such waiver is prohibited by applicable law, any waiting period, probationary period, pre-existing condition exclusion, evidence of the Acquired Corporations Benefit Plansinsurability requirement, or participate in the health and welfare benefit plans of Parentsimilar condition with respect to initial participation under any plan, the Surviving Corporationprogram, or Subsidiary arrangement established, maintained, or contributed to by Purchaser or any of its Affiliates to provide health, life insurance, or disability benefits with respect to each Transferred Employee who has satisfied the Surviving Corporation (collectivelycomparable eligibility, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate insurability or other requirements being waived under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Sellers' comparable plans immediately prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 Date of Employment. Each Transferred Employee shall be credited with the service and compensation of such Transferred Employee with Sellers or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation their Affiliates up to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration Date of any appropriate transition period) such Continuing Employees shall be eligible Employment to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees if such service had been performed for Purchaser or any of Parentits Affiliates and such compensation had been paid by Purchaser or any of its Affiliates for all purposes (other than with respect to any "nonqualified deferred compensation plan" maintained by Purchaser or any of its Affiliates) in connection with determining such Transferred Employee's eligibility for, and vesting, benefit accrual and entitlements under, all employee benefit plans, programs and arrangements, including but not limited to vacation and sick days, severance, defined benefit pension plan, 401(k) plan and retiree medical benefits. Without limiting the Surviving Corporation or Subsidiary generality of the Surviving Corporationforegoing, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Date of Employment, Purchaser shall be construed provide the following benefits to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.Transferred Employees:

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parentshall assume and honor, or shall cause the Surviving Corporation or any Subsidiary to assume and honor, all Company Plans pursuant to the terms of the Surviving Corporation after Company Plans (provided, that, except as expressly provided by this Agreement, Parent shall have no obligation under this Agreement to continue to provide benefits thereunder in respect of periods following the Effective Time (“Continuing Employees”) and nothing herein shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans prevent termination of the Acquired Corporations (the “Acquired Corporations Benefit Plans”such plans), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior . Prior to the Effective Time, the Company may take all action necessary to terminate the Company's Deferred Compensation Plan, Grandfathered Benefit Restoration Plan and Benefit Restoration Plan and to permit participants in such plans to receive lump sum payments of their accrued benefits (as determined under the provisions of the plan as in effect on the date hereof) under such plans at the Effective Time. Prior to the Effective Time, the Company shall take all action necessary to amend the Company's Retirement Plan to provide that (i) as of the Effective Time, the accrued benefit of participants in the Retirement Plan is frozen as of such date (including without limitation with respect to the crediting of accruals following the Effective Time) and consistent with the current provisions of the plan, a credit for 1999 accruals is made under the cash balance portion of the plan through the Effective Time and (ii) following the Effective Time, no individuals shall commence to participate in such plan; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary participants as of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time Effective Time shall, following the Effective Time, continue (x) to vest in their accrued benefit, (y) to receive annual interest credits under the cash balance portion of the plan at the rate provided pursuant to the existing terms of the plan and (iiz) if to have compensation considered for purposes of calculation of "Final Average Compensation" under the Acquired Corporations Benefit Plans or Parent Benefit Plans "Old Plan Benefit" portion of the plan (to the extent so considered as of the date hereof). The Company shall, as required by law, provide participants with notice of the amendments required by this Section 5.07(a). Nothing herein shall prevent Parent, in which Continuing Employees participate its sole discretion, from terminating such plan in compliance with applicable law at any time after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who Continuing Employees shall be eligible to continue employment with Parent, to participate in the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the Corporation’s health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (i) nothing in this Section 5.5 6.9 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health or Acquired Corporations Benefit Plans welfare benefit plan at any time following the Effective Time, and (ii) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such health or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedwelfare benefit plan (a “Terminated Plan”), then (upon expiration of any appropriate transition period) such ), the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation Corporation’s health and welfare benefit plans (subject to applicable terms and conditions) to the extent that coverage under such plans is replacing comparable coverage under any such Terminated Plan. To the extent that service is relevant for eligibility, vesting or Subsidiary allowances (including paid time off) under any health or welfare benefit plan of Parent and/or the Surviving Corporation, as applicablethen Parent shall use its commercially reasonable efforts to ensure that such health or welfare benefit plan shall, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participateeligibility, but not vesting, allowances and benefit accrual (including paid time off), credit Continuing Employees for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective TimeTime with the Company to the same extent that such service was recognized prior to the Effective Time under the corresponding health or welfare benefit plan of the Company. Nothing In addition, Parent shall in this Section 5.5 no event apply a pre-existing condition or elsewhere actively at work or similar limitation, eligibility waiting period, evidence of insurability requirement or other condition under any group health or welfare plan with respect to the Continuing Employees and the eligible dependents of the Continuing Employees, other than limitations or waiting periods that are already in this Agreement effect with respect to such individuals to the extent not satisfied as of the Effective Time under the corresponding Employee Plan. To the extent that any Continuing Employee or any eligible dependent of a Continuing Employee is transferred during a plan year from coverage under one or more of the Employee Plans to coverage under a successor group health and welfare plan, Parent shall, or shall be construed to create a right cause the Company to, provide the affected Continuing Employee, or eligible dependent with credit for any co-payments, deductibles and offsets (or similar payments) made during the plan year in which the transfer occurs for the purposes of satisfying any employee to employment with Parentapplicable deductible, out-of-pocket or similar requirements under any such successor benefit plan, program or arrangement. In the event Parent or the Surviving Corporation or terminates any other Subsidiary of Employee Plan that is a Section 125 plan flexible spending arrangement, Surviving Corporation shall transfer and Parent shall accept the flexible spending account elections and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any accounts of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementEmployees.

Employee Benefits. (a) Parent agrees that (a) all employees Each employee of the Acquired Corporations who continue employment with Parent, Company or any Company Subsidiary that becomes an employee of the Acquiror upon the Effective Time (or remains an employee of the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time Corporation) (each, a “Continuing EmployeesEmployee”) shall be eligible, as determined by Parent, to either continue participating in receive service credit for prior service with the health and welfare benefit plans of the Acquired Corporations Company or a Company Subsidiary under Acquiror’s flexible time-off policy (the “Acquired Corporations Benefit PlansFTO Plan”), subject to the extent that Parent assumes sponsorship limitations on accrual generally applicable to Acquiror’s employees under its FTO Plan and subject to Applicable Law. Except as expressly set forth herein, Continuing Employees shall be deemed new employees of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) Acquiror for purposes of eligibility to participate under the Parent Benefit Plansbenefits, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his eligibility or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following vesting under Acquiror’s benefit plans. From and after the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Acquiror shall take all actions as are necessary to allow Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, the benefit programs of Acquiror to substantially the same extent as similarly situated employees of ParentAcquiror as soon as practicable after the Effective Time subject to Applicable Law and the terms of Acquiror’s benefit programs. To the extent permitted under the applicable benefit program of Acquiror and subject to Applicable Law, the Surviving Corporation Acquiror shall waive all limitations as to preexisting conditions, exclusions (or Subsidiary actively at work or similar limitations), evidence of the Surviving Corporation, as applicable, and, insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the extent applicableContinuing Employees under any medical, shall receive credit under dental and vision plans that such plans for purposes of eligibility employees may be eligible to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to participate in after the Effective Time. Nothing To the extent permitted under the applicable benefit programs of Acquiror, Acquiror shall also provide continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Company Benefit Arrangements for the year in this Section 5.5 which the Closing occurs under Acquiror’s medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or elsewhere similar requirements under any Acquiror benefit program in this Agreement shall be construed to create a right the year in any employee to employment with Parent, which the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing occurs.

Employee Benefits. (a) Parent agrees that (a) all For the benefit of employees of the Acquired Corporations who continue Company and its Subsidiaries employed as of the Effective Time (the “Employees”), for a period of 12 months following the Effective Time (or, if shorter, during an Employee’s period of employment or December 31, 2016), Parent agrees to provide or cause its Subsidiaries (including the Surviving Corporation) to provide (i) each Employee with (x) a base salary or wage rate and (y) aggregate cash incentive compensation opportunity that is no less favorable than the base salary or wage rate and aggregate incentive compensation opportunity in effect for such Employee immediately prior to the Effective Time (but without any requirement to provide comparability for any equity or cash awards granted in connection with or anticipation of the transactions contemplated by this Agreement or with any change of control or retention features or as new hire awards), and (ii) the Employees as a whole with employee benefits that, in the aggregate, are no less favorable than those in effect for the Employees on the date hereof (excluding any change in control or retention benefits, defined benefit plans, and post-employment welfare benefits). Notwithstanding the foregoing, nothing in this Agreement shall be interpreted as (i) prohibiting Parent from converting the employee benefits offered to the Employees at any time during the aforementioned period to employee benefits offered by Parent to comparably situated Parent employees, (ii) prohibiting the termination of any employee benefits being offered to the Employees by the Company which are not being offered by Parent to comparable situated Parent employees, or (iii) conferring, or intending to confer, on any Employee a right to continued employment with Parent, the Surviving Corporation or any Subsidiary of their Subsidiaries. This Section 7.4 shall not apply with respect to individuals covered by collective bargaining agreements or other collective representations, in which case the terms of the Surviving Corporation after the Effective Time applicable collective bargaining agreement or collective representation shall apply, or (“Continuing Employees”other than with respect to equity-based incentive compensation) shall be eligiblewith respect to individuals subject to non-United States law, as determined by Parent, in which case Parent agrees to either continue participating in the health comply with any applicable laws or employment agreements with respect to compensation and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), benefits. Notwithstanding anything to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing contrary in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent7.4, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time for not fewer than six months following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing shall provide U.S. Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) with severance benefits not less favorable than those available to such Continuing U.S. Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, pursuant to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementPMC-Sierra U.S. Severance Guidelines.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with are employed by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation immediately after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating to participate in the Surviving Corporation's health and and/or welfare benefit plans in accordance with the terms of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)such plans, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate which plans shall provide benefits not materially less favorable in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility aggregate to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each those provided to such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations employees immediately prior to the Effective Time; provided, however, that (ia) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans such health and/or welfare benefit plan at any time following the Effective Timetime, and (iib) if Parent or the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedSurviving Corporation terminates any such health and/or welfare benefit plan, then (upon expiration of then, subject to any appropriate transition period) such , the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other non-equity based employee benefit plans, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent the Surviving Corporation and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c)The Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, no current or former employeeeffective immediately prior to the Effective Time, consultant or director of any employee benefit plan sponsored by any of the Acquired CorporationsCorporations (or in which any of the Acquired Corporations participate) that contains a cash or deferred arrangement intended to qualify under section 401(k) of the Code. To the extent permitted by Legal Requirements, following the Effective Time, Continuing Employees shall be eligible to participate in any employee benefit plan sponsored by the Parent that contains a cash or deferred arrangement intended to qualify under section 401(k) of the Code to the same extent as other similarly situated employees of Parent. Following the Effective Time, with respect to each plan in which any Continuing Employee participates, for purposes of determining eligibility to participate, vesting, and no Continuing Employeeentitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Acquired Corporations (or predecessor employers to the extent the Acquired Corporations provided past service credit) shall be deemed treated as service with Parent, the Surviving Corporation or any affiliate of either; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. To the extent permitted by the applicable insurance carrier, such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. To the extent permitted by the applicable insurance carrier, each such plan shall waive pre-existing condition limitations to the same extent waived under the applicable plan of the Acquired Corporation. To the extent permitted by the applicable insurance carrier, Continuing Employees shall be given credit under the applicable plan of Parent, the Surviving Corporation or any affiliate of either for amounts paid under a third party beneficiary corresponding benefit plan during the same period for purposes of this Agreementapplying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or replacement plan.

Employee Benefits. (a) Parent agrees that Effective as of the Closing Date, the Purchaser shall establish or designate a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Code, the terms of which are substantially similar to the Wolseley North American 401(k) Plan (athe “Seller 401(k) all Plan”) as of the Closing Date (the “Purchaser 401(k) Plan”). The Seller shall direct the trustee of the Seller’s 401(k) Plan to transfer, to the trustee of the Purchaser 401(k) Plan, as of the Closing Date, the account balances (whether vested or unvested), including any outstanding loans, of Continuing Employees and terminated employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation Company or any Subsidiary of who have an account balance greater than zero in the Surviving Corporation after Seller 401(k) Plan (the Effective Time (“Continuing Former Employees”) shall be eligible, as determined by Parent, to either continue participating in and the health and welfare benefit plans trustee of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)Purchaser 401(k) Plan shall accept such transfer. Upon such transfer, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plansassets received, the Purchaser 401(k) Plan shall assume all liabilities for accrued benefits under the Seller 401(k) Plan in respect of such Continuing Employees and Former Employees and the Seller’s 401(k) Plan shall be relieved of all such liabilities. As to any former employee of the Company or participate a Subsidiary who (i) participated in the health and welfare benefit plans of ParentSeller 401(k) Plan, (ii) terminated employment before the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicableClosing Date, and (biii) for purposes of eligibility to participate under the Parent Benefit Plans, but was not for purposes of benefit accrual, each such Continuing Employee shall receive credit for 100% vested in his or her years account in the Seller 401(k) Plan at termination of service with employment, the Acquired Corporations prior Purchaser 401(k) Plan shall provide for the reinstatement of such former employee’s nonvested account in the Seller 401(k) Plan if the former employee satisfies the requirements for reinstatement prescribed by Section 411 of the Code in which event the Seller shall reimburse the Company for the amount of the contribution to the Effective Time; providedPurchaser 401(k) Plan that is required to reinstate those nonvested accounts less the amount of unvested balances previously transferred to the Purchaser 401(k) Plan, however, if any. If the Seller determines that (ia partial termination of the Seller 401(k) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of ParentPlan has occurred, the Surviving Corporation or Subsidiary Company shall accelerate the vesting of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which accounts of Continuing Employees participate after and Former Employees who are affected by the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, andpartial termination, to the extent applicable, of the assets received by the Purchaser 401(k) Plan for such Continuing Employees and Former Employees. The parties shall receive credit under cooperate in the filing of any documents required by the transfer of assets and liabilities described herein. Each of the parties hereto shall pay its own expenses in connection with such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior transfer. Notwithstanding anything to the Effective Time. Nothing in this Section 5.5 or elsewhere contrary, nothing in this Agreement shall be construed to create a limit the Purchaser’s right in any employee to employment with Parentamend, modify, suspend or terminate the Surviving Corporation or any other Subsidiary of Parent and Purchaser 401(k) Plan following the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing Date.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations Company who continue employment with Parent, the Surviving Corporation Parent or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation's retirement, or Subsidiary of the Surviving Corporation (collectivelyhealth, the “Parent Benefit Plans”), as applicable, vacation and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of other non-equity based employee benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (ia) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such retirement, health, vacation or Acquired Corporations Benefit Plans other employee benefit plan at any time following the Effective Timetime, and (iib) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such retirement, health, vacation or Parent Benefit Plans in which Continuing Employees participate after other employee benefit plan, then, the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other non- equity based employee benefit plans, to substantially the same extent as similarly situated employees of Parent in similar positions and at similar grade levels. With respect to such benefits and to the extent permitted under the applicable employee benefit plans of Parent, the Surviving credit for service accrued by Continuing Employees (and eligible dependents) for employment with any Acquired Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective TimeTime shall be recognized (except to the extent necessary to prevent duplication of benefits), any pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Company Employee Plan) and eligibility waiting periods applicable to any Continuing employee of an Acquired Corporation under any group health plan shall be waived, and employees shall be given credit for amounts paid under any Company Employee Plan during the same period 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 Company Employee Plan. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding written agreement between an employee and Parent or the Surviving Corporation, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that Buyer shall pay (aor reimburse CGI for any payment to) all employees each Offered Employee for any compensation related to such Offered Employee’s involuntary termination of the Acquired Corporations who continue employment with ParentCGI without cause following the Closing Date and on or prior to the Transition Services Payroll End Date, the Surviving Corporation including without limitation severance pay and accrued unused vacation or any Subsidiary of the Surviving Corporation after the Effective Time paid time off (“Continuing EmployeesPTO”) pay, as soon as commercially reasonable following such Offered Employee’s termination of employment with CGI (which, for vacation or PTO, shall be eligible, as determined if and to the extent provided by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations CGI’s vacation or PTO policy (the “Acquired Corporations Benefit PlansCGI PTO Policy”)); provided, however, that, such Offered Employee’s accrued unused vacation or PTO time accrued during any calendar year prior to 2019 shall not be paid by Buyer, but shall instead be paid by CGI. CGI shall pay each Transferred Employee for any accrued unused vacation or PTO pay (other than unused vacation and/or PTO time accrued during calendar year 2019 (“2019 PTO”)) as soon as possible following the Transition Services Payroll End Date if and to the extent that Parent assumes sponsorship of provided by the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit PlansCGI PTO Policy. Transferred Employees’ 2019 PTO shall not be paid by CGI, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with instead be assumed by the Acquired Corporations prior Employer and provided and made available to Transferred Employees following the Effective TimeTransition Services Payroll End Date; provided, however, that the Parties shall cooperate in good faith to encourage each Offered Employee to draw down his or her 2019 PTO to the maximum extent possible during the Transition Period. Notwithstanding any such 2019 PTO, on and after the Transition Services Payroll End Date, the Transferred Employees shall be subject to the Buyer’s vacation policy. For the avoidance of doubt, Buyer shall make (ior reimburse CGI for) nothing in this Section 5.5 any required payments of 2019 PTO to Offered Employees following the Closing Date and on or elsewhere prior to the Transition Services Payroll End Date. Nothing in this Agreement shall limit the right of ParentBuyer’s or CGI’s ability to modify the salary, the Surviving Corporation wage level, or Subsidiary of the Surviving Corporation to amend employee benefits or terminate the employment of any Parent Benefit Plans or Acquired Corporations Benefit Plans Transferred Employee (or, in the case of CGI, any employee) at any time following the Effective Timeand for any reason, and (ii) if the Acquired Corporations Benefit Plans including without cause, or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible obligate CGI to participate in one offer or more corresponding Parent Benefit Plans, as determined by Parent, provide severance pay to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary such severance pay may have been required independent of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees Effective as of the Acquired Corporations who continue employment Execution Date, Purchaser shall be entitled to offer, or to cause one of its Subsidiaries to offer, to employ each Offeree with Parentthe Purchaser or any of its Subsidiaries. For purposes of this Agreement, the Surviving Corporation term “Offeree” means each active employee of Seller or any Subsidiary of Seller (other than an employee of an Acquired Subsidiary but including an employee of any member of the Surviving Corporation after Company Group that becomes one of the Effective Time (“Continuing Employees”) entities comprised by the Seller pursuant to Section 7.23), who has been employed primarily in connection with the Business as of the Execution Date. Each Offeree to whom Purchaser or one of its Subsidiaries has extended such an offer and who accepts Purchaser’s, or one of its Subsidiary’s, offer of employment, together with each person who is employed at Closing by an Acquired Subsidiary or whose employment transfers to Purchaser or a Subsidiary of Purchaser automatically by operation of law, shall be eligible, referred to herein as determined by Parent, to either continue participating in a “Transferred Employee”. An Offeree who reports for work and performs work for the health and welfare benefit plans of the Acquired Corporations entity (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, Purchaser or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”)its Subsidiary, as applicable, and (b) that offered such Offeree employment pursuant to the first sentence of this Section 7.9(a) on the first Business Day immediately following the Closing on which such Offeree is scheduled to work shall be deemed for all purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation to have accepted such entity’s (Purchaser’s or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporationits Subsidiary’s, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes ) offer of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary Transferred Employee. Each Person who is not a Transferred Employee shall be referred to herein as an “Excluded Employee”. Under the employee benefit plans, policies and arrangements established by Purchaser or its Subsidiaries after the Closing (the “Company Plans”) covering any Transferred Employee, each Transferred Employee shall be credited with his or her period of this Agreementservice with the Seller or the applicable member of the Company Group and their respective predecessors before the Closing Date, for purposes of eligibility and vesting (other than with respect to new equity plans or awards) and not for benefit accrual purposes, to the extent credited under any similar type of employee benefit plan, policy or arrangement applicable to such Transferred Employee immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. The Purchaser shall cause its Subsidiaries to provide uninterrupted medical benefits coverage of Transferred Employees and their eligible spouses and dependents from and after the Closing Date under one or more Company Plans, and such Company Plans shall not deny the Transferred Employees coverage on the basis of pre-existing conditions (except to the extent such a denial of coverage was in effect under a comparable plan applicable to such Transferred Employee immediately prior to the Closing Date) and shall credit the Transferred Employees for any deductibles and out-of-pocket expenses paid in the year of initial participation in the Company Plans. Seller shall not, prior to Closing, take action to terminate the Xxxxxx Brothers Holdings Inc. Retirement Plan without first consulting with Purchaser.

Employee Benefits. (a) Parent agrees shall take all necessary action so that (a) all employees each person who is an employee of the Acquired Corporations Company or any of its Subsidiaries immediately prior to the consummation of the Merger (including each such person who continue employment with Parentis on vacation, temporary layoff, approved leave of absence, sick leave or short- or long-term disability) (a "Retained Employee") shall remain an employee of the Company or the Surviving Corporation or any a Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, Company or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicablethe case may be, andimmediately following the consummation of the Merger. Parent shall take all necessary action so that each Retained Employee shall after the consummation of the Offer continue to be credited with the unused vacation and sick leave credited to such employee through the consummation of the Offer under the applicable vacation and sick leave policies of the Company and its Subsidiaries, and Parent shall permit or cause the Company, the Surviving Corporation and their Subsidiaries to the extent applicablepermit such employees to use such vacation and sick leave. Parent shall take all necessary action so that, shall receive credit under such plans for purposes of eligibility and vesting service under each employee benefit plan and determination of benefits under each paid time off, vacation, severance, short-term disability and service award plans maintained by Parent or any of its Subsidiaries in which employees or former employees of the Company and its Subsidiaries become eligible to participateparticipate upon or after the consummation of the Offer, but not each such person shall be given credit for purposes of benefit accrual, for his or her years of all service with the Acquired Corporations prior Company and its Subsidiaries (or all service credited by the Company or its Subsidiaries) to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed same extent as if rendered to create a right in any employee to employment with Parent, the Surviving Corporation Parent or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementits Subsidiaries.

Employee Benefits. (a) Parent agrees that For a period of one (a1) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after year following the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit PlansContinuation Period”), to the extent that except as may otherwise be agreed, Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of shall cause the Surviving Corporation to provide to each employee of the Company and its Subsidiaries who is not represented by a union or labor organization (collectivelyeach, the a “Parent Benefit PlansNon-Union Employee”)) (i) compensation (including base salary, as applicableincentive compensation opportunities, and cash amounts equal to the value of equity compensation (bdetermined based on the grant-date fair value) granted in the ordinary course (as opposed to special, one-time grants) and employee benefits to such Non-Union Employees for purposes of eligibility to participate under the Parent Benefit Plans2010, but not for purposes excluding any compensation triggered in whole or in part by the consummation of benefit accrual, each the transactions contemplated hereby) that is no less favorable in the aggregate to the compensation and employee benefits provided to such Continuing Non-Union Employee shall receive credit for his or her years of service with the Acquired Corporations immediately prior to the Effective Time; provided, however, provided that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit neither the right of Parent, base salary nor the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees incentive compensation opportunities shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially reduced from the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, levels provided to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations Non-Union Employees immediately prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right The parties hereto acknowledge and agree that the Non-Union Employees will not participate in any employee stock based compensation plans or programs following the Effective Time. Subject to employment with Parentthe foregoing, nothing herein shall prevent the Surviving Corporation from amending or terminating any other Subsidiary employee benefit plan, program or arrangement following the Effective Time to the extent permitted under the terms of any such employee benefit plan, program or arrangement. With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent or its Subsidiaries following the Effective Time and in which Non-Union Employees participate (the employment “Parent Plans”), for purposes of each Continuing Employee determining eligibility to participate, vesting and entitlement to benefits (but not for accrual of pension benefits) service with the Company and its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be “at will” employmenttreated as service with Parent or its Subsidiaries, as applicable; provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Except Such service also shall apply for purposes of satisfying any waiting periods or evidence of insurability requirements. Each Parent Plan shall waive pre-existing condition limitations to the extent waived or not applicable under the applicable Benefit Plan. Non-Union Employees shall be given credit under the applicable Parent Plan for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as set forth though such amounts had been paid in Section 5.6(c), no current or former employee, consultant or director of any accordance with the terms and conditions of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementParent Plan.

Employee Benefits. (a) Parent agrees that (a) it shall cause the Surviving Corporation to honor all Company Compensation and Benefit Plans in accordance with their terms as in effect immediately before the Effective Time subject to any amendment or termination thereof that may be permitted by the terms of such plan and applicable Law. Parent agrees that, commencing at the Effective Time and extending through at least the later to occur of 12 months after the Effective Time and December 31, 2007, it shall provide or cause to be provided to those individuals who as of the Effective Time are employees of the Acquired Corporations Company and its Subsidiaries (other than employees covered by a collective bargaining agreement) (the "Affected Employees") compensation and employee benefits (excluding equity compensation awards or payments or benefits made by reason of the Merger and the other transactions contemplated by this Agreement) that are no less favorable in the aggregate than provided to the Affected Employees immediately before the Effective Time, provided, further, that in determining the timing, amount and terms and conditions of equity compensation and other incentive awards to be granted to Affected Employees, Parent shall, and shall cause its Subsidiaries to, treat in a substantially similar manner those Affected Employees and those other employees of Parent and its Subsidiaries who continue employment with are substantially similar to such Affected Employees (including, without limitation, by reason of job duties and years of service). Notwithstanding the foregoing, except as provided in this Agreement, nothing contained herein shall obligate Parent, the Surviving Corporation or any Subsidiary affiliate of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, either of them to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 maintain any particular Company Compensation and Benefit Plan, (ii) grant or elsewhere in this Agreement issue any equity or equity-based awards or (iii) retain the employment of any Affected Employee. Notwithstanding the foregoing, Parent shall limit the right of Parent, the Surviving Corporation or Subsidiary of shall cause the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following continue until the second anniversary of the Effective Time, each of the Company Compensation and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans identified in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary Section 6.10 of the Surviving Corporation, as applicable, and, Company Disclosure Letter without any change that is adverse to the extent applicable, shall receive credit under such plans for purposes participants therein as of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, Subject to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”Section 2.05(a), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, Parent shall, or shall cause the Surviving Corporation to (i) honor all obligations under employment agreements of the Company and (ii) if pay all benefits (including any vacation, personal and sick days) accrued through the Acquired Corporations Benefit Plans Effective Time under employee benefit plans, programs, policies and arrangements of the Company (including any rabbi trust agreement) in accordance with the terms thereof. Parent also agrees to provide, or cause the Surviving Corporation to provide, employees of the Company and its subsidiaries who continue to be employed by the Company or any of its subsidiaries as of the Effective Time ("CONTINUING EMPLOYEES") for a period of not less than one year following the Effective Time with compensation and benefits which, in the aggregate, are no less favorable than either the compensation and benefits provided to such employees immediately prior to the Effective Time or the compensation and benefits provided to similarly situated employees of Parent Benefit Plans or any affiliate of Parent. Notwithstanding the foregoing, nothing herein shall prevent Parent from terminating the employment of any Continuing Employee following the Effective Time, provided however that for a period of one year following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, establish and maintain a plan to provide severance and termination benefits to all Continuing Employees which are no less favorable than the severance and termination benefits provided under the Company's plans and arrangements in effect as of the date of this Agreement as disclosed to Parent in writing prior to the date hereof. With respect to medical benefits provided to Continuing Employees after the Effective Time, Parent agrees that it will, or it will cause the Surviving Corporation and its subsidiaries to, waive waiting periods and pre-existing condition requirements (to the extent waived under the Company's plans), and will give Continuing Employees credit for any copayments and deductibles actually paid by such employees under the Company's medical plans during the calendar year in which the Effective Time occurs. In addition, service with the Company shall be recognized for purposes of eligibility under the welfare plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent well as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to the programs or policies for vacation pay and sick pay in which Continuing Employees participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) From and after the Effective Time, Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, shall cause the Surviving Corporation or any Subsidiary of to honor in accordance with their terms all benefits and obligations, subject to Section 6.6(b) hereof, under the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Company Benefit Plans”, each as in effect on the date hereof (or as amended with the prior written consent of Parent), to the extent that Parent assumes sponsorship entitlements or rights, actual or contingent (whether such entitlements or rights are vested as of the Acquired Corporations Effective Time or become vested or payable only upon the occurrence of a further event, including a discretionary determination) exist in respect thereof as of the Effective Time. Parent and the Company hereby agree that the consummation of the Merger shall constitute a "Change in Control" for purpose of any employee arrangement and all other Company Benefit Plans, or participate pursuant to the terms of such plans in effect on the health date hereof, provided, however, to the extent consistent with Section 7.4, that the Board of Directors of the Company will take all actions necessary so that the consummation of the Merger and welfare benefit plans related transactions hereunder will not create additional funding obligations on behalf of Parent, the Surviving Corporation, Company or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior respect to the Effective Time; provided, however, that (i) nothing in Company Stock Grantor Trust. No provision of this Section 5.5 or elsewhere in this Agreement 6.6(a) shall limit be construed as a limitation on the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation Parent to amend or terminate any Parent Company Benefit Plans or Acquired Corporations which the Company would otherwise have under the terms of such Company Benefit Plans at any time following the Effective TimePlan, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration no provision of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement 6.6(a) shall be construed to create a right in any employee to employment with Parentor beneficiary of such employee under a Company Benefit Plan that such employee or beneficiary would not otherwise have under the terms of such Company Benefit Plan; provided, however, the Surviving Corporation Parent agrees that it will respect deferrals of salary, bonus or any other Subsidiary compensation in place prior to the Effective Time pursuant to the Company Benefit Plans. Parent acknowledges that the Company's Separation Pay Plan by its terms provides that benefits thereunder are vested on the day immediately prior to a change of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementcontrol.

Employee Benefits. (a) Parent agrees that Pursuant to the Plan of Reorganization or otherwise, the Company and EFIH shall, and shall cause their respective Subsidiaries to take all such actions within their control as may be necessary, appropriate or desirable to transfer the sponsorship, maintenance and administration of, and all liabilities (aand related contracts or agreements with third parties) all employees in respect of, the Contributed Plans to Reorganized TCEH or its Subsidiaries on or prior to the date of the Acquired Corporations who continue employment with Reorganized TCEH Spin-Off. As soon as administratively practicable following the Reorganized TCEH Spin-Off, Reorganized TCEH shall transfer the liabilities related to the post-retirement health, life, dental and vision benefits for participants previously employed by certain discontinued operations of the Company and its Subsidiaries and their predecessors, and the participants’ beneficiaries (identified by employee number) set forth on Schedule 6.6(a) of the Company Disclosure Letter (the “DiscOp OPEB Participants”) and the related accrued benefits liabilities (the “DiscOp OPEB Liabilities”) from the EFH Retiree Welfare Plan to a new mirror health and welfare plan established by Reorganized TCEH or another plan reasonably acceptable to Parent and the Company (the “New DiscOp OPEB Plan” which such plan shall be transferred to and assumed by the Company or one of its Subsidiaries prior to or on the Closing Date. For the avoidance of doubt, upon the transfer of the New DiscOp OPEB Plan to the Company or its Subsidiary, the New DiscOp OPEB Plan (including the DiscOp OPEB Liabilities) shall be an Assumed Plan and the Surviving Company shall indemnify, defend and hold harmless Reorganized TCEH and its Subsidiaries from and against any claim, action, suit, proceeding relating to any modification or termination of the post-retirement health and life benefits to any DiscOp OPEB Participants on or after the Closing Date. Parent, the Surviving Corporation or any Subsidiary Company and Reorganized TCEH shall take all actions necessary to effectuate the transfer of the Surviving Corporation after New DiscOp OPEB Plan from Reorganized TCEH to Parent or Company as soon as administratively practicable following the Effective Time (“Continuing Employees”) shall be eligibleestablishment of such plan, as determined by Parent, to either continue participating but in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), any event prior to the extent that Parent assumes sponsorship of Closing Date. Notwithstanding anything in this Agreement to the Acquired Corporations Benefit Planscontrary, during the period beginning on the Reorganized TCEH Spin-Off date and ending on the date the New DiscOp OPEB Plan is assumed by the Company or participate its Subsidiary as set forth in the health and welfare benefit plans of Parentthis Section 6.6, the Company, Surviving Corporation, Company or Subsidiary of its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the Surviving Corporation (collectively, the “Parent Benefit Plans”)EFH Retiree Welfare Plan or New DiscOp OPEB Plan, as applicable, plus any reasonable out of pocket expenses incurred by Reorganized TCEH and its Affiliates in providing such benefits. Notwithstanding the foregoing, except as otherwise provided herein (bincluding, without limitation, the Assumed Plans) for purposes of eligibility to participate under or in the Parent Benefit PlansSplit Participant Agreement (as defined below), but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right none of Parent, the Surviving Corporation any Oncor Entity or Subsidiary any of the Surviving Corporation to amend their Affiliates shall assume or terminate otherwise incur any Parent Benefit Plans liability or Acquired Corporations Benefit Plans at obligation under any time following the Effective Timecompensatory, and (ii) if the Acquired Corporations Benefit Plans severance or Parent Benefit Plans similar arrangement in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration respect of any appropriate transition period) such Continuing Employees Non-Oncor Employee (as defined below), it being understood that Reorganized TCEH and Oncor shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially enter into the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for Split Participant Agreement. For purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.6.6(a):

Employee Benefits. (a) Parent agrees that (a) all Following the Closing Date, Buyer shall provide generally to employees of the Acquired Corporations Seller who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time Buyer (“Seller Continuing Employees”) shall be eligiblemedical, as determined by Parentdental, to either continue participating in the health vacation and welfare benefit plans of the Acquired Corporations long-term disability benefits, medical and dependent care flexible spending accounts, severance and life insurance (the collectively, “Acquired Corporations Benefit PlansEmployee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by Buyer or Buyer Bank to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for its other similarly-situated employees. For purposes of eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by Buyer or Buyer Bank to the Seller Continuing Employees, service with Seller or the Bank prior to the Closing Date shall be counted to the extent such service was counted under the Parent Benefit Plans, but not similar plan of Seller or the Bank. The Seller Continuing Employees’ prior service with Seller or the Bank shall also be credited for purposes of benefit accrual, each all waiting periods for participation in any of such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior Benefits to the Effective Time; provided, however, that (i) nothing in this Section 5.5 extent such service was counted under the similar plan of Seller or elsewhere in this Agreement the Bank. Buyer or Buyer Bank shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent also waive all restrictions and limitations for preexisting conditions under Buyer’s Employee Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, andplans, to the extent applicable, such restrictions or limitations would not apply to the Seller Continuing Employees under the similar plan of Seller or the Bank. Buyer or Buyer Bank shall receive use commercially reasonable efforts to provide the Seller Continuing Employees with credit under Buyer’s group health Employee Benefit plans, for the plan year of such plans which include the Closing Date, towards any applicable deductibles under Buyer’s group health Employee Benefit Plans for purposes the aggregate amounts paid by such employees towards applicable deductibles under Seller’s group health Employee Benefit plans for the plan year of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with such plans which includes the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing Date.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation's health, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, vacation and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of other non-equity based employee benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (ia) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health, vacation or Acquired Corporations Benefit Plans other employee benefit plans at any time following the Effective Timetime, and (iib) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such health, vacation or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedother employee benefit plan, then (upon expiration of then, subject to any appropriate necessary transition period) such , the Continuing Employees shall be eligible to participate in one Parent's health, vacation and other non-equity based employee benefit plans (or more corresponding Parent Benefit Plans, as determined by those of a Subsidiary of Parent), to substantially the same extent as similarly situated employees of ParentParent (or a Subsidiary, if applicable) in similar positions and at similar grade levels. For all purposes under the Surviving Corporation or Subsidiary employee benefit plans of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under Parent or any Subsidiary (other than such plans providing for retiree medical benefits) providing benefits to any Continuing Employee after the Closing (the "New Plans"), each Continuing Employee shall be credited with his or her periods of service with the Company before the Closing for purposes of eligibility participation, vesting and benefits levels where length of service is relevant to participatebenefit levels, but not for benefit accrual under any defined benefit plan or any accrual that would result in any duplication of benefits. In addition, and without limiting the generality of the preceding sentence: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plans replaces coverage under a comparable Plan (such Plans, collectively, the "Old Plans") and (ii) for purposes of benefit accrualeach New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, the Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan that did not apply to the Old Plan to be waived for such Continuing Employee and his or her covered dependents and shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents under any Old Plan to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents as though such amounts had been paid in accordance with such New Plan. Notwithstanding the foregoing, for purposes of any New Plan which provides a type of coverage not afforded to Continuing Employees under any of the Old Plans, or any Plan of Parent or a Subsidiary of Parent which provides either post-retirement or supplemental retirement benefits, the Continuing Employees shall not be eligible to participate, or shall participate at Parent's sole discretion with no credit for his or her years periods of service with the Acquired Corporations Company prior to the Effective TimeClosing. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any other Subsidiary of Parent, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that Banterra shall, with respect to each employee of Heartland or its subsidiaries at the Effective Time who shall continue in employment with Banterra or its subsidiaries (a) each a "Continued Employee"), provide the benefits described in this Section 5.05. Subject to the right of subsequent amendment, modification or termination of Banterra's Employee Plans, as defined below, in Banterra's sole discretion which applies to all employees of the Acquired Corporations who continue employment with ParentBanterra or its subsidiaries, the Surviving Corporation each Continued Employee shall be entitled, as a new employee of a subsidiary of Banterra, to participate in such employee benefit plans, as defined in Section 3(3) of ERISA, or any Subsidiary non-qualified employee benefit plans or deferred compensation, stock option, bonus or incentive plans, or other employee benefit or fringe benefit programs that may be in effect generally for employees of all of Banterra's subsidiaries (the Surviving Corporation after the Effective Time (“Continuing Employees”) "Banterra Employee Plans"), if and as a Continued Employee shall be eligibleeligible and, as determined by Parentif required, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) selected for purposes of eligibility to participate participation therein under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing terms thereof. Continued Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially on the same extent basis as similarly situated employees of Parentother Banterra subsidiaries. All such participation shall be subject to such terms of such Banterra Employee Plans as may be in effect from time to time and this Section 5.05 is not intended to give Continued Employees any rights or privileges superior to those of other employees of Banterra's subsidiaries (except as provided in the following sentence with respect to credit for past service). For purposes of determining credit for past service, the Surviving Corporation or Subsidiary and eligibility for and vesting of the Surviving Corporation, as applicable, and, such employee benefits with respect to the extent applicableBanterra Employee Plans, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations Heartland, Heartland National Bank, or any subsidiary thereof prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Time shall be construed treated as service with an "employer" as if such persons had been employees of Banterra, or its subsidiaries. The Banterra Employee Plans shall cover pre-existing medical conditions to create the extent provided therein. Upon request, Banterra shall provide a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any copy of the Acquired Corporations, and no Continuing Employee, shall be deemed Banterra Employee Plans to be a third party beneficiary of this Agreementthose Continued Employees entitled to participate thereunder.

Employee Benefits. (a) Parent agrees that (a) all As promptly as reasonably practicable after the Effective Time, Acquiror shall enroll those persons who were employees of the Acquired Corporations Company or its Subsidiaries immediately prior to the Effective Time and who continue employment with Parent, remain employees of the Surviving Corporation or any Subsidiary its Subsidiaries or become employees of the Surviving Corporation after Acquiror following the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare Acquiror’s employee benefit plans of for which such employees are eligible (which could, in Acquiror’s sole discretion, include Company Benefit Arrangements continued by Acquiror after the Acquired Corporations Effective Time) (the “Acquired Corporations Benefit Acquiror Plans”), including its medical plans, dental plans, life insurance plans and disability plans, pursuant to the extent that Parent assumes sponsorship terms of the Acquired Corporations Benefit applicable Acquiror Plans, or participate in on substantially similar terms applicable to employees of Acquiror who are similarly situated based on levels of responsibility. Without limiting the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary generality of the Surviving Corporation (collectivelyforegoing, Acquiror shall recognize the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of prior service with the Acquired Corporations prior to Company of each of the Effective Time; provided, however, that Continuing Employees (i) nothing for all purposes in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parentconnection with Acquiror’s PTO policy, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timeseverance policy, 401(k) plan, medical plans, dental plans, life insurance plans and disability plans and (ii) if for all purposes in connection with all other Acquiror Plans (to the Acquired Corporations Benefit extent permitted by the terms of the applicable Acquiror Plans); it is understood that for purposes of the foregoing Acquiror Plans, even in situations where the prior service with the Company is so recognized by Acquiror, the benefit levels under such Acquiror Plans may nevertheless depend in part on the grade or Parent Benefit Plans in which position of the Continuing Employees participate after with Acquiror, all as set forth under the terms of the applicable Acquiror Plans. Notwithstanding anything in this Section 6.4 to the contrary, this Section 6.4 shall not operate to (a) duplicate any benefit provided to any Continuing Employee or to fund any such benefit not previously funded, (b) require Acquiror to continue in effect any Company Benefit Arrangement or any severance plan or other employee benefit plan of Acquiror (or prevent the amendment, modification or termination thereof) following the Effective Time are terminatedfor Acquiror’s employees, then including the Continuing Employees, or (upon expiration of any appropriate transition periodc) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and mean the employment of each the Continuing Employee Employees is not terminable by Acquiror at will at any time, with or without cause, for any reason or no reason. Acquiror shall be “at will” employment. Except as also perform the additional covenants set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementon Schedule 6.4 hereto.

Employee Benefits. (a) Parent agrees that (a) all For at least one year following the Effective Time, AGI shall, or shall cause its Subsidiaries to, provide the employees of the Acquired Corporations Lebenthal who continue employment with Parent, the Surviving Corporation are employed by AGI or any Subsidiary of the Surviving Corporation its Subsidiaries immediately after the Effective Time (“Continuing "Lebenthal Employees”") shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing substantially the same base salary and wages on substantially the same terms and conditions as those in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation effect immediately prior to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if employee benefits that are no less favorable in the Acquired Corporations Benefit aggregate to Lebenthal Plans or Parent Benefit Plans in which Continuing provided to Lebenthal Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations immediately prior to the Effective Time. Following the Effective Time, AGI agrees that AGI shall, or shall cause its Subsidiaries to, (i) recognize all Lebenthal Employees' service with Lebenthal for the purposes of eligibility, participation, level of benefits and vesting of benefits (but not for benefit accrual under defined benefit pension plans) under any employee benefit plans of AGI or its Subsidiaries providing benefits to Lebenthal Employees after the Effective Date (the "New Plans") to the extent such service would have been recognized under the applicable Lebenthal Plans; provided, however, that no such credited service shall result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Lebenthal Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under comparable Lebenthal Plans in which such Lebenthal Employee participated immediately before the Effective Time (such plans, collectively, the "Old Plans") and to the extent such coverage would have been recognized under the applicable Old Plan; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Lebenthal Employee, AGI shall cause all pre-existing condition exclusions and actively at work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusion or requirement would not have applied under the applicable Old Plan, and AGI shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed limit the right of MONY and its Subsidiaries to create a right in any terminate an employee to employment with Parent, of Lebenthal and its Subsidiaries after the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing.

Employee Benefits. (a) Parent Buyer agrees that (a) all employees it shall ensure that each employee of Seller, the Acquired Corporations Company or the Company Subsidiaries who continue continues employment with ParentBuyer, the Surviving Corporation Company or any Subsidiary of the Surviving Corporation their respective subsidiaries or affiliates after the Effective Time Closing Date (a “Continuing EmployeesEmployee”) shall be eligibleprovided with, as determined by Parentfor a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or twelve (12) months following the Closing Date, to either continue participating with compensation and benefits (excluding equity awards) that are substantially, in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)aggregate, equal to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health compensation and welfare benefit plans of Parentbenefits provided by Seller, the Surviving Corporation, or Subsidiary of Company and the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility Company Subsidiaries to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations immediately prior to the Effective Timedate of this Agreement; providedprovided that nothing herein shall preclude Buyer, howeverthe Company or Company Subsidiaries from changing the terms and conditions of employment (subject to the foregoing requirement to provide substantially equal compensation and benefits to each Continuing Employee for the period described above) or terminating the employment of any Continuing Employee at any time following the Closing Date. Notwithstanding the foregoing, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit be interpreted as (i) prohibiting Buyer from converting the employee benefits offered to the Continuing Employees at any time during the aforementioned period to employee benefits offered by Buyer to comparably situated employees of Buyer and its affiliates, (ii) prohibiting the termination of any employee benefits being offered to the Continuing Employees by the Company or the Company Subsidiaries (if any) which are not being offered by Buyer to comparably situated employees of Buyer and its affiliates, or (iii) conferring, or intending to confer, on any employee of Seller, the Company or the Company Subsidiaries a right to continued employment with Buyer or any of its affiliates following the Closing. For clarity, Buyer has the right to modify or terminate the employment or terms of Parentemployment of any Continuing Employee, including the Surviving Corporation or Subsidiary of the Surviving Corporation right to amend or terminate any Parent Benefit Plans employee benefits or Acquired Corporations Benefit Plans at any time following the Effective Timecompensation plan, and (ii) if the Acquired Corporations Benefit Plans program or Parent Benefit Plans in which Continuing Employees participate arrangement, after the Effective Time are terminated, then Closing Date (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, subject to the extent applicable, shall receive credit under such plans for purposes of eligibility foregoing requirement to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior provide substantially equal compensation and benefits to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(cfor the period described above), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) From and after the Effective Time, Parent agrees that (a) all employees shall, or shall cause the Amalgamated Company to, recognize prior service recognized immediately prior to the Effective Time under the Company Benefit Plans of the Acquired Corporations who continue employment with Parent, the Surviving Corporation Company or any Subsidiary of its Subsidiaries of each employee of the Surviving Corporation after Company or any of its Subsidiaries that continues to be employed by the Amalgamated Company following the Effective Time (the “Continuing Company Employees”) shall be eligible, as determined by Parent, to either continue participating in service under the health and welfare employee benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) its Subsidiaries for purposes of eligibility to participate under the Parent Benefit Planseligibility, vesting and level of benefits (but not for purposes of benefit accrualaccruals) in which such Company Employee is eligible to participate following the Effective Time. From and after the Effective Time, each Parent shall, or shall cause the Amalgamated Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any applicable group health plans of Parent or its Subsidiaries to be waived with respect to applicable Company Employees to the extent that such Continuing Employee shall receive credit for his Company Employees were covered or her years would have been covered under the group health plans of service with the Acquired Corporations Company immediately prior to the Effective TimeTime and (ii) give each Company Employee credit, for the plan year in which such Company Employee commences participation in the plans of Parent or its Subsidiaries, towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the commencement of participation. Parent shall maintain employee benefit plans, programs, policies and arrangements (excluding equity-based plans and similar arrangements) for Company Employees following the Effective Time which provide benefits that continue to maintain the Company’s market position vis a vis benefits in Bermuda and which are not, in the aggregate, inconsistent with the Company’s prior general approach to employee benefits; providedprovided that the foregoing shall not apply to Company Employees who are transferred to Parent or one of Parent’s Subsidiaries (other than the Amalgamated Company and its Subsidiaries). Parent will continue in place the Company’s past practices with respect to retired employee medical benefits, however, that (i) nothing to the extent Previously Disclosed. Nothing in this Section 5.5 paragraph shall be applied to the extent it would result in duplication of benefits or elsewhere be interpreted to require Parent to provide employment to any employee of the Company or any of its Subsidiaries or provide for participation of any Company Employee in this Agreement shall limit the right any employee benefit plans, programs, policies or arrangements of Parent. Notwithstanding any other provision herein, none of Parent, the Surviving Corporation or Subsidiary Amalgamated Company nor any of their Subsidiaries shall have any obligation to continue the Surviving Corporation to amend or terminate employment of any Parent Benefit Plans or Acquired Corporations Benefit Plans at Company Employee for any time period following the Effective Time. Parent agrees to perform, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed cause to be a third party beneficiary of this Agreementperformed, those actions which are referred to as Parent having told the Company it will take in employment agreements being entered into with certain Company executives simultaneously herewith.

Employee Benefits. (a) Parent agrees that (a) all Those employees of the Acquired Corporations Company who continue employment with Parent, will be retained by the Surviving Corporation or any Subsidiary of the Surviving Corporation after following the Effective Time (the “Continuing Retained Employees”) shall be eligible, as determined provided credit by ParentParent or the Surviving Corporation for all service with the Company, to either continue participating in the health same extent as such service was credited for such purpose by the Company, under (x) all Company Benefit Plans for purposes of eligibility, vesting and welfare benefit plans of the Acquired Corporations accrual (the “Acquired Corporations other than benefit accrual under any defined benefit Pension Plan) under Parent’s Benefit Plans”), and (y) severance plans, programs and policies for purposes of calculating the amount of each such employee’s severance benefits under Parent’s Benefit Plans. The Surviving Corporation shall give credit to each Retained Employee for earned but unused vacation and accrued vacation. From and after the Effective Time, Parent or the Surviving Corporation shall (i) cause any pre-existing conditions or limitations, actively-at-work requirements and eligibility waiting periods (to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the such waiting periods would be applicable) under any group health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary plan of the Surviving Corporation to be waived with respect to Retained Employees and their dependents and (collectivelyii) give each Retained Employees credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made. For a period of one year following the Closing Date, each Retained Employee shall be (i) entitled to the “Parent Benefit Plans”), as applicablesame base salary, and (bii) for purposes eligible to receive employee benefits that are in the aggregate no less favorable than those employee benefits provided to similarly situated active employees of eligibility to participate under the Parent Benefit Plansand its subsidiaries; provided that nothing herein is intended to result in a duplication of benefits. At Parent’s request, but not for purposes the Company will use its reasonable best efforts to (i) cause any amounts expected to become payable under any designated change of benefit accrual, each such Continuing Employee shall receive credit for his or her years control and severance agreements of service with the Acquired Corporations Company to be paid immediately prior to the Effective Time; provided, however, that (iii) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate cancel any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timesuch agreements, and (iiiii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time ensure that no additional amounts are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementpayable thereunder.

Employee Benefits. (a) Parent agrees As of the Effective Time, Powertel will have terminated all Powertel Benefit Plans except for those Powertel Benefit Plans that (a) VoiceStream requests not be terminated and those Powertel Benefit Plans described in Annex 5.18. VoiceStream shall take all necessary action so that after the Effective Time, any current or former employee of Powertel who is eligible to participate in a Powertel Benefit Plan as of the Effective Time shall either be eligible to continue his or her participation in such Powertel Benefit Plan or participate in a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries, subject to the terms of such corresponding plan. VoiceStream shall have the sole discretion to determine which current or former employees of the Acquired Corporations who Powertel will continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation participation in a Powertel Benefit Plan after the Effective Time and which will commence participation in a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries after the Effective Time and, with respect to current or former employees who transfer participation to such a corresponding plan, when such transfer will occur. VoiceStream need not treat all current and former employees of Powertel (“Continuing Employees”including those who are similarly situated) shall be eligible, as determined by Parent, to either continue participating in the health same manner with respect to which plans they participate in and welfare when, if at all, they transfer participation from a Powertel Benefit Plan to a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries. For example, VoiceStream may decide to have a current or former employee of Powertel continue participation after the Effective Time in certain Powertel Benefit Plans that have not been terminated, and with respect to other benefits transition his participation on or shortly after the Effective Time to a corresponding employee benefit plan maintained by VoiceStream or one of its Subsidiaries. VoiceStream may take such actions (or cause its Subsidiaries or the Surviving Corporation to take such actions) as are necessary or advisable to accomplish the foregoing, including, without limitation, amending the eligibility provisions of plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)VoiceStream, to the extent that Parent assumes sponsorship any of the Acquired Corporations Benefit Plans, its Subsidiaries or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectivelyincluding, the “Parent without limitation, Powertel Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but Plans that are not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his terminated on or her years of service with the Acquired Corporations prior to before the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) Executive shall be eligible, as determined by Parent, entitled to either continue participating participate in the health and welfare employee benefit plans of offered by the Acquired Corporations Company to its employees generally (the collectively, “Acquired Corporations Benefit Plans”), consistent with the terms of the applicable Benefit Plan. The Company reserves the right to amend or cancel any Benefit Plan in accordance with its terms. Executive shall be entitled to annual paid time off (“PTO”) in accordance with the Company’s PTO policies as in effect from time to time. Subject to Section 9(d) below, Executive (or Executive’s spouse/family, if Executive’s employment is terminated due to Executive’s death and Executive’s spouse/family was participating in the Company’s health insurance program at that time) shall be entitled to continue, at the Company’s expense for a period of eighteen (18) calendar months [24 MONTHS FOR CEO] following the month in which the date of Executive’s death or termination of Executive’s employment occurs other than Executive’s termination by the Company for Cause, to participate in and receive benefits and coverage under the Company’s Benefit Plans that provide health insurance to Company employees, with Executive being entitled to the extent levels of benefits and coverages that Parent assumes sponsorship were in place for Executive (and Executive’s spouse/family if applicable) as of the Acquired Corporations Benefit Plansdate of termination of employment or Executive’s death. Notwithstanding any provision of this Section 7 to the contrary and subject to Section 9(d) below, if, upon Executive’s death or termination of employment other than Executive’s termination by the Company for Cause, Executive (or Executive’s spouse if Executive’s employment is terminated due to Executive’s death) is entitled to participate in the health and welfare benefit plans of ParentCompany’s Tier I Legacy Retiree Program, the Surviving Corporation, Tier II Legacy Retiree Program or Subsidiary of the Surviving Corporation Tier III – Post 65 Retiree Program (collectively, the “Parent Benefit PlansLegacy Retiree Programs”), as applicable, ) and (b) such Legacy Retiree Programs provide for purposes Company-provided health insurance for a period of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing time in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary excess of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timeeighteen (18)-month [24-MONTH FOR CEO] period referenced above, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees Executive and/or Executive’s spouse shall be eligible entitled to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under applicable Legacy Retiree Program for such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except longer period as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementapplicable Legacy Retiree Program.

Employee Benefits. (a) Parent agrees that that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements: (ai) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent’s health, as determined by Parentwelfare, severance, vacation, fringe and 401(k) plans, to substantially the same extent as similarly situated employees of Parent; (ii) Parent shall provide the Continuing Employees with service credit for purposes of (A) eligibility and vesting under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Parent or any of its Subsidiaries in which Continuing Employees are eligible to participate, and (B) benefit accrual under any vacation or severance plan of Parent or any of its Subsidiaries in which Continuing Employees are eligible to participate, for all periods of employment with the Surviving Corporation Company or Subsidiary any of its Subsidiaries (or their predecessor entities) prior to the Surviving CorporationEffective Time for which service was recognized by the Company immediately prior to the Effective Time (other than with respect to any newly adopted plan of Parent or its Subsidiaries for which past service credit is not granted to its employees generally or any frozen plan or grandfathered benefit of Parent or its Subsidiaries), as applicable(iii) Parent shall cause any pre-existing conditions or limitations, andeligibility waiting periods or required physical examinations under any medical, health, dental or disability benefit plans of Parent or any of its Subsidiaries to be waived with respect to the Continuing Employees and their eligible dependents to the extent applicablewaived under any similar plans of the Company immediately prior to the Effective Time and (iv) Parent shall give the Continuing Employees and their eligible dependents credit for the plan year in which the Effective Time (or commencement of participation in a plan of Parent or any of its Subsidiaries) occurs for applicable deductibles, shall receive credit co-payments and annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date of commencement of participation in a plan of Parent or any of its Subsidiaries) to the extent such expenses were credited under such any similar plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations Company immediately prior to the Effective Time. Nothing in this Section 5.5 5.5(a) or elsewhere in this Agreement shall be construed to create a right in any employee Company Associate to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent the Surviving Corporation, and the employment of each Continuing Employee shall be “at will” employment. Except for Indemnified Persons (as set forth defined in Section 5.6(c5.6(a)) to the extent of their respective rights pursuant to Section 5.6, no current Company Associate or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, Employee shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”"CONTINUING EMPLOYEES") shall be eligible, as determined by Parent, eligible to either continue participating to participate in the Surviving Corporation's health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (i) nothing in this Section 5.5 6.4 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health or Acquired Corporations Benefit Plans welfare benefit plan at any time following (including as of the Effective Time). Immediately after the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible entitled to participate in one a plan that contains a cash or more corresponding deferred arrangement intended to qualify under Section 401(k) of the Code sponsored, maintained or contributed to by Parent or its Subsidiaries or the Surviving Corporation (a "PARENT 401(k) PLAN"). Each Continuing Employee's period of service and compensation history with the EXECUTION VERSION Company and the Acquired Companies shall be counted in determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit PlansPlan sponsored or maintained by Parent (including, as determined without limitation, the Parent 401(k) Plan), except that such service shall not be taken into account for purposes of benefit accrual under any defined benefit plan of Parent. To the extent any Continuing Employee becomes covered under a health plan sponsored or maintained by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, such Continuing Employee shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrualplan toward any deductible and/or out-of-pocket maximum which may apply under such Parent health plan, for his those sums paid under a health plan sponsored or her years of service with maintained by the Acquired Corporations prior to Companies as deductibles, coinsurance and copayments during the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, calendar year containing the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing Date.

Employee Benefits. (a) Parent agrees that Following the Effective Time until December 31, 2006 (a) all such period referred to herein as the “Benefit Protection Period”), except as otherwise provided in this Section 6.7, Valero shall provide, or shall cause to be provided, to individuals who are employees of Premcor and its Subsidiaries immediately before the Acquired Corporations Effective Time and who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation to be employed by Valero and its Subsidiaries after the Effective Time (other than those covered by a collective bargaining agreement) (the “Continuing Premcor Employees”) shall be eligiblecompensation and employee benefits (other than compensation and benefits under any Premcor Stock Plans) that are, in the aggregate, not less favorable than those generally provided to Premcor Employees as of the date of this Agreement, as determined disclosed by Parent, Premcor to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Valero immediately prior to the date of this Agreement. After the expiration of the Benefit Protection Period, Valero shall provide, or cause to be provided, to Premcor Employees compensation and employee benefit plans and programs that are, in the aggregate, not less favorable than those generally provided to other similarly situated employees of Valero and its Subsidiaries. After the Effective Time, the equity-based benefits to be provided to an eligible Premcor Employee shall be pursuant to the equity-based benefit plans and programs provided to similarly situated employees of Valero and its Subsidiaries. Nothing contained herein shall be construed to prevent the termination of employment of any Premcor Employee; provided, however, that in the event of a qualifying termination (iwhich shall not include a termination for cause or voluntary resignation) nothing of any Premcor Employee during the Benefit Protection Period, Valero shall provide, or cause to be provided, to such terminated Premcor Employee severance benefits that are not less than the amount of severance benefits that would have been payable under the terms of the Premcor severance plan or policy attached to Section 6.7(a) of the Premcor Disclosure Schedule as in this Section 5.5 or elsewhere in effect as of the date of this Agreement shall limit that is applicable to any such Premcor Employee, subject to such Premcor Employee’s execution of a release of claims in the right of Parent, form regularly used by Valero with respect to similarly situated employees and the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition applicable revocation period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees shall take all necessary action so that (a) all employees each person who is an employee of the Acquired Corporations Company or any of its Subsidiaries upon the consummation of the Offer (including each such person who is on vacation, temporary layoff, approved leave of absence, sick leave or short-term disability) shall be permitted to remain an employee of the Company or the Surviving Corporation or a Subsidiary of the Company or of the Surviving Corporation, as the case may be, immediately following such time with wages or salary, as applicable, no less favorable than as in effect immediately preceding such time. Parent shall take all necessary action so that each person receiving, or but for any waiting period would be receiving, long-term disability benefits under a plan of the Company or any of its Subsidiaries upon the consummation of the Offer shall retain after such time the right to continue employment or begin receiving such long-term disability benefits, so long as they remain disabled. Until the first anniversary of the consummation of the Offer, Parent shall take all necessary action so that the Company, the Surviving Corporation and their Subsidiaries maintain for each employee of the Company and its Subsidiaries who is employed by the Company or the Surviving Corporation or a Subsidiary of the Company or the Surviving Corporation upon the consummation of the Offer (collectively, the "Retained Employees") wages and other compensation levels, and benefits (including without limitation benefits thereunder for the spouses, dependents and other beneficiaries of Retained Employees, if applicable) of the types provided under the Benefit Plans, and under all other employee benefit plans, policies, arrangements and understandings that would be Benefit Plans but for their not being material (the "Other Benefit Plans"), as in effect as of the consummation of the Offer which are not and have eligibility requirements that are not less favorable than those wages and other compensation levels, and benefits provided under the Benefit Plans and the Other Benefit Plans, as in effect as of the consummation of the Offer. Parent shall take all necessary action so that each Retained Employee shall after the consummation of the Offer continue to be credited with Parentthe unused vacation and sick leave credited to such employee through the consummation of the Offer under the applicable vacation and sick leave policies of the Company and its Subsidiaries, and Parent shall permit or cause the Company, the Surviving Corporation and their Subsidiaries to permit such employees to use such vacation and sick leave. Parent shall take all necessary action so that, for all purposes under each benefit plan maintained or otherwise provided by the Company, the Surviving Corporation or any Subsidiary of their Subsidiaries in which employees or former employees of the Surviving Corporation Company and its Subsidiaries or the spouses, dependents or other beneficiaries of such persons become eligible to participate after the Effective Time (“Continuing Employees”) consummation of the Offer, each such person shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans credited with all years of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), service to the extent that Parent assumes sponsorship such service would be taken into account under the Benefit Plan or Other Benefit Plan providing benefits of a similar type in effect at the consummation of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementOffer.

Employee Benefits. (a) For one year following the Effective Time (the “Continuation Period”), with respect to each country in which Xxxxxx has an employee workforce, Parent agrees that (a) all employees of shall provide or cause to be provided to the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary employee workforce of the Surviving Corporation after and the other members of the employee workforce of any other Affiliate of Parent who were employees of Xxxxxx or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”) shall be eligible), as determined by Parentemployee benefits that, to either continue participating in the health and welfare benefit plans of aggregate, are no less favorable than the Acquired Corporations (the “Acquired Corporations Benefit Plans”), employee benefits package provided by Xxxxxx to the extent that Parent assumes sponsorship Continuing Employees in such country by Xxxxxx or any of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeits Subsidiaries; provided, however, that, subject to Applicable Law, if Parent has an employee workforce in such country, Parent may, in lieu thereof, provide to the Continuing Employees the benefits package offered to Parent’s employee workforce in such country immediately prior to the execution of this Agreement; and, provided, further, that with respect to equity based compensation, Parent shall have no obligation to provide equity awards to the Continuing Employees during the Continuation Period covering a number of shares of Parent Common Stock in excess of the number of shares of Xxxxxx Common Stock available under the 2000 Management Incentive Program and/or 2005 Long Term Incentive Plan of Xxxxxx as in effect immediately prior to the Effective Time (i) nothing as appropriately adjusted to reflect the Merger). Notwithstanding anything in this Section 5.5 6.9(a) to the contrary, each employee of Xxxxxx or elsewhere in this Agreement shall limit the right any of Parentits Subsidiaries, the Surviving Corporation other than any director or Subsidiary officer of the Surviving Corporation to amend or terminate any Parent Xxxxxx, who is covered and eligible for benefits under an Xxxxxx Domestic Benefit Plans or Acquired Corporations Benefit Plans at any time Plan that provides for payment of cash severance benefits upon certain employment termination shall, upon termination of employment within one year following the Effective Time, receive the severance benefits provided by the Xxxxxx Domestic Benefit Plans applicable to non-officer and non-director employees (iiincluding, without limitation, the Xxxxx Telecom, Inc. Key Employee Severance Policy and the Xxxxxx Employee Severance Plan effective May 1, 2007) or, if the Acquired Corporations Benefit Plans cash severance payments would be higher under a severance plan maintained by Parent or its Affiliates (other than Xxxxxx and its Subsidiaries) applicable to non-officer and non-director employees, such plan of Parent Benefit Plans in which Continuing Employees participate or its Affiliates. From and after the Effective Time are terminatedTime, then (upon expiration of any appropriate transition period) such Continuing Employees Parent and its Affiliates shall be eligible continue, and shall cause the Surviving Entity to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parentcontinue, the Surviving Corporation Xxxxx Telecom, Inc. Key Employee Severance Policy in accordance with its terms in effect on the date hereof until it is amended or Subsidiary terminated in accordance with the provisions of the Surviving Corporationpolicy, as applicable, and, to including (without limitation) the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth consent requirement described in Section 5.6(c), no current or former employee, consultant or director of any II of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementpolicy.

Employee Benefits. (a) Parent agrees that (a) From and after the Effective Time, all employees of the Acquired Corporations who continue employment with Parent, Company Entities (the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing "Employees”") shall be eligibleeligible to participate in Parent's employee benefit plans, programs, policies and arrangements on the same basis as determined by similarly situated employees of Parent; provided, to either continue participating however, that, in lieu of Parent's severance pay plan, Parent shall cause the health and welfare benefit plans Company's severance pay plan as described in Section 5.8(a) of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), Company Disclosure Letter to remain in effect with respect to the extent that Employees for the 12 months immediately following the Effective Time. Parent assumes sponsorship shall, and shall cause the Company and its Subsidiaries to, honor, pursuant to their terms, all employee benefit obligations to current and former directors, officers, consultants and employees under the Compensation and Benefits Plans, including, without limitation, all employment, severance and compensation agreements of the Acquired Corporations Benefit PlansCompany and its Subsidiaries. For purposes of all employee benefit plans, programs or participate arrangements maintained or contributed to by Parent or any of its Subsidiaries, in which the health Employees shall be eligible to participate, Parent shall cause each such plan, program or arrangement to treat the prior service with the Company or its Subsidiaries of each Employee as service rendered to Parent and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) its Subsidiaries for purposes of all eligibility to participate under the Parent Benefit Plansperiods, vesting and benefit accruals thereunder (but not for purposes of benefit accrual, each accruals under any defined benefit pension plan maintained by Parent or its Subsidiaries (other than the Company Entities)). No Employee (or eligible spouse or dependent) who elects to be covered under a Parent medical insurance plan shall be excluded from coverage under such Continuing plan on the basis of a pre-existing condition that was not also excluded under the Company's or any of its Subsidiaries' medical insurance plans. To the extent any such Employee shall receive credit for his has satisfied in whole or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 part any annual deductible or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation paid any out-of-pocket or Subsidiary co-payment expenses under a medical insurance plan of the Surviving Corporation to amend Company or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timeof its Subsidiaries for a plan year, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees individual shall be eligible to participate in one or more credited therefor under the corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary provisions of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary corresponding plan of Parent and its Subsidiaries in which such individual participates after the employment of each Continuing Employee shall be “at will” employmentconversion date. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any Parent agrees that the consummation of the Acquired Corporations, Merger shall constitute a "Change in Control" of the Company Entities for all purposes within the meaning of all Compensation and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementBenefit Plans.

Employee Benefits. (a) Parent agrees that (a) all Following the Closing Date, Buyer shall provide generally to employees of the Acquired Corporations Seller who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time Buyer (“Seller Continuing Employees”) shall be eligiblemedical, as determined by Parentdental, to either continue participating in the health vacation and welfare benefit plans of the Acquired Corporations long-term disability benefits, medical and dependent care flexible spending accounts, severance and life insurance (the collectively, “Acquired Corporations Benefit PlansEmployee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by Buyer or Buyer Bank to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for its other similarly-situated employees. For purposes of eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by Buyer or Buyer Bank to the Seller Continuing Employees, service with Seller or the Bank prior to the Closing Date shall be counted to the extent such service was counted under the Parent Benefit Plans, but not similar plan of Seller or the Bank. The Seller Continuing Employees’ prior service with Seller or the Bank shall also be credited for purposes of benefit accrual, each all waiting periods for participation in any of such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior Benefits to the Effective Time; provided, however, that (i) nothing in this Section 5.5 extent such service was counted under the similar plan of Seller or elsewhere in this Agreement the Bank. Buyer or Buyer Bank shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent also waive all restrictions and limitations for preexisting conditions under Buyer’s Employee Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, andplans, to the extent applicable, such restrictions or limitations would not apply to the Seller Continuing Employees under the similar plan of Seller or the Bank. Buyer or Buyer Bank shall receive use commercially reasonable efforts to provide the Seller Continuing Employees with credit under Buyer’s group health Employee Benefit plans, for the plan year of such plans which include the Closing Date, towards any applicable deductibles under Buyer’s group health Employee Benefit plans for purposes the aggregate amounts paid by such employees toward applicable deductibles under Seller’s group health Employee Benefit plans for the plan year of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with such plans which includes the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing Date.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the Surviving Corporation's health and and/or welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (ia) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans such health and/or welfare benefit plan at any time following the Effective Timetime, and (iib) if Parent or the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedSurviving Corporation terminates any such health and/or welfare benefit plan, then (upon expiration of then, subject to any appropriate transition period) such , the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other non- equity based employee benefit plans, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and. The Continuing Employees shall be given, to the extent applicableconsistent with Parent's benefit plans and with applicable law, shall receive service credit under such plans Parent's benefit plans, for purposes of eligibility to participateand vesting, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior equal to the Effective Timeservice credit currently provided to such Continuing Employees under comparable Company Employee Plans. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent the Surviving Corporation and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c)The Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, no current or former employeeeffective immediately prior to the Effective Time, consultant or director of any employee benefit plan sponsored by any of the Acquired Corporations, and no Continuing Employee, shall be deemed Corporations (or in which any of the Acquired Corporations participates) that contains a cash or deferred arrangement intended to be a third party beneficiary qualify under Section 401(k) of this Agreementthe Code.

Employee Benefits. (a) Parent agrees that Schedule 4.10 sets forth a complete and accurate list (aincluding a summary) of all employees of the Acquired Corporations who continue employment with Parentpension, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleprofit-sharing, as determined by Parentdeferred compensation, to either continue participating in the health bonus, incentive compensation, stock option, share appreciation right, phantom stock, severance, health, dental, vision, life insurance, survivor benefit, vacation and welfare other employee benefit plans of the Acquired Corporations and programs (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plansincluding, but not for purposes of limited to, all employee benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing plans as defined in this ERISA Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c3(3)), no which are currently in effect for Seller which are intended to provide benefits to current or former employeeemployees, consultant directors, officers or director independent contractors and/or their beneficiaries or for which Seller has any Liability. All of any these types of the Acquired Corporations, and no Continuing Employee, arrangements shall be deemed collectively referred to as “Benefit Plans” or “Plans.” An arrangement will not fail to be a third Benefit Plan simply because it only covers one individual, or because Seller’s obligations under the Plan arise by reason of its being a “successor employer” under Applicable Law. Furthermore, a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code will be considered a Benefit Plan for this purpose. None of the benefit plans listed on Schedule 4.10 (individually referred to as a “Benefit Plan” or “Plan”) or any trusts created thereunder, nor any trustee or administrator or fiduciary thereof, has engaged in a “prohibited transaction,” as described in Section 4975 of the Code or Section 406 of ERISA, which would subject the Plan, any such trust or any trustee or administrator or fiduciary thereof, Seller or any party beneficiary dealing with the Plan or any trust to the tax or penalty on prohibited transactions imposed by Section 4975 of this Agreementthe Code or Section 502(i) of ERISA. None of such Plans nor any trusts thereunder has been terminated, nor have there been any “reportable events” with respect thereto, as that term is defined in Section 4043 of ERISA. Each Plan and trust and all provisions thereof are in compliance with ERISA and with the requirements imposed for the “qualification” of the Plan under Section 401(a) of the Code, where applicable. Seller and any administrator of each Plan have complied with all reporting and disclosure requirements of ERISA, the Code and other Applicable Law with respect to the Plan.

Employee Benefits. (a) Parent agrees that (a) all employees Promptly after the Closing Date, the Purchaser shall establish or cause to be established, at its own expense, with effect as of the Acquired Corporations who continue employment Closing Date, benefit plans ("PURCHASER'S BENEFIT PLANS") to provide non-pension benefits for the Transferred Employees in connection with Parent, the Surviving Corporation or any Subsidiary and all claims of the Surviving Corporation Transferred Employees incurred after the Effective Time (“Continuing Employees”) shall Closing Date. The non-pension benefits to be eligibleprovided under the Purchaser's Benefit Plans are to be similar, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)aggregate, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Vendor's Benefit Plans, but the Purchaser does not for purposes of guarantee identical benefits. Such Transferred Employees who participate in the Vendor's non-pension benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with arrangements (the Acquired Corporations prior "VENDOR'S BENEFIT PLANS") according to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary terms of the Surviving Corporation to amend or terminate any Parent Vendor's Benefit Plans or Acquired Corporations shall, with effect as of the Closing Date, cease to participate in and accrue benefits under the Vendor's Benefit Plans at any time following and shall commence participation in and accrue benefits under the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Purchaser's Benefit Plans in which Continuing Employees participate after accordance with, and subject to, the Effective Time are terminatedmembership, then (upon expiration eligibility and coverage requirements of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent the Purchaser's Benefit Plans, as determined by Parent, except that with respect to substantially the same extent as similarly situated employees of Parentsuch Transferred Employees, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicablePurchaser's Benefit Plans shall waive any pre-existing condition limitations, shall receive credit accept any pre-approvals and shall honour any deductibles and out-of-pocket expenses incurred by such Transferred Employees and their dependants during 1996. Transferred Employees who are not participants in the Vendor's Benefit Plans as at the Closing Date shall become participants in and accrue benefits under such plans the Purchaser's Benefit Plans as and from the Closing Date in accordance with, and subject to, the membership, eligibility and coverage requirements thereof. The Vendor shall retain responsibility under the Vendor's Benefit Plans for all amounts payable by reason of or in connection with any and all claims incurred by the Employees before the Closing Date. For the purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create 8.6, a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, claim shall be deemed to be a third party beneficiary have been incurred on the date of this Agreementoccurrence of an injury, the later of diagnosis of an illness and absence from work because of that illness, or any other event giving rise to such claim or series of related claims.

Employee Benefits. (a) Parent agrees that (a) it shall cause the Surviving Corporation to honor all Compensation and Benefit Plans in accordance with their terms as in effect immediately before the Effective Time, subject to any amendment or termination thereof that may be permitted by the terms of such plan and applicable Law. Parent agrees that, for a period from the Effective Time through the first anniversary of the last day of the plan year of each Compensation and Benefit Plan in which the Effective Time occurs, those individuals who as of the Effective Time were employees or former employees of the Acquired Corporations who continue employment with Company and its Subsidiaries (other than employees covered by a collective bargaining agreement) (the “Affected Employees”) shall be provided compensation and employee benefits other than plans involving the issuance of Shares and Company Awards and other than payments or benefits made by reason of the Merger and the other transactions contemplated by this Agreement or any incremental increase in value attributable to the Merger or the other transactions contemplated by this Agreement no less favorable in the aggregate than those provided to the Affected Employees immediately before the Effective Time provided, however, that in determining whether and under what standards equity compensation awards will be granted to Affected Employees, Parent shall apply substantially the same criteria as Parent uses for its other business units. For purposes of the preceding sentence, in the case of any Compensation and Benefit Plan for which the plan year is uncertain (or in the case of compensation not provided under a Compensation and Benefit Plan), the plan year shall be deemed to be the calendar year, provided that, in any event, the period described in the preceding sentence shall be greater than 12 months and less than 24 months, provided that Parent agrees that to the extent required under a Compensation and Benefit Plan in effect as of the date of this Agreement it shall require any successor to the Company, the Surviving Corporation or any portion of the business or assets of the Company or the Surviving Corporation to assume an appropriate portion of the obligations of Parent under this Section 6.8. Notwithstanding the foregoing, nothing contained herein shall obligate Parent, the Surviving Corporation or any Subsidiary Affiliate of either of them to (i) maintain any particular Compensation and Benefit Plan (other than the Company Severance Plans, as defined in the immediately following sentence, and the matters described on Section 6.8 of the Company Disclosure Schedule), (ii) grant or issue any equity or equity-based awards or (iii) retain the employment of any Affected Employee. Notwithstanding the foregoing, until the second anniversary of the Effective Time, Parent shall or shall cause the Surviving Corporation after to continue each of the Severance Plans identified in Section 6.8(a) of the Company Disclosure Letter (the ”Company Severance Plans”) without any change that is adverse to the Affected Employees who participate as of the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)Time, to the extent that Parent assumes sponsorship required under each Company Severance Plan as of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary date of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. For a period of twelve months immediately following the Effective Time, Parent, in its sole discretion, will either (a) Parent agrees continue (or cause the Company to continue) to maintain the Company Benefit Plans (other than equity-based compensation) on comparable terms as in effect immediately prior to the Effective Time, or (b) arrange for each participant (including, without limitation, all dependents) in the Company Benefit Plans (the “Company Participants”) to have benefits that are comparable to benefits (aother than equity-based compensation) all provided to similarly situated employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation Parent under plans of Parent or any Subsidiary its applicable subsidiary (“Parent Plans”) as of the Surviving Corporation Effective Time. For purposes of each Parent Plan in which any Company Participant is eligible to participate after the Effective Time Time, Parent will use commercially reasonable efforts to (“Continuing Employees”i) shall be eligible, as determined by Parent, provide credit to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) each Company Participant for purposes of eligibility to participate and vesting under the such Parent Benefit Plans, but not Plans for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Company (or any predecessors) prior to the Effective Time; providedClosing Date, however(ii) waive any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements (but only to the extent that (i) nothing in this Section 5.5 such limitations, waiting periods and requirements were waived or elsewhere in this Agreement shall limit satisfied under the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent applicable corresponding Company Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective TimePlan), and (iii) provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date, in each of cases (i), (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then and (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, andiii), to the extent applicablepermitted by the terms of the applicable Parent Plan and not resulting in any duplication of benefits. Subject to applicable Law, Parent shall receive credit under such plans be liable for purposes of eligibility paying accrued vacation pay with respect to participate, vacation accrued but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior unused by Company Participants up to the Effective TimeClosing Date under the vacation policies of the Company or its predecessors. Nothing in this Section 5.5 6.13 shall (i) be treated as an amendment of, or elsewhere in this Agreement shall be construed undertaking to create a right in amend, any benefit plan, (ii) prohibit Parent or any of its Affiliates from amending any employee to employment with benefit plan, (iii) obligate Parent, the Surviving Corporation Company or any other Subsidiary of Parent and their respective Affiliates to retain the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current any particular employee or former employee, consultant (iv) confer any rights or director of benefits on any of Person other than the Acquired Corporations, and no Continuing Employee, shall be deemed parties to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent Subject to the other provisions of this Article VIII, Buyer agrees that (a) all employees for a period of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation at least one year after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Closing Date (the “Acquired Corporations Benefit Plans”), "Window Period") it will (i) provide all Transferred Employees with severance benefits at least as favorable as those provided to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Transferred Employees immediately prior to the Effective TimeClosing Date; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if provide all Transferred Employees who were Salaried Business Employees ("Transferred Salaried Employees") with medical and other welfare benefits no less favorable than those provided to such Transferred Salaried Employees immediately prior to the Acquired Corporations Benefit Plans Closing Date; (iii) provide Transferred Salaried Employees with a wage and salary program no less favorable than that in place at the Business immediately prior to the Closing Date; (iv) provide all Transferred Salaried Employees with other compensation and benefits no less favorable in the aggregate than the compensation (including incentive compensation) and benefits provided to such Transferred Salaried Employees immediately prior to the Closing Date; and (v) provide Transferred Employees who were Hourly Business Employees ("Transferred Hourly Employees") covered under the Assumed Collective Bargaining Agreements (as hereinafter defined), such compensation and benefits as are from time to time required by such collective bargaining agreements. In addition, Buyer agrees to give all Transferred Employees service credit for all periods of employment with Fort Xxxxx or Parent Benefit Plans any member of the FJ Group prior to the Closing Date for all purposes under any plan adopted or maintained by Buyer or any of its Subsidiaries in which Continuing Transferred Employees participate. Buyer agrees to waive any limitations regarding pre-existing conditions for medical coverage under any medical plan in which Transferred Employees participate, and to give full credit during calendar year 1999 for any copayments made and deductibles fully or partially satisfied prior to the Closing with respect to Employee Plans, under any welfare or other employee benefit plans maintained by Buyer or any of its Subsidiaries in which Transferred Employees participate after the Effective Time are terminatedClosing. Subject to paragraph (d) hereof, then (upon expiration from and after the Closing Date, Buyer shall be solely responsible for all termination and severance benefits, costs, charges and liabilities of any appropriate transition periodnature incurred with respect to (A) such Continuing Employees shall be eligible a Transferred Employee on or after the Closing, including, without limitation, any claims arising out of or relating to participate in one any plant closing, mass layoff, termination or more corresponding Parent Benefit Plans, as determined by Parent, similar event under applicable law occurring on or after the Closing and (B) any Business Employee who does not become a Transferred Employee and with respect to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, whom Buyer's failure to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service comply with the Acquired Corporations prior employment offer requirements of Section 8.2(a) results in such Business Employee being able to the Effective Time. Nothing in this Section 5.5 claim a termination or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementseverance benefit.

Employee Benefits. Prior to the Effective Time, if requested by Parent in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall (ai) Parent agrees cause to be amended the employee benefit plans and arrangements of it and its Subsidiaries to the extent necessary to provide that (a) all no employees of Parent and its Subsidiaries shall commence participation therein following the Acquired Corporations who continue employment Effective Time unless the Surviving Corporation or such Subsidiary explicitly authorizes such participation and (ii) cause the Company’s 401(k) Retirement Plan (the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than three Business Days prior to the Effective Time; provided that prior to terminating the Company 401(k) Plan, the Company shall provide the form and substance of any applicable resolutions to Parent for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Nothing contained in this Agreement is intended to (i) be treated as an amendment of any particular Company Benefit Plan, (ii) prevent Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare their Affiliates from amending or terminating any of their benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)or, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following after the Effective Time, and any Company Benefit Plan in accordance with its terms, (iiiii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with prevent Parent, the Surviving Corporation or any other Subsidiary of Parent and their Affiliates, after the Effective Time, from terminating the employment of each any employee of the Company and its Subsidiaries at the Effective Time who continues to remain employed with the Company or its Subsidiaries (a “Continuing Employee”) or (iv) create any third-party beneficiary rights in any employee of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee shall be “at will” employmentby Parent, the Surviving Corporation or any of their Affiliates or under any benefit plan which Parent, the Surviving Corporation or any of their Affiliates may maintain. Except as set forth With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent following the Closing Date and in Section 5.6(c), no current or former employee, consultant or director of which any of the Acquired CorporationsContinuing Employees participate (the “Parent Plans”), for purposes of determining eligibility to participate and no Continuing Employeevesting and benefit accrual purposes (but not for accrual of benefits under any defined benefit pension plan), service with the Company (or predecessor employers to the extent Parent provides past service credit) shall be deemed treated as service with Parent, except to be a third party beneficiary the extent such service credit would result in any duplication of this Agreementbenefits. Parent shall use commercially reasonable efforts to cause each applicable Parent Plan to waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations.

Employee Benefits. (a) Parent agrees that (a) that, subject to any commercially reasonable transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, all employees of the Acquired Corporations Tetraphase Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent’s health, as determined by Parentvacation, 401(k) plans, and other employee benefit plans and perquisites to substantially the same extent as similarly situated employees of Parent; provided that until the date that is six months following the Closing Date, the Surviving Corporation or Subsidiary of Parent shall, and shall cause its Subsidiaries (including the Surviving Corporation) to, provide each Continuing Employee with, as applicable, and(i) a rate of salary, bonus opportunity and commission opportunity payable or otherwise provided to such Continuing Employee that is substantially comparable in the extent applicable, shall receive credit under aggregate to that provided to such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations Continuing Employee immediately prior to the Effective Time, and (ii) severance and similar benefits that are no less favorable than the severance and similar benefits provided to the applicable employees of the Company as of the date hereof, as set forth on Section 5.3(a) of the Company Disclosure Schedule. (b) Nothing in this Section 5.5 5.3 or elsewhere in this Agreement shall be construed to create a right in any employee Company Associate to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employmentParent. Except as set forth in for Indemnified Persons to the extent of their respective rights pursuant to Section 5.6(c)5.4, no current or former employee, consultant or director of any of the Acquired CorporationsCompany Associate, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.. (c) If requested by Parent at least five days prior to the Closing, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day prior to the date on which the Merger becomes effective, any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). If the Company is required to terminate any Company 401(k) Plan, then the Company shall provide to Parent prior to the Closing Date written evidence of the adoption by the Company Board of resolutions authorizing the termination of such Company 401(k) Plan (the form and substance of which resolutions shall be subject to the prior review and approval of Parent, such approval not to be unreasonably withheld, conditioned or delayed). (d) With respect to each “employee benefit plan” as defined in Section 3(3) of ERISA and each vacation or paid time off and severance plan (that is not an “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Parent or any Subsidiary of Parent (collectively, the “Parent Benefit Plans”) in which any Continuing Employee will participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all 56

Employee Benefits. (a) Parent agrees that (a) all employees Prior to the Closing the Seller Parties shall take such action as may be necessary to cease participation of the Acquired Corporations who continue employment with ParentTarget Companies in the Plans sponsored by the Seller Parties. From and after the Closing, the Surviving Corporation or any Subsidiary of Buyer shall provide, and shall cause each Target Company to provide, to those individuals who are employed by such Target Company immediately before the Surviving Corporation after the Effective Time Closing (“Continuing Company Employees”), employee benefits (other than participation in stock or equity-based plans) shall be eligiblethat are provided by the Buyer to similarly situated employees, as determined by Parent, subject to either continue participating in the health and welfare terms of such benefits. For all purposes under the employee benefit plans of the Acquired Corporations (Buyer and its Affiliates providing benefits after the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrualClosing, each such Continuing Company Employee shall receive credit for be credited with his or her years of service with the Acquired Corporations prior applicable Target Company and its Affiliates before the Closing, to the Effective Time; providedsame extent as such Company Employee was entitled, howeverbefore the Closing, that to credit for such service under any similar Plans, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, the Buyer shall use commercially reasonable efforts so that: (i) nothing each Company Employee may be eligible to participate, without any waiting time, in this Section 5.5 or elsewhere in this Agreement shall limit any and all employee benefit plans sponsored by the right Buyer and its Affiliates for the benefit of ParentCompany Employees (such plans, collectively, the Surviving Corporation or Subsidiary of “Buyer Plans”) to the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following extent coverage under such Buyer Plan replaces coverage under a comparable Plan in which such Company Employee participated immediately before the Effective TimeClosing (such plans, collectively, the “Old Plans”); and (ii) if the Acquired Corporations Benefit Plans for purposes of each Buyer Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such Buyer Plan will be waived for such employee and his or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition periodher covered dependents. The Buyer will use Commercially Reasonable Efforts cause a Buyer Plan that is qualified under Section 401(a) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, Code to accept direct rollovers (including to the extent applicable, shall receive credit permitted any promissory notes) from a Plan qualified under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any 401(a) of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary Code on behalf of this AgreementCompany Employees.

Employee Benefits. (a) Parent Subject to the other provisions of this Article VIII, Buyer agrees that (a) all employees for a period of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation at least one year after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Closing Date (the “Acquired Corporations Benefit Plans”), "Window Period") it will (i) provide all Transferred Employees with severance benefits at least as favorable as those provided to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Transferred Employees immediately prior to the Effective TimeClosing Date; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if provide all Transferred Employees who were Salaried Business Employees ("Transferred Salaried Employees") with medical and other welfare benefits no less favorable than those provided to such Transferred Salaried Employees immediately prior to the Acquired Corporations Benefit Plans Closing Date; (iii) provide Transferred Salaried Employees with a wage and salary program no less favorable than that in place at the Business immediately prior to the Closing Date; (iv) provide all Transferred Salaried Employees with other compensation and benefits no less favorable in the aggregate than the compensation (including incentive compensation) and benefits provided to such Transferred Salaried Employees immediately prior to the Closing Date; and (v) provide Transferred Employees who were Hourly Business Employees ("Transferred Hourly Employees") covered under the Assumed Collective Bargaining Agreements (as hereinafter defined), such compensation and benefits as are from time to time required by such collective bargaining agreements. In addition, Buyer agrees to give all Transferred Employees service credit for all periods of employment with Fort James or Parent Benefit Plans any member of the FJ Group prior to the Closinx Xxxe for all purposes under any plan adopted or maintained by Buyer or any of its Subsidiaries in which Continuing Transferred Employees participate. Buyer agrees to waive any limitations regarding pre-existing conditions for medical coverage under any medical plan in which Transferred Employees participate, and to give full credit during calendar year 1999 for any copayments made and deductibles fully or partially satisfied prior to the Closing with respect to Employee Plans, under any welfare or other employee benefit plans maintained by Buyer or any of its Subsidiaries in which Transferred Employees participate after the Effective Time are terminatedClosing. Subject to paragraph (d) hereof, then (upon expiration from and after the Closing Date, Buyer shall be solely responsible for all termination and severance benefits, costs, charges and liabilities of any appropriate transition periodnature incurred with respect to (A) such Continuing Employees shall be eligible a Transferred Employee on or after the Closing, including, without limitation, any claims arising out of or relating to participate in one any plant closing, mass layoff, termination or more corresponding Parent Benefit Plans, as determined by Parent, similar event under applicable law occurring on or after the Closing and (B) any Business Employee who does not become a Transferred Employee and with respect to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, whom Buyer's failure to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service comply with the Acquired Corporations prior employment offer requirements of Section 8.2(a) results in such Business Employee being able to the Effective Time. Nothing in this Section 5.5 claim a termination or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementseverance benefit.

Employee Benefits. (a) Subject to this Section 6.13.(b), Parent agrees that (a) all employees of the Acquired Corporations Company and its Subsidiaries who continue employment are provided with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefits under employee benefit plans of the Acquired Corporations Company (other than plans involving the issuance of Shares) (the “Acquired Corporations "Company Benefit Plans”)") shall continue to be covered under the Company Benefit Plans after the Effective Time. Notwithstanding the foregoing, to the extent that Parent assumes sponsorship may terminate all of the Acquired Corporations Company Benefit Plans, or participate in provided that: (i) each Company employee and each employee of the health and welfare Company's Subsidiaries is provided coverage under Parent employee benefit plans (other than plans involving the issuance of Parent, shares) (the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “"Parent Benefit Plans”") on the same terms and conditions as similarly situated Parent employees; (ii) Parent - 44 - 49 causes each Parent Benefit Plan covering employees of the Company or its Subsidiaries to recognize prior service and accrued vacation of such employees with the Company or its Subsidiaries as service and accrued vacation with Parent and its Subsidiaries (A) for purposes of any waiting period, eligibility requirements and benefit accruals under any Parent Benefit Plan that is not a "pension plan" (as defined in Section 3(2) of ERISA), as applicable, and (bB) for purposes of eligibility (including eligibility for early retirement benefits) and vesting (but not benefit accrual) under any Parent Benefit Plan that is a "pension plan" (as defined in Section 3(2) of ERISA); (iii) Parent causes coverage to participate be immediately available for employees of the Company and its Subsidiaries under the comparable Parent Benefit Plan, if any, at the time coverage ceases under any Company Benefit Plan sought to be terminated; and (iv) to the extent Parent elects to terminate any Company Benefit Plan, it will terminate the other Company Benefit Plans in accordance herewith as soon as practicable after the termination of such Company Benefit Plan. Notwithstanding the foregoing, nothing herein shall require Parent to offer benefits under the Parent Benefit Plans comparable to those offered under the Company Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to . Following the Effective Time, Parent shall honor, or shall cause the Surviving Company to honor, all individual employment or severance agreements in effect for employees (or former employees) of the Company as of the date hereof to the extent that such individual agreements are listed in SECTION 4.14.(b) of the Company Disclosure Schedule; provided, however, that (i) nothing contained herein shall prevent Parent from amending or terminating any such agreement in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service accordance with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementits terms.

Employee Benefits. (a) Parent agrees that (a) all employees and Purchaser agree that, effective as of the Acquired Corporations who continue employment with ParentEffective Time and for a three-year period following the Effective Time, the Surviving Corporation and its Subsidiaries and successors shall provide to the employees of the Company or any Subsidiary of the Surviving Corporation after its Subsidiaries immediately prior to the Effective Time (“Continuing "Employees”") shall be eligible, as determined by Parent, to either continue participating with employee plans and programs which provide benefits that are no less favorable in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), aggregate to those provided to such Employees immediately prior to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plansdate hereof. With respect to such benefits, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each service accrued by such Continuing Employee shall receive credit for his or her years of service Employees during employment with the Acquired Corporations Company and its Subsidiaries prior to the Effective TimeTime shall be recognized for all employment and benefit-related purposes as service rendered to the Surviving Corporation and its Subsidiaries and successors, except for benefit accruals under the defined benefit pension plan sponsored by Parent and to the extent necessary to prevent duplication of benefits. (b) Parent and Purchaser agree to honor and to cause the Surviving Corporation to honor, in accordance with their terms, and to make required payments when due under, all contracts, agreements, arrangements, policies, plans and commitments of the Company and its Subsidiaries in effect as of the date hereof (including but not limited to employment, incentive and severance agreements and arrangements), as amended through the date hereof, that are applicable with respect to any employee, officer or director or former employee, officer or director of the Company or any of its Subsidiaries (the "Plans"); provided, however, that the foregoing shall not preclude Parent or Purchaser from amending or terminating any Plan in accordance with its terms. Parent and Purchaser acknowledge that consummation of the Merger shall constitute a "Change in Control" and a "Covered Transaction" for purposes of the Plans. (ic) nothing With respect to any welfare plans in this Section 5.5 or elsewhere in this Agreement which the Employees are eligible to participate after the Effective Time, Parent and Purchaser shall limit the right of Parent, the Surviving Corporation or Subsidiary of cause the Surviving Corporation to amend or terminate (i) waive all limitations as to preexisting conditions exclusions (to the extent such exclusions are not currently applicable to Employees) and waiting periods with respect to participation and coverage requirements (to the extent any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following such waiting periods are not currently in effect with respect to Employees) applicable to the Effective Time, Employees and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of provide each Employee with credit for any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations co- payments and deductibles paid prior to the Effective TimeTime in satisfying any applicable deductible or out-of-pocket requirements. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.5.17

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations Employees who continue employment to remain employed with ParentParent or its Subsidiaries (including, following the Closing, the Subsequent Surviving Corporation or any Subsidiary Company) as of the Surviving Corporation after Closing (the Effective Time (“Continuing Employees”) shall be eligibleprovided with, as determined by Parent(i) during the period commencing on the Closing Date and ending on the one year anniversary of the Closing (or, to either continue participating if earlier, the date of the Continuing Employee’s termination of employment with Parent or such Subsidiary), base salary or base wage and target annual cash bonus opportunities that are substantially comparable in the health aggregate to those in effect for such Continuing Employee immediately prior to the Closing and, (ii) during the period commencing on the Closing Date and ending at the end of the year in which Closing occurs (or, if earlier, the date of the Continuing Employee’s termination of employment with Parent or such Subsidiary), retirement and welfare benefit plans of benefits (excluding equity-based and other long-term incentive compensation) that are substantially comparable in the Acquired Corporations (aggregate to those provided by the “Acquired Corporations Benefit Plans”), Company and its Subsidiaries to such Employees immediately prior to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and Closing. (b) Parent shall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to the Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Closing occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Closing for which payment has been made and (iii) give each Continuing Employee service credit for such Continuing Employee’s employment with the Company and its Subsidiaries for purposes of vesting, benefit accrual and eligibility to participate under the Parent Benefit Planseach applicable benefit plan of Parent, but not as if such service had been performed with Parent, except for benefit accrual under defined benefit pension plans, for purposes of benefit accrual, each such Continuing Employee shall receive credit qualifying for his subsidized early retirement benefits or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes it would result in a duplication of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementbenefits.

Employee Benefits. (a) Parent agrees that Following the Effective Time, Parent, in its sole discretion, will either (a) all employees continue (or cause the Company to continue) to maintain the Company Employee Plans on substantially the same terms as in effect immediately prior to the Effective Time, or (b) arrange for each employee of the Acquired Corporations Company as of the Effective Time (the “Company Employees”) who continue employment with remain employed by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation their respective Subsidiaries after the Effective Time (the “Continuing EmployeesCompany Participants”) shall be eligibleto participate in substantially similar plans or arrangements, as determined by Parenton a plan-by-plan or arrangement-for-arrangement basis, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Parent or its applicable Subsidiary (the “Acquired Corporations Benefit Parent Plans”), to the extent that Parent assumes sponsorship or (c) a combination of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation clauses (collectively, the “Parent Benefit Plans”), as applicable, a) and (b) so that each Company Participant shall have benefits that are substantially similar in the aggregate to benefits provided to similarly situated employees of Parent under Parent Plans. To the extent Parent elects to have the Company Participants participate in the Parent Plans following the Closing Date, (i) each Company Participant will receive credit for purposes of eligibility to participate and vesting under the such Parent Benefit Plans, but not Plan for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Company and its Subsidiaries prior to the Closing Date (other than for accruals under any defined benefit pension plan or participation in Parent’s employee stock purchase plan) to the same extent that such service was recognized under a similar Company Employee Plan, (ii) Parent will use commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plans that are group health plans in which such Company Participants will participate in to be waived; and (iii) Parent will use commercially reasonable efforts to provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. All vacation accrued by Company Participants under the vacation policies of the Company prior to the Effective Time; providedTime shall be either cashed out or honored by Parent in accordance with applicable Legal Requirements and Parent’s policies, however, that as determined in Parent’s discretion. The foregoing requirements in this Section 6.6(a) are subject to: (i) nothing in this Section 5.5 or elsewhere any required transition period, (ii) any applicable Parent Plan provisions, and (iii) the requirements of applicable laws. Nothing contained in this Agreement shall limit the right of Parent, the Surviving Corporation constitute or Subsidiary of the Surviving Corporation be deemed an amendment to amend or terminate any Parent Benefit Plans Plan or Acquired Corporations Benefit Plans at any time following the Effective Timeother compensation or benefit plan, and (ii) if the Acquired Corporations Benefit Plans program or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Timearrangement. Nothing in this Section 5.5 or elsewhere in this Agreement 6.6(a) shall be construed to create a right in any employee of the Company to employment with the Parent, the Surviving Corporation or any other Subsidiary of Parent and their Subsidiaries. In each case, while a Company Employee remains employed, the employment base salary or regular wages as of each Continuing immediately prior to the Effective Time shall not be decreased for a period of one year following the Effective Time for any Company Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed who continues to be a third party beneficiary of this Agreementemployed by the Parent, the Surviving Corporation or their respective Subsidiaries during that period.

Employee Benefits. (a) Parent agrees that (a) Initially after the Closing, the Buyer shall provide to all employees of the Acquired Corporations Seller who continue accept employment with Parentthe Buyer, which employment may be at-will, in the Surviving Corporation or any Subsidiary discretion of the Surviving Corporation after the Effective Time Buyer (“Continuing Transferred Employees”) benefits substantially equivalent to the benefits provided under the plans listed in Schedule 4.9. The Buyer in its sole discretion may at any time replace such benefits with health, welfare and other employee benefit programs maintained by the Buyer that are substantially equivalent to those provided to similarly situated employees of the Buyer; provided that the Buyer shall have at all times the unfettered discretion to change in any way and at any time the terms and conditions of employment of any of its employees. The Buyer agrees to take commercially reasonable steps to permit accounts held by Transferred Employees in the Seller 401(k) plan to be rolled over to Buyer’s 401(k) plan, such that Transferred Employees with outstanding loans with respect to their 401(k) accounts will not have to repay the entire outstanding balance of such loans. The Buyer agrees that any paid time off (PTO) that a Transferred Employee accrued with the Seller up to and through the Closing that remained unused as of the Closing shall be eligible, retained for such Transferred Employee when he or she commences employment with the Buyer (“PTO Rollover”); and each such Transferred Employee shall have the right to use such accrued PTO during his or her employment with the Buyer or be paid out such PTO if it remains unused upon his or her employment cessation with the Buyer. The Buyer agrees that its offer letters provided to the Transferred Employees will require that the Transferred Employees consent to the PTO Rollover. The Buyer shall grant all Transferred Employees credit for all service (to the same extent as determined by Parent, service with the Buyer is taken into account with respect to either continue participating in the health and welfare benefit plans similarly situated employees of the Acquired Corporations Buyer) with the Seller prior to the Closing for (i) eligibility and vesting purposes and (ii) for purposes of Vacation accrual after the “Acquired Corporations Benefit Plans”)Closing as if such service with the Seller was service with the Buyer, but only to the extent that Parent assumes sponsorship no duplication of benefits results. The Buyer and the Seller agree that where applicable with respect to any welfare benefit plan, including without limitation medical or dental benefit plans, of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of ParentBuyer, the Surviving Corporation, or Subsidiary of the Surviving Corporation Buyer shall waive any pre-existing condition exclusion and actively-at-work requirements (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement no such waiver shall limit the right apply to a pre-existing condition of Parentany Transferred Employee who was, the Surviving Corporation or Subsidiary as of the Surviving Corporation to amend or terminate Closing, excluded from participation in a plan maintained by the Seller by virtue of such pre-existing condition) and similar limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, Buyer’s group health plans to the extent applicable, shall receive credit under permitted by such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementplans.

Employee Benefits. (a) Parent agrees that (a) Purchaser shall offer employment to all ----------------- employees of the Acquired Corporations Selling Companies at the same salaries or wages as in effect immediately prior to the Closing Date other than those identified on a schedule to be delivered by Purchaser to the Selling Companies at least thirty days prior to Closing. At any time after the Closing Date, Purchaser, in its sole discretion, may extend to the employees of the Selling Companies who continue employment with Parentbecome employees of Purchaser (each, a "Hired Employee," and collectively, the Surviving Corporation "Hired Employees"), the employee benefit plans and programs, including tax-qualified defined benefit and defined contribution plans, applicable to similarly situated employees of Purchaser and its Subsidiaries. Until that time, Purchaser shall maintain employee benefit plans and programs for the Hired Employees of the Selling Companies with terms no less favorable to such employees than the Plans in place as of the Closing Date for such employees and shall continue to make all contributions to such plans for such period on a basis consistent with the Selling Companies' past practices. The Hired Employees shall be given credit for all purposes under all of Purchaser's pension, welfare and fringe benefit plans, including for purposes of determining vacation and severance pay, for the period during which such employee was employed by any of the Selling Companies or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall ERISA Affiliate; provided, -------- however, that in no event will Purchaser be eligible, as determined by Parent, required to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), credit service to a ------- Hired Employee to the extent that Parent assumes sponsorship such credit would result in a duplication of the Acquired Corporations Benefit Plans, or benefits. Hired Employees shall be entitled to participate in the health and welfare benefit plans maintained by Purchaser for the Hired Employees effective upon the Closing Date without any waiting periods, any evidence of Parent, insurability or the Surviving Corporation, or Subsidiary application of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicableany preexisting condition restrictions, and (b) counting claims incurred prior to the Closing Date for purposes of eligibility to participate under applying co-payments, deductibles, out-of- pocket maximums and other such matters. Effective upon the Parent Benefit PlansClosing Date, but not for purposes Purchaser shall become the plan sponsor of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary all of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (ai) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with ParentPromptly, the Surviving Corporation and in any event within 10 Business Days after any Borrower or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall such Borrower knows or should know that an ERISA Event has occurred that reasonably could be eligibleexpected to result in a Material Adverse Change, as determined by Parent, cause to either continue participating in the health and welfare benefit plans be delivered to Lender a written statement of the Acquired Corporations (chief financial officer of Parent describing such ERISA Event and any action that is being taken with respect thereto by such Borrower, its Subsidiary or ERISA Affiliate, and any action taken or threatened by the “Acquired Corporations Benefit Plans”)IRS, to the extent that Parent assumes sponsorship United States Department of the Acquired Corporations Benefit PlansLabor, or participate in the health PBGC, and welfare benefit plans of Parent, the Surviving Corporation, such Borrower or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”)its Subsidiary, as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to know all facts known by the administrator of any Benefit Plan of which it is the plan sponsor, (ii) promptly, and in any event within 3 Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by any Borrower, any Subsidiary of such Borrower or, to the knowledge of any Borrower, any ERISA Affiliate with respect to such request, and (iii) promptly, and in any event with 3 Business Days after receipt by any Borrower, any Subsidiary of such Borrower or, to the knowledge of any Borrower, any ERISA Affiliate, of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of such notice. Cause to be delivered to Lender, upon Lender's request, each of the following: (i) a third party beneficiary copy of this Agreementeach Benefit Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of any Borrower or its Subsidiaries; (ii) the most recent determination letter issued by the IRS with respect to each Benefit Plan; (iii) for the 3 most recent plan years, annual reports on Form 5500 Series required to be filed with any governmental agency for each Benefit Plan; (iv) all actuarial reports prepared for the last 3 plan years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by any Borrower, any Subsidiary of such Borrower, or any ERISA Affiliate to each such plan and copies of the collective bargaining agreements requiring such contributions; (vi) any information that has been or is provided to any Borrower, any Subsidiary of such Borrower or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan; and (vii) the aggregate amount of the most recent annual payments made or to be made to former employees of any Borrower or its Subsidiaries under any Retiree Health Plan.

Employee Benefits. (a) Parent agrees that Employment of Initial Employees. Reasonably in advance of the ------------------------------- Closing, Buyer will offer to the individuals listed or described on Schedule 5.10(a) (a) the "Transferred Employees"), which Schedule is intended ---------------- to list all current employees of the Acquired Corporations who continue Company, employment with Parent, the Surviving Corporation or any Subsidiary Buyer effective as of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleClosing, as determined by Parentwith initial job responsibilities, to either continue participating compensation, and benefits comparable in the health and welfare benefit plans aggregate to those extended to such individuals by the Seller immediately prior to Closing. Seller will use its commercially reasonable best efforts to assist Buyer in making arrangements for Buyer to hire all Transferred Employees as of the Acquired Corporations (Closing, including terminating the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Transferred Employees immediately prior to the Closing and cooperating with Buyers to accomplish the transfer of account balances described in Section 5.10(e) below. Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary as of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans Closing, all Transferred Employees who accept Buyer's offer of employment will become employees of the Buyer ("Hired Employees"). Buyer will employ the Hired Employees at any time following the Effective Timewill, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans except in those cases in which Continuing Employees participate Buyer and a Hired Employee enter into a mutually agreed upon written contract of employment. Notwithstanding the foregoing, Buyer shall not at or after the Effective Time Closing cause to occur a "mass layoff" or "plant closing" as those terms are terminateddefined in the Worker Adjustment and Retraining Notification Act ("WARN") that would result in any Liability to the Company or the Stockholder under WARN, then (upon expiration nor shall Buyer cause to occur after the Closing a "plant closing" or "covered partial plant closing" as defined in Chapter 151A section 71A of the Massachusetts General laws that would result in any appropriate transition period) such Continuing Employees liability of the Company or the Stockholder to provide health benefits, in each case with respect to Hired Employees; it being understood that Buyer shall be eligible free to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of take any of the Acquired Corporations, actions described in this sentence so long as Buyer indemnifies the Company and no Continuing Employee, shall the Stockholder for any Liabilities that would otherwise be deemed to be a third party beneficiary of this Agreementincurred by such Parties.

Employee Benefits. (a) Parent agrees that (a) all employees Employees of the Acquired Corporations Company who continue employment with Parent, the Surviving Corporation Parent or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation's retirement, or Subsidiary of the Surviving Corporation (collectivelyhealth, the “Parent Benefit Plans”), as applicable, vacation and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of other non-equity based employee benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (ia) nothing in this Section 5.5 5.12 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such retirement, health, vacation or Acquired Corporations Benefit Plans other employee benefit plan at any time following the Effective Timetime, and (iib) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such retirement, health, vacation or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedother employee benefit plan, then (upon expiration of any appropriate transition period) such the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other non-equity based employee benefit plans, to substantially the same extent as similarly situated employees of Parent in similar positions and at similar grade levels. With respect to such benefits and to the extent permitted under applicable employee benefit plans of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not service accrued by Continuing Employees (and eligible dependents) for purposes of benefit accrual, for his or her years of service employment with the any Acquired Corporations Entity prior to the Effective TimeTime shall be recognized (except to the extent necessary to prevent duplication of benefits), any pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Company Employee Plan) and eligibility waiting periods applicable to any Continuing Employee of an Acquired Entity under any group health plan shall be waived, and employees shall be given credit for amounts paid under any Company Employee Plan during the same period 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 Company Employee Plan. Nothing in this Section 5.5 5.12 or elsewhere in this Agreement shall be construed to create a right in any employee Employee to employment with Parent, the Surviving Corporation or any other Subsidiary subsidiary of Parent and, subject to any other binding written agreement between an Employee and Parent or the Surviving Corporation, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) For at least one year following the Effective Time, the Parent agrees that (a) all shall, or shall cause its Subsidiaries to, provide the employees of the Acquired Corporations Company who continue employment with Parent, are employed by the Surviving Corporation Parent or any Subsidiary of the Surviving Corporation its Subsidiaries immediately after the Effective Time (“Continuing "Company Employees”") shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing substantially the same base salary and wages on substantially the same terms and conditions as those in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation effect immediately prior to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if employee benefits that are no less favorable in the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, aggregate to the extent applicable, shall receive credit under such plans for purposes of eligibility Company Plans provided to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations Company Employees immediately prior to the Effective Time. Nothing in this Section 5.5 Following the Effective Time, the Parent agrees that the Parent shall, or elsewhere in this Agreement shall be construed to create a right in cause its Subsidiaries to, (i) recognize all Company Employees' service with the Company for the purposes of eligibility, participation, level of benefits and vesting of benefits (but not for benefit accrual under defined benefit pension plans) under any employee benefit plans of the Parent or its Subsidiaries providing benefits to employment with ParentCompany Employees after the Effective Date (the "New Plans") to the extent such service would have been recognized under the applicable Company Plans; provided, that no such credited service shall result in a duplication of benefits. In addition, and without limiting the Surviving Corporation or any other Subsidiary generality of Parent and the employment of foregoing: (i) each Continuing Company Employee shall be “immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under comparable Company Plans in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the "Old Plans") and to the extent such coverage would have been recognized under the applicable Old Plan; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively at will” employment. Except as set forth in Section 5.6(c)work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusion or requirement would not have applied under the applicable Old Plan, no current and Parent shall cause any eligible expenses incurred by such employee and his or former employee, consultant or director of any her covered dependents during the portion of the Acquired Corporations, and no Continuing Employee, shall be deemed plan year of the Old Plan ending on the date such employee's participation in the corresponding New Plan begins to be a third party beneficiary taken into account under such New Plan for purposes of this Agreementsatisfying all deductible, coinsurance and maximum out of pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Employee Benefits. (a) Parent agrees that (a) Purchaser shall provide to all employees of the Acquired Corporations Wholesale Employees who continue accept employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time Purchaser (“Continuing Hired Wholesale Employees”) shall be eligibleemployee benefits in accordance with employee benefit plans (such as defined benefit plans, as determined by Parent, to either continue participating in the health defined contribution plans and welfare benefit plans plans), programs, policies and pay practices (such as vacations, bonuses, severance and short-term disability leaves) which shall be equivalent to the benefits provided to similarly situated employees of Purchaser. Nothing herein shall require Purchaser to assume, adopt or continue any employee benefits plan, programs, policies, or pay practices of Seller. Purchaser shall be responsible for all salaries, bonuses and severance, if any, associated with the Acquired Corporations (Hired Wholesale Employees accruing for any period beginning on or after the “Acquired Corporations Benefit Plans”)Employee Closing. For each Hired Wholesale Employee who participates in any welfare benefit plan, or is subject to any policy or pay practice, of Purchaser, to the extent that Parent assumes sponsorship of permitted under the Acquired Corporations Benefit Plans, or participate in the health and applicable welfare benefit plans of Parentplan, both Purchaser and the Surviving Corporationapplicable welfare benefit, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, policy and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee pay practice shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 not require a physical examination or elsewhere in this Agreement shall limit the right other proof of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timeinsurability, and (ii) if the Acquired Corporations Benefit Plans waive all coverage exclusions and limitations relating to waiting periods or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedpre-existing conditions, then (upon expiration of with respect to any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving CorporationHired Wholesale Employees or any dependent covered by comparable welfare benefit plan, policy or pay practice of the Seller in effect as applicable, and, of the Closing. Purchaser shall take such actions as are necessary to ensure that the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of Hired Wholesale Employees’ service with the Acquired Corporations Seller and Seller’s Affiliates completed prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Employee Closing (“Past Service”) shall be construed considered service with Purchaser completed after the Employee Closing for all purposes under any welfare benefit plan (as defined in section 3(1) of ERISA, excluding any post-retirement welfare plans), including all severance plans and policies of Purchaser. Further, Purchaser shall take such actions as are necessary to create a right in any employee to employment with Parent, ensure that the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee Hired Wholesale Employees’ Past Service shall be “at will” employment. Except considered service with Purchaser completed after the Employee Closing for eligibility to participate and vesting purposes (but not benefit accrual) under any pension benefit plan (as set forth defined in Section 5.6(c), no current or former employee, consultant or director 3(2) of any of ERISA) maintained by Purchaser in which the Acquired Corporations, and no Continuing Employee, shall be deemed Hired Wholesale Employees are eligible to be a third party beneficiary of this Agreementparticipate.

Employee Benefits. (a) Parent agrees 7.7.1. Prior to the Effective Time, BMBC shall take all reasonable action so that (a) all employees of the Acquired Corporations RBPI and its Subsidiaries who continue employment with Parent, the Surviving Corporation become employees of BMBC or any a BMBC Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleentitled to participate, effective as determined by Parentsoon as administratively practicable following the Effective Time, in each of the BMBC Compensation and Benefit Plans to either continue participating the same extent as similarly-situated employees of BMBC and its Subsidiaries (it being understood that inclusion of the employees of RBPI and its Subsidiaries in the health BMBC Compensation and welfare benefit Benefit Plans may occur at different times with respect to different plans and that any grants to any Continuing Employee under any BMBC Stock Benefit Plan shall be at the discretion of BMBC). Notwithstanding the foregoing, BMBC may determine to continue any of the Acquired Corporations employee benefit plans, programs or arrangements of RBPI or any its Subsidiaries for Continuing Employees in lieu of offering participation in the BMBC Compensation and Benefit Plans providing similar benefits (the “Acquired Corporations Benefit Plans”e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the extent that Parent assumes sponsorship of the Acquired Corporations corresponding BMBC Compensation and Benefit Plans, or participate provided the result is the provision of benefits to Continuing Employees that are substantially similar to the benefits provided to the employees of BMBC and its Subsidiaries generally. Should BMBC notify RBPI in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary advance of the Surviving Corporation (collectivelyEffective Time that it wishes RBPI or any RBPI Subsidiary to terminate any RBPI Compensation and Benefit Plan prior to the Effective Time, RBPI shall take all steps necessary to comply with such request prior to the “Parent Effective Time; provided that RBPI shall have no obligation to terminate any such plan unless and until BMBC shall have irrevocably certified to RBPI that all conditions set forth in Article IX to the obligation of BMBC to consummate the transactions contemplated hereby have been satisfied or, where legally permissible, waived. BMBC shall cause each BMBC Compensation and Benefit Plans”)Plan in which Continuing Employees are eligible to participate to recognize, as applicable, and (b) for purposes of determining eligibility to participate under in, the Parent Benefit Plans, vesting of benefits and for all other purposes (but not for purposes the accrual of benefit accrualbenefits, each except as specifically set forth herein) under the BMBC Compensation and Benefit Plans the service of such Continuing Employee shall receive credit for his Employees with RBPI and its Subsidiaries or her years of service with the Acquired Corporations any predecessor thereto prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees credit for benefit accrual purposes shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans given for purposes of eligibility to participate, but not BMBC vacation and other leave policies or programs and for purposes of benefit accrual, for his the calculation of severance benefits under any severance compensation plan or her years practice of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent BMBC and the employment of each Continuing Employee shall be “at will” employment. Except its Subsidiaries as set forth in Section 5.6(c), no current BMBC Disclosure Schedule 7.7.1. This Agreement shall not be construed to limit the ability of BMBC or former employee, consultant or director BMT to terminate the employment of any of the Acquired Corporations, employee or to review employee benefits programs from time to time and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementmake such changes (including terminating any program) as they deem appropriate.

Employee Benefits. (a) Parent agrees that (a) all employees Subject to the terms of any Transition Services Agreement entered into by the Parties, effective as of the Acquired Corporations who continue employment with ParentClosing Date, all Transferred Employees shall cease to participate actively in and accrue benefits under the Plans. Except as provided in Section 6.4(c), Section 6.9 and Section 6.10, the Surviving Corporation Seller and its Affiliates shall retain all accrued Liabilities under the Plans for all periods prior to the Closing. The Purchaser shall cause any employee benefit plan that will cover the Transferred Employees on and after the Closing to recognize each Transferred Employee’s years of service and level of seniority prior to the Closing with the Seller or any Subsidiary of its Affiliates (including service and seniority with any other employer that was recognized by the Seller or any of their Affiliates) for purposes of terms of employment, eligibility, vesting and benefit accruals under such plans, including vacation, sick or other paid leave, severance benefits and employer contribution rates under retirement plans, except as would result in any duplication of benefits for the same period of service. Subject to the terms of any Transition Services Agreement entered into by the Parties, the Purchaser shall cause each Transferred Employee and such Transferred Employee’s dependents to be eligible for coverage under group health, prescription drug, dental and similar type welfare benefit plans maintained by the Purchaser or one of its Affiliates, effective immediately as of the Surviving Corporation after Closing Date. The Purchaser shall use commercially reasonable efforts to ensure that the Effective Time (“Continuing Employees”) Transferred Employees and their dependents shall be eligiblehave any pre-existing condition limitations, as determined by Parenteligibility waiting periods, evidence of insurability and required physical examinations waived with respect to either continue participating in the all health and welfare benefit plans provided by the Purchaser or one of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), its Affiliates to the extent Transferred Employees. For purposes of satisfying deductibles, out-of-pocket maximums or other similar limitations, the Purchaser shall use commercially reasonable efforts to ensure that Parent assumes sponsorship the Transferred Employees and their dependents receive credit under the Purchaser’s or one of its Affiliates’ health and welfare benefit plans, for the Acquired Corporations Benefit Plansplan year in which the Closing Date occurs, or participate for any deductibles, co-insurance and co-payments already incurred in the portion of such plan year occurring prior to the Closing Date under the Seller’s or one of its Affiliates’ health and welfare benefit plans that provide similar benefits. Subject to the terms of Parentany Transition Services Agreement entered into by the Parties, as of the expiration of the TSA Benefits Period, the Surviving CorporationPurchaser shall cause each Transferred Employee who participated in a flexible spending account plan maintained by the Seller or one of its Affiliates (the “Seller’s FSA Plan”) to have flexible spending account(s) under a flexible spending account plan maintained by the Purchaser or one of its Affiliates (the “Purchaser’s FSA Plan”). The Purchaser shall, or Subsidiary shall cause its Affiliates to, cause the Purchaser’s FSA Plan to accept a spin-off of the Surviving Corporation (collectively, flexible spending reimbursement accounts from the “Parent Benefit Plans”), Seller’s FSA Plan and shall continue to honor all payroll deductions as applicable, and (b) for purposes of eligibility to participate most recently elected by the Transferred Employee under the Parent Benefit PlansSeller’s FSA Plan for the remainder of the year in which the expiration of the TSA Benefits Period occurs. Effective on or as soon as practicable after the expiration of the TSA Benefits Period, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing if the aggregate benefits paid by the Seller’s FSA Plan to the Transferred Employees during the year in this Section 5.5 or elsewhere which the Closing occurs exceed the aggregate accumulated contributions to the flexible spending reimbursement accounts under the Seller’s FSA Plan made in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary respect of the Surviving Corporation to amend Transferred Employees during such year, then the Purchaser shall reimburse the Seller for the amount of such excess or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans aggregate accumulated contributions to the flexible spending reimbursement accounts under the Seller’s FSA Plan made in respect of the Transferred Employees during the year in which Continuing the Closing occurs exceed the aggregate benefits paid by the Seller’s FSA Plan to the Transferred Employees participate during such year, then the Seller shall reimburse the Purchaser for the amount of such excess. Subject to the terms of the Transition Services Agreement entered into by the Parties, the Seller shall, or shall cause its Subsidiaries to, pay all group health, prescription drug, dental and similar type welfare claims incurred prior to the Closing Date, and the Purchaser shall, or shall cause its Affiliates to, pay all group health, prescription drug, dental and similar type welfare claims incurred on or after the Effective Time are terminatedClosing Date, then (upon each on an as-incurred basis. All claims submitted on or after the expiration of any appropriate transition period) such Continuing the TSA Benefits Period for flexible spending account benefits by the Transferred Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined paid by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, Purchaser’s FSA Plan. Notwithstanding anything contained herein to the extent applicablecontrary, shall receive credit under such plans for purposes Transferred Employees who are employed by the Purchaser or any of eligibility to participate, but not for purposes its Affiliates as of benefit accrual, for his or her years of service with and after the Acquired Corporations prior Closing pursuant to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Labor Agreements shall be construed provided the benefits that are required by the relevant Labor Agreement as in effect from time to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementtime.

Employee Benefits. Surviving Corporation shall employ as of the Closing Date all of the currently active employees (aincluding all Target Service Providers) employed by Target immediately prior to the Closing Date and each Employee of Target (including all Target Service Providers) on a short-term leave of absence or short-term disability as of the Closing Date (the "TARGET EMPLOYEES"). Immediately following the Closing Date, Parent agrees that and Merger Sub shall provide to each Target Employee who is employed by the Merger Sub as of the Closing Date (athe "TRANSFERRED TARGET EMPLOYEES") all employee benefits (including without limitation, hospitalization, medical, prescription, dental, disability, salary continuation, retirement, deferred compensation, pre-tax premium payment, vacation, life and accidental death and disability, disability, travel accident, incentive, bonus, post-retirement, supplemental retirement, severance, fringe benefits and other similar benefits but excluding any plan or program (or feature thereof) which provides any opportunity to, directly or indirectly, acquire or invest in the equity of the employer) which are, in the aggregate, substantially similar to the employee benefits provided as of such date to similarly situated employees of Parent and its affiliates. Parent and Merger Sub shall take all actions necessary so that the Acquired Corporations who continue employment with ParentTransferred Target Employees will receive credit for eligibility, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time benefit accrual and vesting purposes (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes the accrual of benefit accrual, each such Continuing Employee shall receive credit retirement benefits) for his or her years their periods of service with the Acquired Corporations Target which would be counted under any similar employee benefit plan, program or arrangement established, maintained, continued or made available by Parent and Merger Sub after the Closing in which such Transferred Employees are eligible to participate, pursuant to the terms of such plan; PROVIDED, that the participation by Target's employees in such benefit plans shall not be subject to any pre-existing condition exclusions, and for purposes of computing deductible amounts, copayments (or similar adjustments or limitations on coverage) under any such plan, expenses and claims previously recognized for similar purposes under plans of Target (including plans maintained by any third party or organization) providing similar benefits prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees Closing Date shall be eligible to participate in one credited or more corresponding Parent Benefit Plans, as determined by Parent, to substantially recognized under the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementapplicable plan.

Employee Benefits. (a) Parent agrees that (a) all employees and the Purchaser shall, as of the Acquired Corporations who Effective Time, continue the employment with Parentof all persons who, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations immediately prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary were employees of the Surviving Corporation to amend Company or terminate any its Subsidiaries ("Retained Employees"). Parent Benefit Plans or Acquired Corporations Benefit Plans at any time and the Purchaser agree that, effective as of the Effective Time and for a three-year period following the Effective Time, the Surviving Corporation and (iiits Subsidiaries and successors shall provide the Retained Employees with employee plans and programs which provide benefits that are no less favorable in the aggregate to those provided to such Retained Employees immediately prior to the date hereof. With respect to such benefits, service accrued by such Retained Employees during employment with the Company and its Subsidiaries prior to the Effective Time shall be recognized for all purposes, except to the extent necessary to prevent duplication of benefits. Nothing in this Section 5.7(a) if shall be deemed to require the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate employment of any Retained Employee to be continued for any particular period of time after the Effective Time are terminatedTime. (b) Parent and the Purchaser agree to honor, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, and cause the Surviving Corporation or Subsidiary to honor, without modification, all employment and severance agreements and arrangements, as amended through the date hereof, with respect to employees and former employees of the Surviving CorporationCompany, including the Employee Agreements referred to in Section 3.8(a) hereof (collectively, the "Severance Agreements"), all Supplemental Retirement and Death Benefit Agreements, as applicableamended through the date hereof, between the Company and certain officers (collectively, "Retirement Agreements") and any other Benefit Plan, agreement or arrangement which provides for the payment or acceleration of benefits to employees of the Company upon a change in control of the Company. Parent and the Purchaser acknowledge that the consummation of transactions contemplated hereby (including the Offer) shall constitute a "change in control" for purposes of this Section 5.7(b) and the Severance Agreements, Retirement Agreements and other agreements referred to herein. If any payments are required to be made under any employment or severance agreement or arrangement, as amended through the date hereof, with respect to employees and former employees of the Company (including the Employee Agreements and Severance Agreements referred to in Section 3.8 or 5.7 hereof), as a result of the consummation of the transactions contemplated hereby, such payments shall be made on the date on which the Shares are accepted for payment pursuant to the Offer. (c) Parent and the Purchaser agree that at or prior to the Effective Time, the Board of Directors of the Company (or the Compensation Committee thereof) after consultation with the Chief Executive Officer of the Company, may allocate to officers and employees of the Company and its Subsidiaries the 1998 Bonus Pool (as defined below) in a manner consistent with past practice, and, to the extent applicable, shall receive credit under payments in respect of such plans for purposes of eligibility to participate, but allocated amounts have not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations been made prior to the Effective Time, Parent and the Purchaser agree to make payments, or to cause the Surviving Corporation to make payments, in respect of such allocated amounts within five days after the Effective Time. Nothing The amount of the "1998 Bonus Pool" shall equal the aggregate amount of bonuses paid in this Section 5.5 respect of the Company's 1997 fiscal year under the Company's Management Incentive Plan multiplied by a fraction, the numerator of which is the number of days which have elapsed during fiscal 1998 and the denominator of which is 365. (d) In the event Parent or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Purchaser or the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other Subsidiary person and shall not be the continuing or surviving corporation or entity of Parent such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the employment extent necessary to effectuate the purposes of each Continuing Employee this Section 5.7, proper provision shall be “at will” employment. Except made so that the successors and assigns of Parent, the Purchaser or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 5.6(c), no current or former employee, consultant or director of any 5.7 and none of the Acquired Corporations, and no Continuing Employee, actions described in clauses (i) or (ii) shall be deemed to be a third party beneficiary of this Agreement.taken until such provision is made. Section 5.8

Employee Benefits. (a) Parent Subject to the other provisions of this Article VII, Purchaser agrees that for a period of at least one year after the Closing Date it will (ai) provide Transferred Employees with a wage and salary program no less favorable than that in place at the Business immediately prior to the Closing Date and (ii) provide all Transferred Employees with compensation and benefits which are no less favorable than the compensation (including incentive compensation) and benefit plans, programs and policies of general applicability that are provided to similarly situated employees of Purchaser and its Subsidiaries (and excluding for this purpose individual negotiated commission arrangements). Effective as of the Acquired Corporations who continue employment with ParentClosing Date, the Surviving Corporation or any Subsidiary Purchaser will count the service of the Surviving Corporation after the Effective Time each Transferred Employee with Seller and its Affiliates (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (btheir predecessor entities) for purposes of determining each Transferred Employee's eligibility to participate under the Parent Benefit Plansin and eligibility for benefits (including but not limited to, vesting, and eligibility for early retirement, benefit forms, eligibility for early retirement subsidies, but not for purposes including benefit accruals under any defined benefit pension plan of Purchaser) under each of Purchaser's or its Affiliate's employee benefit accrualplans, each programs or arrangements that are provided to such Continuing Employee Transferred Employees. With respect to Transferred Employees, Purchaser's or its Affiliate's medical and health plans shall receive credit for his or her years of service with take into account expenses incurred by Transferred Employees (during the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans plan year in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition periodClosing Date occurs) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such Seller's medical and health plans for purposes of eligibility determining deductibles and out-of-pocket limits under Purchaser's or its Affiliate's medical and health plans for the remainder of the plan year, and Purchaser's welfare benefit plans shall waive all limitations as to participatepre-existing condition exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees. With respect to vacation, but not for purposes severance, and service related awards provided by Purchaser or its Affiliates, the seniority or period of benefit accrual, for his or her years service of each Transferred Employee shall include periods of service with Seller and its Affiliates (and their predecessor entities). On the Acquired Corporations prior to Closing Date, Seller shall provide Purchaser with a schedule setting forth the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parentyears of credited service under Seller's benefit and compensation plans, the Surviving Corporation or any other Subsidiary of Parent programs and the employment of policies for each Continuing Employee shall be “at will” employmentTransferred Employee. Except as set forth in Section 5.6(c)7.7 with respect to TARRP Payments, no current or former employeethe severance and outplacement benefits under the Separation Pay Plan and the payments under the LTIP, consultant or director from and after the Closing Date, Purchaser shall be solely responsible for all termination and severance benefits, costs, charges and Liabilities of any nature incurred with respect to a Transferred Employee after the Cut-Off Date, including any claims arising out of or relating to any plant closing, mass layoff, termination or similar event under Applicable Law occurring on or after the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementClosing Date.

Employee Benefits. (a) Parent agrees that (a) all employees of Following the Acquired Corporations who continue employment with ParentEffective Time, the Surviving Corporation shall provide generally to officers and employees of IndyMac and SGV and their respective Subsidiaries, who at or any Subsidiary after the Effective Time become or remain employees of the Surviving Corporation after and its Subsidiaries (the Effective Time "Continuing ---------- Employees"), employee benefits under employee benefit plans on terms and --------- conditions which, when taken as a whole, are substantially similar to those currently provided by IndyMac to its similarly situated officers and employees. For purposes of participation, vesting, and benefit accrual (“but not accrual of benefits under any tax qualified defined benefit pension plan) under such employee benefit plans, (i) each Continuing Employees”) Employee's prior service with IndyMac or SGV shall be eligible, treated as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, service under the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time's tax qualified retirement plans, and (ii) if service under any other employee benefit plans of IndyMac or SGV shall be treated as service under any similar employee benefit plans maintained by the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Surviving Corporation. The Surviving Corporation shall cause IndyMac's welfare benefit plans that cover the Continuing Employees participate after the Effective Time are terminatedto (x) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, then and (upon expiration of y) cause any appropriate transition period) deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under IndyMac or SGV welfare benefit plans to be credited to such Continuing Employees shall be eligible under IndyMac's welfare benefit plans, so as to participate in one reduce the amount of any deductible, co-insurance, or more corresponding Parent Benefit Plans, as determined maximum out-of- pocket payments payable by Parent, to substantially the same extent as similarly situated employees of Parent, Continuing Employees under the Surviving Corporation or Subsidiary IndyMac welfare benefit plans. The continued coverage of the Surviving Corporation, as applicable, and, to Continuing Employees under the extent applicable, shall receive credit under such similar employee benefits plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his maintained by IndyMac or her years of service with the Acquired Corporations SGV and/or any Subsidiary immediately prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Time during a transition period after the Effective Time to be determined by IndyMac shall be construed deemed to create a right in any employee provide the Continuing Employees with benefits that are no less favorable than those offered to employment with Parentother employees of IndyMac and its Subsidiaries. Except as otherwise expressly contemplated by this Agreement, IndyMac also shall cause the Surviving Corporation to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.11 of the SGV Disclosure Memorandum to IndyMac between any SGV Entity and any current or any other Subsidiary of Parent and former director, officer, or employee thereof. To the employment of each Continuing Employee shall be “at will” employment. Except extent that IndyMac has agreed to cause the Surviving Corporation to honor the Contracts as set forth in Section 5.6(cthe preceding sentence (the "SGV Compensation Contracts"), no current or former employeeIndyMac acknowledges that the -------------------------- Merger constitutes a "change of control" for all purposes, consultant or director pursuant to any such SGV Compensation Contracts. SGV, in turn, acknowledges that the employment of any all officers of SGV will be terminated at the Closing Date and that such termination shall give rise to the benefits due under the SGV Compensation Contracts upon a change in control and that SGV will pay all amounts due under the SGV Compensation Contracts, subject to receipt by IndyMac of the Acquired Corporationscalculation of the payment amounts, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementat the Closing Date as set forth in the SGV Compensation Contracts.

Employee Benefits. (a) Parent agrees that (a) As of Closing Date, ATMI or Holdings shall provide all employees of the Acquired Corporations who continue employment with ParentADCS Group and each ADCS Group ERISA Affiliate and their dependents, the Surviving Corporation or any Subsidiary and all qualified beneficiaries (as defined in Section 4980B(g)(1) of the Surviving Corporation after Code) entitled to receive continuation coverage under COBRA as of the Effective Time Closing Date (“Continuing Employees”the "Qualified Beneficiaries") with coverage under one or more ATMI Benefit Plans (the "Successor Welfare Plans"), including, without limitation, health care coverage ("Coverage"), which meets at least the following requirements: (i) service with the ADCS Group and each ADCS Group ERISA Affiliate prior to the Closing Date shall be eligible, as determined by Parent, to either continue participating in credited against all service and waiting period requirements under the health and welfare benefit plans Successor Welfare Plans for those employees of the Acquired Corporations ADCS Group and each ADCS Group ERISA Affiliate (and their eligible dependents) that received coverage from the “Acquired Corporations ADCS Group or an ADCS-Group ERISA Affiliate as of the Closing Date, (ii) the Successor Welfare Plans shall not provide for any pre-existing condition exclusion for those employees of the ADCS Group and each ADCS Group ERISA Affiliate (and their eligible dependents) and 51 52 Qualified Beneficiaries that were entitled to coverage from the ADCS Group or an ADCS Group ERISA Affiliate as of the Closing Date, and (iii) the deductibles in effect under the Successor Welfare Plans for the plan year in which the Closing Date occurs shall be reduced by any amounts applied towards the deductibles under the ADCS Group Benefit Plans”)Plans for the plan year in which the Closing Date occurs provided such individuals submit evidence to ATMI sufficient to demonstrate the amount so applied against any applicable deductibles in effect under any ADCS Group Benefit Plan, provided ATMI or Holdings shall only be obligated to provide Coverage to such employees, dependents and qualified beneficiaries to the extent ATMI or Holdings sponsors the same type of Group Benefit Plans that Parent assumes sponsorship the ADCS Group did as of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and Closing Date. (b) for purposes ATMI covenants that the service of eligibility each employee of the ADCS Group and each ADCS Group ERISA Affiliate prior to participate the Closing Date shall be credited as service under the Parent Benefit PlansATMI 401(k) Plan for all purposes (including without limitation, eligibility and vesting) for those employees of the ADCS Group and each ADCS Group ERISA Affiliate that were participants in any 401(k) plan maintained by the ADCS Group or an ADCS Group ERISA Affiliate as of the Closing Date. (c) The parties recognize that the ADCS Group's forms of compensation of its employees, consultants and directors have differed from ATMI's, including, but not for purposes limited to, in the payment of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations cash versus equity-based compensation. ATMI will use reasonable efforts prior to Closing to obtain the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit ADCS Group's agreement to the right amount and types of Parent, the Surviving Corporation or Subsidiary compensation to be paid to employees of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, ADCS Group commencing as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective TimeClosing. Nothing in this Section 5.5 or elsewhere in this Agreement herein shall be construed to create a right in confer any employee to employment with Parent, the Surviving Corporation or rights upon any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employmentsuch employees. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement5.18.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Immediately prior to the Effective Time; providedClosing (or, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedClosing occurs prior to June 15, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans2022, as determined by Parentthen, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, subject to the extent applicableprovisions of Section 4.26, shall receive credit under such plans for purposes of eligibility to participateon the Delayed Employment Commencement Date), but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Business Employee (other than Inactive Employees) shall be transferred to, and each such employee shall become an employee of, the Company (unless such employee has ceased to be employed by Seller and its Subsidiaries), without any interruption or cessation of employment, terms and conditions of employment, including those in any Labor Agreement, or break in service. Prior to the Closing, Seller shall cause the Company not to employ any employees other than pursuant to this Section 4.7. Each Business Employee employed by the Company as of the Closing Date (or, if later, the Delayed Employment Commencement Date) shall be referred to herein as a “at willTransferred Business Employee.” As of the Closing Date (or, if later, the Delayed Employment Commencement Date), Seller shall cause Transferred Business Employees to cease accruing any benefits under any Benefit Plan with respect to services rendered or compensation paid on or after the Closing Date (or, if later, the Delayed Employment Commencement Date). In the event any Inactive Employee returns to active work within six months following the Closing Date or such later date as required by Law, Buyer or its Affiliates (including the Company) shall offer employment to (and Seller or its Affiliates shall terminate the employment of) such Inactive Employee, effective upon the date such Inactive Employee is available and able to return to active work with or without a reasonable accommodation. Each Inactive Employee who is offered employment, accepts such offer of employment and commences employment with Buyer or its Affiliates (including the Company) shall become a Transferred Business Employee for purposes of this Agreement upon the date his or her employment commences with Buyer or its Affiliates. Except For the avoidance of doubt, Seller and its Affiliates (other than the Company) shall be solely responsible for the provision of compensation and benefits to and all Liabilities and obligations arising in connection with all Inactive Employees (unless and until any such Inactive Employee becomes a Transferred Business Employee). In the event that Buyer or its Affiliates fail to either (i) comply with their obligations as set forth in this Section 5.6(c)4.7 or (ii) provide to any Transferred Business Employees terms and conditions of employment that may be required under applicable Law, no current and in either case such failure actually results in Seller or former employee, consultant or director of any of its Affiliates actually paying any amount to such Transferred Business Employee (or Inactive Employee for whom Buyer did not provide an offer of employment as required by this Section 4.7(a)) in respect of severance or termination pay, Buyer shall reimburse and otherwise hold harmless Seller and its Affiliates for the Acquired Corporations, amount of such termination or severance pay (including the employer portion of applicable payroll Taxes and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementother costs).

Employee Benefits. (a) Parent agrees that as of the Closing Date and until December 31, 2014 (aor until termination of employment, if earlier) all (the “Benefits Continuation Period”) Parent shall provide or cause the Surviving Corporation or any of their respective Subsidiaries or Affiliates to provide those employees of the Acquired Corporations who are legally employed in the United States of America and who continue their employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligiblewith health and welfare benefits, as determined by Parentwithin the meaning of Section 3(1) of ERISA, to either continue participating that are not substantially less favorable, in the aggregate, than the health and welfare benefit plans benefits provided to such employees immediately prior to the Effective Time under those Employee Plans that are welfare plans, within the meaning of the Acquired Corporations (the “Acquired Corporations Benefit Plans”Section 3(1), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plansor, or participate in Parent’s sole discretion, the health and welfare benefit plans benefits provided by Parent to similar situated employees of Parent. In addition, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility shall make commercially reasonable efforts to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which cause Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall to be eligible to participate in one or more corresponding Parent Benefit Plans, Parent’s other employee benefit plans as determined by Parent, soon as reasonably practicable after the Effective Time (subject to the terms of such plans and applicable Legal Requirements) to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall . Each Continuing Employee will receive credit under such plans for purposes of eligibility to participateparticipate and vesting under each employee benefit plan sponsored by Parent or its Subsidiaries in which such Continuing Employee participates or is eligible to participate after the Effective Time (each, but not a “Parent Plan”) for purposes of benefit accrual, for his or her years of service with the Acquired Corporations (or any predecessors) prior to the Effective Time, but only to the extent such service was taken into account for such purposes under the analogous Employee Plan. Nothing in this Section 5.5 During the Benefits Continuation Period, Parent will use commercially reasonable efforts to cause each Parent Plan that is a group health plan (i) to waive any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements with respect to Continuing Employees to the extent waived, satisfied or elsewhere in this Agreement shall be construed not included under the analogous Employee Plan, and (ii) to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of recognize for each Continuing Employee shall be “at will” employment. Except as set forth for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse or dependents under the analogous Benefit Plan during the plan year of such Employee Plan in Section 5.6(c), no current or former employee, consultant or director of any which occurs the later of the Acquired Corporations, Effective Time and no the date on which Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementEmployee begins participating in such Parent Plan.

Employee Benefits. (a) Parent agrees With respect to any employee benefit plan, program, agreement, arrangement or policy that (a) all is made available by Buyer or its Affiliates after the Closing Date to any employees of the Acquired Corporations Companies who continue employment with Parentare so employed immediately following the Closing Date, including any such Person who is on a legally mandated or other approved leave of absence (the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Affected Employees”) and only for so long as each Affected Employee remains employed after the Closing Date by an Acquired Company or its Affiliates: (a) service with such Acquired Company or another Affiliate of Seller by any such Affected Employee prior to the Closing Date shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) credited for purposes of determining eligibility to participate under the Parent Benefit Plans, but not and vesting and for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timedetermining benefits and accruals; provided, however, that such service need not be recognized (iw) nothing to the extent that such recognition would result in this Section 5.5 any duplication of benefits, (x) to the extent that such service was not recognized under the corresponding Seller Benefit Plan or elsewhere in this Agreement shall limit Acquired Company Benefit Plan immediately prior to Closing, (y) for purposes of (1) benefit accruals under any defined benefit pension plans or retiree health or welfare plans or arrangements or (2) vesting of any incentive, equity or equity-based compensation, or (z) with respect to any new benefit plan adopted by Buyer following the right Closing to the extent that, under such new benefit plan, Buyer does not provide for the crediting of Parentany prior service for any other similarly-situated employee of Buyer or any of Buyer’s Affiliates; and (b) with respect to any welfare benefit plans to which an Affected Employee may become eligible, the Surviving Corporation Buyer shall use commercially reasonable efforts to cause such plans to provide credit for any co-payments or Subsidiary deductibles and maximum out-of-pocket payments by such employees during the coverage year in which the Closing occurs and waive all pre-existing condition exclusions and waiting periods (to the extent that such exclusions and waiting periods did not apply to such Affected Employee under a corresponding Seller Benefit Plan or Acquired Company Benefit Plan immediately prior to the Closing Date). As soon as practicable, but in no event later than ten (10) Business Days following the Closing Date, the Seller or the Seller’s applicable insurance carrier shall provide the Buyer’s or its Affiliate’s group health plan (in a mutually agreeable format) with a report or other documentation setting forth as of the Surviving Corporation to amend or terminate any Parent Closing Date all co-payments and deductibles and accumulations toward out-of-pocket maximums paid by the Affected Employees, their spouses, and their dependents for the current coverage year under the Seller Benefit Plans or Acquired Corporations Company Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time that are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of employee welfare benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementplans.

Employee Benefits. (a) Parent Buyer agrees that (a) all employees that, for a period of 12 months following the Effective Time of the Acquired Corporations who continue employment with ParentMerger, the Surviving Corporation shall maintain employee benefits plans and arrangements (directly or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”in conjunction with Buyer or MergerCo) shall be eligiblewhich, as determined by Parent, to either continue participating in the health aggregate, will provide a level of benefits to continuing employees of Company and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate its Subsidiaries substantially comparable in the health and welfare benefit plans aggregate to those provided to similarly situated employees of Parent, Buyer in the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), United States as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations in effect immediately prior to the Effective TimeTime of the Merger (other than discretionary benefits); provided, however, that Buyer may cause modifications to be made to such benefit plans and arrangements to the extent necessary to comply with applicable law or to reflect widespread adjustments in benefits (ior costs thereof) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right provided to employees under compensation and benefit plans of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective TimeBuyer and its Subsidiaries, and (ii) if no specific compensation and benefit plans need be provided. For purposes of determining eligibility and vesting with respect to any of Surviving Corporation's benefit plans, Buyer shall use the Acquired Corporations Benefit Plans employee's hire date with Company or Parent Benefit Plans in such other date as has been previously determined by Company for credit for prior employment with any predecessor or ERISA Affiliate of Company. Surviving Corporation's benefit plans which Continuing Employees participate provide medical, dental, or life insurance benefits after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving CorporationMerger to any individual who is an active or former employee of Company or any of its Subsidiaries as of the Effective Time of the Merger or a dependent of such an employee shall, as applicablewith respect to such individuals, andwaive any waiting periods, any pre-existing conditions, and any actively-at-work exclusions to the extent applicable, so waived under present policy and shall receive credit provide that any expenses incurred on or before the Effective Time of the Merger by such individuals shall be taken into account under such plans for purposes of eligibility to participatesatisfying applicable deductible, but not for purposes of benefit accrualcoinsurance, for his or her years of service with the Acquired Corporations prior and maximum out-of-pocket provisions to the Effective Timeextent taken into account under present policy. Nothing in this Section 5.5 7.8 shall prohibit Company or elsewhere the Surviving Corporation from terminating the employment of any employee at any time with or without cause (subject to, and in this Agreement accordance with, the terms of any existing employment agreements), or shall be construed or applied to create a right in any employee restrict the ability of Buyer or Surviving Corporation and its Subsidiaries to employment with Parent, establish such types and levels of compensation and benefits as they determine to be appropriate. Buyer agrees to cause the Surviving Corporation (or any other the applicable Subsidiary of Parent and employer) to honor the existing employment of each Continuing Employee shall be “at will” employment. Except as agreements that are set forth in Section 5.6(c), no current or former employee, consultant or director of any 7.8 of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementDisclosure Schedule.

Employee Benefits. Employee shall be entitled to participate while ----------------- employed by the Company in all employee benefit plans and programs and perquisites of the Company which are made generally available from time to time by the Company to its executive management employees. Employee shall be entitled annually to a minimum of two weeks of vacation per year and sick leave in accordance with the Company's normal policies for its executive employees. The Company shall offer to employ an assistant designated by Employee on reasonable terms. Upon the execution of this Agreement, the Company shall assume Employee's obligations under that certain lease of the premises commonly known as Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, which Employee represents to be rent of $1,500 per month for a term expiring on October 31, 1998. Upon such assumption, the Company shall have the right to occupy or sublet such premises, and, if it elects to sublet such premises, to retain the proceeds. On the execution hereof, Employee shall receive options to purchase 30 shares of the common stock of Pan American Group, Inc., the parent corporation of the Company, which such options shall (a) Parent agrees that (a) all employees have an exercise price per share equal to the price per share at which such shares are offered to the public in an initial public offering of the Acquired Corporations who continue employment with Parentstock of Pan American Group, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleInc., as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes vest and become exercisable 25% on the date of eligibility to participate under this Agreement, and 25% on each anniversary of the Parent Benefit Plans, but not for purposes date of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timethis Agreement; provided, however, that (i) nothing in this Section 5.5 or elsewhere in such options shall become fully vested and exercisable on September 30, 1999 if Employee is an employee of the Company on that date and the Company and Employee neither renew this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timenor enter into a new employment agreement, and (iic) if the Acquired Corporations Benefit Plans or Parent Benefit Plans be in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of addition to any appropriate transition period) such Continuing Employees shall be eligible other options to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary purchase shares of the Surviving Corporationcommon stock of Pan American Group, as applicable, and, to Inc. which Employee has received before the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary date of this Agreement.

Employee Benefits. (a) Parent agrees Purchaser and Stonepath agree that (a) all employees of the Acquired Corporations Company who continue employment with ParentCompany, the Surviving Corporation Purchaser or any Subsidiary of the Surviving Corporation Stonepath after the Effective Time Closing Date (“the "Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating to participate in the health and welfare benefit plans of the Acquired Corporations Company's retirement (the “Acquired Corporations Benefit Plans”specifically, its 401(k) plan), to the extent that Parent assumes sponsorship of the Acquired Corporations health, vacation and other non-equity based Employee Benefit Plans, as such plans are described in (a) the Company's employee policy manual delivered to the Purchaser prior to the date of this Agreement or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes the policies listed under Section 3.22 of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective TimeShareholders' Schedules; provided, however, that (i) nothing in this Section 5.5 if Purchaser or elsewhere in this Agreement shall limit the right of ParentStonepath terminates any retirement, the Surviving Corporation health, vacation or Subsidiary other Employee Benefit Plan of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedCompany, then (upon expiration of any appropriate transition period) such the Continuing Employees shall be eligible to participate in one Purchaser's or more corresponding Parent Stonepath's health, vacation and other non-equity based Employee Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation Purchaser or Subsidiary of the Surviving Corporation, as applicable, and, Stonepath in similar positions and at similar grade levels. With respect to such benefits and to the extent applicablepermitted under applicable employee benefit plans of Purchaser or Stonepath, shall receive (after any necessary or desirable amendments thereto) credit under such plans for purposes of eligibility to participate, but not service accrued by Continuing Employees (and eligible dependents) for purposes of benefit accrual, for his or her years of service employment with the Acquired Corporations Company prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Closing Date shall be construed recognized (except to create the extent necessary to prevent duplication of benefits), any pre-existing condition limitations (to the extent such limitations did not apply to a right in pre-existing condition under a similar or corresponding Company Employee Benefit Plan) and eligibility waiting periods applicable to any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except waived, and employees shall be given credit for amounts paid or vesting under any Company Employee Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as set forth though such amounts had been paid in Section 5.6(c), no current or former employee, consultant or director of any accordance with the terms and conditions of the Acquired Corporationsapplicable employee benefit plan of Purchaser or Stonepath. With respect to 401(k) plan matters, Continuing Employees shall receive full credit for vesting under the Company's 401(k) plan and no Continuing Employee, shall be deemed continue to be a third party beneficiary receive matching contributions at current rates under the Company's 401(k) plan. The provisions of this AgreementSection shall terminate at the end of the Earn-Out Period.

Employee Benefits. (ag) During the one (1) year period commencing at the Effective Time, Parent agrees that (a) all shall provide to employees of the Acquired Corporations who continue employment with Parent, Company and its Subsidiaries (the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligiblecompensation (such term to include salary, as determined by Parentbonus opportunities, commissions and severance) and benefits (including the costs thereof to either continue participating Company Employee Plan participants) that are in the health aggregate, no less favorable than the compensation and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), benefits being provided to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Employees immediately prior to the Effective Time; provided, however, . Parent agrees that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which all Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall will be eligible to participate in: (i) Parent’s employee benefit plans and programs, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in one or more corresponding Parent Benefit Plans, as determined by Parent, each case to substantially the same extent as similarly situated employees of Parent; (ii) such Company Employee Plans as are continued by the Company or any of its Subsidiaries following the Closing Date, or are assumed by Parent (for the purposes of this Section 5.4(a) only, the Surviving Corporation or Subsidiary plans referred to in clauses “(i)” and “(ii)” of the Surviving Corporation, this sentence being referred to as applicable, and“Specified Benefit Plans”). Each Continuing Employee shall, to the extent applicablepermitted by applicable Legal Requirements, shall receive full credit under such plans for purposes of eligibility to participateeligibility, but not vesting, level of benefits, vacation and benefit accrual under the Specified Benefit Plans in which such Continuing Employee participates for purposes of benefit accrual, for his or her the years of continuous service with by such Continuing Employee recognized #PageNum# by the Acquired Corporations Company or its Subsidiaries prior to the Effective Time. Nothing With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in this Section 5.5 the United States, subject to any applicable plan provisions, contractual requirements or elsewhere in this Agreement shall be construed to create a right in any employee to employment with ParentLegal Requirements, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed shall: (A) cause to be a third party beneficiary of this Agreementwaived any eligibility requirements or pre-existing condition limitations; and (B) give effect, in determining any deductible maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by the Company or its Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. (a) Parent agrees that (a) all employees Throughout the one-year period after Closing, Buyer will, or will cause one or more of Buyer’s Affiliates to, provide to each employee of the Acquired Corporations who continue employment with Parent, Company (and their dependents) cash compensation and employee benefits that as a whole are at least as favorable to such employees (and dependents) in all material respects as the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time employee benefits received by such employees (“Continuing Employees”and their dependents) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeimmediately before Closing; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit health benefits are not covered by the right of Parent, the Surviving Corporation or Subsidiary foregoing obligation. For purposes of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and foregoing determination (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plansand, as determined stated above, without regard to any health benefits), post-Closing cash compensation and employee benefits of employees (and their dependents) who were transferred from Seller to the Company prior to the date hereof (the “Transferred Employees”) will be at least as favorable to such employees (and dependents) in all material respects as the cash compensation and employee benefits of such employees (and their dependents) offered to them by Parentthe Company (rather than Seller) prior to the Closing. Without limiting any obligation already existing, to substantially the same maximum extent as similarly situated employees permitted by Applicable Laws and applicable plan terms, for purposes of Parenteligibility, the Surviving Corporation or Subsidiary vesting and entitlement to vacation, sick leave, paid time off, severance and similar benefits, Buyer will cause each employee of the Surviving CorporationCompany to be given or retain (as applicable) full credit under the employee benefits of Buyer and its Affiliates after Closing for such employee’s service with Seller or its Affiliates before Closing (including the full carryover to such benefits or retention, as applicable, andof any earned, but unused, time or pay with respect to the foregoing). To the maximum extent applicablepermitted by Applicable Laws and applicable plan terms, shall receive credit under each such plans for purposes employee (and such dependent) will be allowed to participate in such employee benefits without regard to preexisting conditions, waiting periods, evidence of eligibility to participateinsurability or other exclusions or limitations not imposed on such individual by, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parentwhich were otherwise satisfied under, the Surviving Corporation Company’s and its Affiliates’ employee benefits before Closing. To the maximum extent permitted by Applicable Laws and applicable plan terms, Buyer will apply or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current credit (or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed cause to be a third party beneficiary of this Agreementapplied or credited) toward any deductible requirements under its Welfare Plans all amounts paid by employees, under Company Plans that are Welfare Plans, during the Company Plan’s plan year in which the Closing Date occurs.

Employee Benefits. (a) Parent agrees that As of the Closing, each employee of the Acquired Companies shall cease to be covered under those equity incentive plans sponsored by the Seller set forth on Exhibit 6.01(a) (athe “Retained Plans”). As of the Closing, Purchaser shall (i) all recognize the service completed by the employees of the Acquired Corporations Companies who continue employment with Parent, to be employed by the Surviving Corporation Purchaser or any Subsidiary of the Surviving Corporation Acquired Companies after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Closing (the “Acquired Corporations Benefit PlansCompany Employees”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility determining eligibility, vesting and benefit accrual under any employee benefit plan, program or arrangement maintained by the Purchaser for their employees on or after the Closing Date, in which the Company Employees are eligible to participate under and (ii) assume responsibility for the Parent Benefit Plansvacation time, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior personal days and sick leave benefits due to the Effective TimeCompany Employees as of the Closing Date; provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof. The Purchaser shall maintain for the period of at least one year immediately following the Closing Date (iA) salary or hourly wages, as applicable, and incentive compensation opportunities for the Company Employees in an amount no less favorable in the aggregate to such Company Employee as the salary or wages paid and incentive opportunities made available in the aggregate to such employee by the Acquired Companies as of the Closing Date (it being understood that the Purchaser may offer cash incentive compensation opportunities in lieu of any equity incentive compensation opportunities offered prior to the Closing Date, and/or offer equity incentive compensation opportunities in lieu of any cash incentive compensation opportunities offered prior to the Closing), and (B) employee benefit plans, programs, policies and fringe benefits (including vacation, personal days and sick leave benefits, but excluding equity-based compensation) that are substantially comparable in value in the aggregate to those available to the employees by the Acquired Companies immediately prior to the Closing Date. Nothing contained in this Agreement shall confer upon any employee any right to continued employment with Purchaser or its Affiliates, nor shall anything herein interfere with the right of Purchaser or its Affiliates to relocate or terminate the employment of any employee at any time after the Closing Date. Furthermore, notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.5 or elsewhere in this Agreement 6.01 shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate create any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right third-party beneficiary rights in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no or current or former employee, consultant or director of any service provider of the Seller or any Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementCompany (or any beneficiaries or dependents thereof).

Employee Benefits. Section 3.18 of the Disclosure Schedule lists each material Pension Plan, Multiemployer Plan, Welfare Plan and Other Benefit Plan maintained or administered as of the date hereof by any Purchased Company or Asset Seller, or to which any Purchased Company or Asset Seller contributes, or in which any employee of any Purchased Company or Asset Seller participates in connection with his or her employment with such Purchased Company or Asset Seller (each, a “Benefit Plan”). Each Benefit Plan of Purchased Companies and Asset Sellers complies in form and operation, in all material respects, with all Laws. Each material Benefit Plan intended to qualify under Section 401(a) of the Code (a) Parent agrees that is the subject of an unrevoked favorable determination letter from the IRS, (ab) all employees has a request for such a letter pending with the IRS or has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (c) is a prototype or volume submitter plan entitled, under applicable IRS guidance, to rely on the favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan. No Benefit Plan is currently under audit or examination by the IRS or the U.S. Department of Labor. No Purchased Company or Asset Seller has incurred any liability to the PBGC as a result of the Acquired Corporations who continue employment voluntary or involuntary termination of any Pension Plan that is subject to Title IV of ERISA, which liability has not been satisfied in full. There is currently no active filing by any Purchased Company or Asset Seller with Parentthe PBGC, and no Proceeding has been commenced by the Surviving Corporation PBGC to terminate any Pension Plan that is subject to Title IV of ERISA and that has been maintained or funded, in whole or in part, by any Subsidiary Purchased Company or Asset Seller. No Purchased Company or Asset Seller has ever contributed to a Multiemployer Plan that is subject to ERISA. All nonqualified deferred compensation plans (as defined in Section 409A(d)(1) of the Surviving Corporation after the Effective Time (“Continuing Employees”Code) shall be eligible, as determined by Parent, to either continue participating of Purchased Companies are in the health and welfare benefit plans compliance with Section 409A of the Acquired Corporations Code in all material respects (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship subject to such Code section) and neither the Benefit Plans nor this transaction will cause a participant in such Benefit Plans to be subject to the Tax imposed by Section 409A(a)(1)(B) of the Acquired Corporations Code. There are no Benefit PlansPlans which promise or provide health, life insurance or other welfare benefits (within the meaning of Section 3(1) of ERISA) to retirees or former employees of any Purchased Company or Asset Seller, or participate in the health and welfare benefit plans which provide severance benefits to present or former employees of Parentany Purchased Company or Asset Seller, the Surviving Corporationexcept (i) as otherwise required by applicable Law, or Subsidiary including, without limitation, Section 4980B of the Surviving Corporation Code or comparable state Law, (collectivelyii) benefits through the end of the month of termination of employment, the “Parent Benefit Plans”)(iii) death benefits attributable to deaths occurring at or prior to termination of employment, as applicable(iv) disability benefits attributable to disabilities occurring at or prior to termination of employment, and (bv) for purposes conversion rights. Neither the execution and delivery of eligibility to participate under this Agreement nor the Parent Benefit Plans, but not for purposes consummation of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that transactions contemplated hereby will (i) nothing result in any payment (including severance, termination, change in control payments, golden parachute, forgiveness of indebtedness or otherwise) becoming due to current or former employees of any Purchased Company or Asset Seller (including any key employee) from any Purchased Company or Asset Seller under any employment agreements or Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any employment agreement or Benefit Plan or otherwise; or (iii) result in any acceleration of the time of payment or vesting of any such benefits. In addition, except as would not have a Material Adverse Effect, (i) each Benefit Plan mandated by a foreign (i.e., non-United States) Governmental Authority or subject to the Laws of jurisdiction outside of the United States (each, a “Foreign Benefit Plan”) that is intended to qualify for special Tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Authorities; (ii) no Foreign Benefit Plan has any unfunded liabilities that have not been properly reflected in the Financial Statements (including any related notes) or that will not be fully offset by insurance of the Purchased Companies or included in the Purchased Assets; and (iii) all of the Foreign Benefit Plans are registered where required by, and are in good standing under, all Laws. The representations and warranties contained in this Section 5.5 or elsewhere in this Agreement shall limit 3.18 constitute the right sole and exclusive representations and warranties of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation Sellers with respect to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementbenefits matters.

Employee Benefits. (a) Parent agrees that (a) all employees of From and after the Acquired Corporations who continue employment with ParentClosing, subject to applicable law, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligiblewill honor in accordance with their terms, as determined by Parent, to either continue participating in the health all Xxxxxx and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit PPCT Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing herein shall preclude any change effected on a prospective basis in any Xxxxxx and PPCT Plan that is permitted pursuant to the following sentence of this Section 5.5 or elsewhere in this Agreement shall limit 5.9. For a period of not less than six months following the right of ParentClosing, subject to applicable law, the Surviving Corporation or Subsidiary will provide benefits to Xxxxxx and PPCT employees who become employees of the Surviving Corporation which will, in the aggregate, be no less favorable than those provided by Xxxxxx and PPCT to its employees immediately prior to the Closing. Promptly following the Closing, the board of directors of the Surviving Corporation will cause stock options for the purchase of 1,000,000 shares of the common stock of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans be granted to Xxx Xxxxxx and stock options for the purchase of 500,000 shares of the common stock of the Surviving Corporation to be granted to Xxxxx Xxxxxxxx (and/or certain designees of Xxxxx Xxxxxxxx). In addition, the board of directors of the Surviving Corporation will adopt a stock option plan and 1,100,000 shares of the common stock of the Surviving Corporation shall be reserved for issuance upon the exercise of options issued under such plan for the benefit of officers, directors and employees of the Surviving Corporation. The option price for the stock options to be issued to Xxx Xxxxxx and Xxxxx Xxxxxxxx (and/or certain designees of Xxxxx Xxxxxxxx) as provided in the preceding sentence shall be the price at any time following which not less than 1,000,000 shares of Speed Release Common Stock are sold pursuant to the Effective Timeoffering pursuant to the amended registration statement or, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedno such offering shall be consummated, then (upon expiration of any appropriate transition period) such Continuing Employees the option price shall be eligible to participate in one or more corresponding Parent Benefit Plans, the fair market value as determined by Parent, to substantially the same extent as similarly situated employees board of Parent, the Surviving Corporation or Subsidiary directors of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under and such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement stock options shall be construed to create a right immediately exercisable in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementfull.

Employee Benefits. (a) Parent agrees that (a) all employees The Seller shall pay directly to each of the Acquired Corporations who continue employment with ParentHired Employees that portion of all salary and benefits, the Surviving Corporation other than accrued vacation, that has been accrued on behalf of that employee (or any Subsidiary is attributable to expenses properly incurred by that employee) as of the Surviving Corporation after Closing Date, and the Effective Time Purchaser shall assume no liability therefor. No portion of the assets of any plan, fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by the Seller (“Continuing Employees”and no amount attributable to any such plan, fund, program or arrangement) shall be eligibletransferred to the Purchaser, as and the Purchaser shall not be required to continue any such plan, fund, program or arrangement after the Closing Date. The amounts payable on account of all benefit arrangements shall be determined by Parent, with reference to either continue participating in the health and welfare benefit plans date of the Acquired Corporations (event by reason of which such amounts become payable, without regard to conditions subsequent, and the “Acquired Corporations Benefit Plans”)Purchaser shall not be liable for any claim for insurance, reimbursement or other benefits payable by reason of any event which occurs prior to the extent Closing Date, except that Parent the Purchaser expressly assumes sponsorship the liability for accrued vacation as part of the Acquired Corporations Assumed Liabilities. Effective as of the Closing Date, the Seller shall take all such action as may be deemed necessary by the Purchaser or its counsel to cause all Hired Employees to cease to participate in all Benefit Plans, or participate in and the health and welfare benefit plans of Parent, the Surviving CorporationPurchaser shall neither adopt nor become a sponsoring employer of, or Subsidiary have any obligations with respect to such Benefit Plans. The Seller shall be solely responsible for, and shall indemnify the Purchaser against, any and all liabilities which have arisen or may arise in connection with any Benefit Plan, including but not limited to, liabilities arising from income or excise tax assessments, participant benefit claims, fiduciary conduct, or under Title IV of ERISA. The Seller shall, prior to the Closing Date, terminate its 401(k) Plan. The Seller shall take all necessary actions associated with the termination of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b401(k) for purposes of eligibility to participate under the Parent Benefit PlansPlan including, but not for purposes of benefit accruallimited to, each notifications to investment managers, custodians, recordkeepers or other service providers with regard to such Continuing Employee termination. The Seller shall receive credit for his or her years of service with the Acquired Corporations prior deliver to the Effective Time; providedPurchaser, however, that (i) nothing in this Section 5.5 at or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.before

Employee Benefits. (a) Parent agrees that (a) all employees Each employee of the Acquired Corporations Company who continue employment with remains employed by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation their respective Subsidiaries after the Effective Time (the “Continuing EmployeesCompany Participants”) shall be eligible, as determined by Parent, to either continue participating have benefits that are substantially similar in the health and welfare benefit plans aggregate to benefits provided to similarly situated employees of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to Parent. To the extent that Parent assumes sponsorship of elects to have the Acquired Corporations Benefit Plans, or Company Participants participate in the health and welfare benefit plans any of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation ’s employee benefit plan (collectively, the a “Parent Benefit PlansPlan”)) following the Closing Date, as applicable, and (bi) each Company Participant will receive credit for purposes of eligibility to participate and vesting under the such Parent Benefit Plans, but not Plan for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Company and its Subsidiaries prior to the Effective Time; provided, however, Closing Date (other than for accruals under any defined benefit pension plan or participation in Parent’s employee stock purchase plan) to the same extent that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Timesuch service was recognized under a similar Company Employee Plan, and (ii) if the Acquired Corporations Benefit Parent will use commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any Parent Plans or Parent Benefit Plans that are group health plans in which Continuing Employees such Company Participants will participate in to be waived. All vacation accrued by Company Participants under the vacation policies of the Company prior to the Effective Time shall be honored by Parent in accordance with applicable Legal Requirements and Parent’s policies, it being understood that any vacation accruals after the Effective Time shall be subject solely to Legal Requirements and Parent’s policies. The foregoing requirements in this Section 6.7(a) are terminated, then subject to: (upon expiration of i) any appropriate required transition period, (ii) such Continuing Employees any applicable Parent Plan provisions, and (iii) the requirements of applicable Law. Nothing contained in this Agreement shall constitute or be eligible deemed an amendment to participate in one any Parent Plan or more corresponding Parent Benefit Plansany other compensation or benefit plan, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation program or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Timearrangement. Nothing in this Section 5.5 or elsewhere in this Agreement 6.7(a) shall be construed to create a right in any employee of the Company to employment with the Parent, the Surviving Corporation or any other Subsidiary of Parent and their Subsidiaries. In each case, while a Company Employee remains employed, the employment base salary or regular wages as of each Continuing immediately prior to the Effective Time shall not be decreased for a period of one year following the Effective Time for any Company Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed who continues to be a third party beneficiary of this Agreementemployed by the Parent, the Surviving Corporation or their respective Subsidiaries during that period.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating to participate in the Surviving Corporation's health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (i) nothing in this Section 5.5 5.6 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health or Acquired Corporations Benefit Plans welfare benefit plan at any time following the Effective Timetime, and (ii) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such health or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedwelfare benefit plan, then (upon expiration of any appropriate transition periodperiod during which time the Continuing Employees will continue to participate in the Surviving Corporation's health and welfare benefit plans) such the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent's health and welfare benefit plans, to substantially the same extent as similarly situated employees of Parent. To the extent that any plan, program, practice, policy, arrangement or agreement providing compensation or benefits to a Continuing Employee takes into account a participant's service with Parent, whether for the purposes of determining eligibility, vesting, level of benefits or otherwise (but not the actual accrual of benefits), the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, Continuing Employee's service shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for include his or her whole and partial years of service with any of the Acquired Corporations prior to the Effective TimeClosing Date. Nothing in this Section 5.5 5.6 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and and, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. Parent and its Subsidiaries shall waive, or cause to be waived, any waiting period, probationary period, pre-existing condition exclusion, evidence of insurability requirement, or similar condition with respect to initial participation under any plan, program, or arrangement established, maintained, or contributed to by Parent or any of its Subsidiaries (a“Parent Plans”) to provide health insurance, life insurance, or disability benefits with respect to each Continuing Employee who has, prior to the Closing Date (or the later date at which they are transitioned to Parent agrees Plans), satisfied, under the Employee Benefits Plans that (a) all employees of the Acquired Corporations who continue employment with Parentare comparable plans, the Surviving Corporation comparable eligibility, insurability or any Subsidiary other requirements referred to in this sentence. Parent and its Subsidiaries shall recognize, or cause to be recognized, the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the Surviving Corporation after calendar year in which the Effective Time Closing Date (“Continuing Employees”or the later date at which they are transitioned to Parent Plans) shall be eligible, as determined by Parent, to either continue participating in occurs for purposes of satisfying such year’s deductible and co-payment limitations under the health and relevant welfare benefit plans of in which each Continuing Employee will be eligible to participate from and after the Acquired Corporations Closing Date (or the “Acquired Corporations Benefit later date at which they are transitioned to Parent Plans”), subject to such Continuing Employee’s provision of relevant information or documentation confirming the amount of such co-insurance, deductibles and similar expenses. Each Continuing Employee shall, for purposes of determining such Continuing Employee’s eligibility to participate in, vesting, and calculating the benefit accrual for paid time off and severance, under all Parent Plans, be credited with the service of such Continuing Employee with, or credited by, the Company or its Affiliates or entities that become the Company’s Affiliates up to the Closing Date, to the same extent that such service was recognized under the corresponding Employee Benefit Plan immediately prior to Closing as if such service had been performed for Parent or any of its Subsidiaries, except to the extent that such recognition would result in a duplication of benefits. In addition to the foregoing, Parent assumes sponsorship of the Acquired Corporations Benefit Plansshall, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in cause one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.its Subsidiaries to:

Employee Benefits. (a) As of the Closing Date, and for a period of at least twelve (12) months thereafter (or until termination of employment, if earlier), Parent agrees shall provide, or shall cause the Surviving Corporation or one of Parent’s other Subsidiaries or Affiliates to provide to each employee of the Company or any other Acquired Company as of the Closing Date who continues employment with an Acquired Company immediately following the Closing, including any such Person who is on family or medical leave or other approved leave of absence (each, a “Continuing Employee”) with (i) an annual base salary or an hourly wage rate, as applicable, that (a) all is not less than the annual base salary or hourly wage rate paid to similarly situated employees of Parent and its Subsidiaries, (ii) incentive compensation opportunities that are substantially the Acquired Corporations who continue employment with same as those provided to similarly situated employees of Parent and its Subsidiaries, and (iii) employee benefits that are substantially the same as those provided to similarly situated employees of Parent and its Subsidiaries. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each Benefit Plan sponsored or maintained by Parent, the Surviving Corporation or any Subsidiary of their respective Subsidiaries or Affiliates following the Surviving Corporation after Closing and in which any Continuing Employee (or the Effective Time spouse, domestic partner or any dependent of any Continuing Employee) participates or is eligible to participate (each, a “Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Parent Benefit PlansPlan”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “permitted under such Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by ParentPlan, to substantially the same extent as similarly situated employees of Parenttreat, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for all purposes of (including eligibility to participate, but not for purposes vesting and level and accrual of benefits, other than accrual of benefits under any “defined benefit accrualplan,” as defined in Section 3(35) of ERISA), for his or her years of all service with the Acquired Corporations prior Company (and predecessor employers to the Effective Time. Nothing in this Section 5.5 extent that the Company or elsewhere in this Agreement shall be construed to create a right in any employee to employment Company Plan provides past service credit) as service with Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates. Parent, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (A) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations with respect to the Continuing Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or any other Subsidiary of Parent not included under the corresponding Company Plan, and the employment of (B) to recognize for each Continuing Employee shall be “at will” employment. Except as set forth for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under the corresponding Company Plan during the plan year of such Company Plan in Section 5.6(c), no current or former employee, consultant or director of any which occurs the later of the Acquired Corporations, Closing Date and no the date on which the Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementEmployee begins participating in such Parent Benefit Plan.

Employee Benefits. (a) Parent agrees that (a) all employees For purposes of determining eligibility, vesting and benefit accruals under the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare employee benefit plans of Parent providing benefits to individuals who continue their employment with the Acquired Corporations Company or those Subsidiaries that are ERISA Affiliates on and after the Closing Date (each, a “Continuing Employee” and such employee benefit plans, the “Acquired Corporations Purchaser Benefit Plans”), except to the extent that Parent assumes sponsorship of excluded from coverage under the Acquired Corporations Benefit Plans, comparable employee Plan maintained on or participate in after the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation Closing Date (collectively, the each a “Parent Benefit PlansContinued Employee Plan”), as applicable, and (b) Parent shall for purposes of determining whether the Continuing Employee has met the eligibility service requirements of a Purchaser Benefit Plan and upon each applicable Continuing Employee’s commencement of participation in an applicable Purchaser Benefit Plan for purposes of vesting and, to participate under the Parent Benefit Plansextent applicable, but not for purposes of benefit accrual, credit each such Continuing Employee shall receive credit for with his or her years of service with the Acquired Corporations Company, its Subsidiaries that are ERISA Affiliates, and any predecessor entities, to the same extent as such Continuing Employee was entitled to credit for such service under any similar Continued Employee Plan prior to the Effective Time; providedContinuing Employee’s commencement of participation in the Purchaser Benefit Plan, however, except that Continuing Employees shall receive no such credit (i) nothing to the extent that such credit would result in this Section 5.5 a duplication of benefits or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations under any newly-established Parent Benefit Plan for which similarly-situated employees of Parent do not receive credited service. The Purchaser Benefit Plans or Parent that are “group health plans” (within the meaning of Section 5000(b)(1) of the Code), to the extent it is lawful and commercially reasonable, shall not deny Continuing Employees coverage under the Purchaser Benefit Plans in which Continuing Employees participate after that are “group health plans” (within the Effective Time are terminated, then (upon expiration meaning of any appropriate transition periodSection 5000(b)(1) of the Code) on the basis of pre-existing conditions and shall credit such Continuing Employees (and their dependents) for any deductibles and out-of-pocket expenses paid under the applicable Continued Employee Plans in the year of initial participation in the applicable Purchaser Benefit Plans that are group health plans (within the meaning of Section 5000(b)(1) of the Code) except to the extent a Continuing Employee (or dependent) was excluded from coverage under the applicable Continued Employee Plans. Any Purchaser Benefit Plan that by its terms, whether specifically or by interpretation, excludes a Continuing Employee from participation in such Purchaser Benefit Plan (other than any such plans with respect to which new participation has been frozen for Parent employees generally) shall be eligible amended to provide that Continuing Employees shall participate in one or more corresponding Parent Benefit Plans, as determined by Parent, any such plan to substantially the same extent as similarly situated employees of ParentParent (except as my be prohibited by applicable Law), the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each no Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c)denied credit for service performed for the Company, no current or former employee, consultant or director of any of the Acquired Corporationsits Subsidiaries that are ERISA Affiliates, and no Continuing Employeeany predecessor entities under Purchaser Benefit Plans to the extent consistent with the other provisions of this Section 6.8, shall be deemed if it is contrary to be a third party beneficiary applicable Law. For purposes of this Agreement., the term “ERISA Affiliate” shall include any organization that is or has ever been treated as a single employer with the Company or any Subsidiary under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)

Employee Benefits. (a) 4.6.1. Parent agrees that (a) all employees of the Acquired Corporations Company who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“"Continuing Employees”") shall be eligible, as determined receive salaries and benefits that are comparable to those received by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Employees immediately prior to the Effective TimeTime and shall be eligible to continue to participate in the Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that (i) nothing in this Section 5.5 4.6.1 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation Parent or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health, vacation or Acquired Corporations Benefit Plans other employee benefit plan at any time following the Effective Timetime, and (ii) if Parent or the Acquired Corporations Benefit Plans Surviving Corporation terminates any such health, vacation or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedother employee benefit plan, then then, (upon expiration of A) subject to any appropriate necessary transition period) such , the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other non-equity based employee benefit plans, to substantially the same extent as similarly situated employees of ParentParent in similar positions and at similar grade levels, such that the Surviving Corporation or Subsidiary of the Surviving CorporationContinuing Employee receives benefits that are comparable, as applicable, andwhen considered together, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations benefits received prior to the Effective Time, and (B) if a Continuing Employee becomes eligible to participate (and participates) in Parent's health, vacation and other non-equity based employee benefit plans pursuant to clause (ii)(A) of this sentence, then, to the extent permitted by such health, vacation or other non- equity based employee benefit plan, Parent shall credit such Continuing Employee's service with the Company to the same extent as such service was credited under the similar employee benefit plans of the Company immediately prior to the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such employee benefit plan of Parent and shall credit Continuing Employee with any deductibles, or co-payment previously paid under the prior health plan during the plan year (it being understood, however, that such crediting of service shall not result in the receipt by any Continuing Employee of duplicate benefits for the same period of service). 4.6.2. Nothing in this Section 5.5 4.6 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding agreement between an employee and Parent, the Surviving Corporation or any other Subsidiary of Parent, the employment of each Continuing Employee shall be “"at will” " employment. Except 4.6.3. All employees of the Company who are (i) not Continuing Employees or (ii) Continuing Employees whose employment is terminated by Parent or the Surviving Corporation within six (6) months following the Closing Date (other than Continuing Employees whose employment is terminated voluntarily by the Continuing Employee or for cause by Parent or the Surviving Corporation) shall be entitled to receive severance benefits that are at least as favorable as those set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed Severance Benefit Plan in effect immediately prior to be a third party beneficiary of this Agreementthe Effective Time.

Employee Benefits. (a) Parent agrees that As of the Closing Date, the Purchaser or one of its Affiliates shall (aand the Parents shall cause the Purchaser or one of its Affiliates to) offer to employ substantially all of the employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations Roseland Property (the “Acquired Corporations Benefit PlansRoseland Employees”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to understanding that such employment shall be on the Effective Timesame terms as the Roseland Employees are currently employed; provided, however, that it is understood and agreed that neither the Purchaser nor any of its Affiliates shall offer employment to those employees who are identified on Schedule 6.01. With respect to such Roseland Employees, the Purchaser or one of its Affiliates shall (i) nothing in this Section 5.5 for a period of one (1) year following the Closing, cause any Roseland Employee that was covered under a medical or elsewhere in this Agreement shall limit the right of Parentdental plan, disability benefit plan, 401(k) plan or life insurance plan (collectively, the Surviving Corporation or Subsidiary “Benefit Plans”) immediately prior to the Closing Date to receive coverage on the Closing Date that is substantially comparable in the aggregate to such coverage provided to the Roseland Employees by Roseland Property, and at a cost, if any, to a Roseland Employee that is substantially comparable to the cost borne by the Roseland Employee, immediately prior to the Closing Date, subject to any applicable limitations arising from the nondiscrimination requirements of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective TimeCode, and (ii) if recognize the Acquired Corporations Benefit Plans service completed by the Roseland Employees to Roseland Property for purposes of determining eligibility service and vesting service under any employee benefit plan, program or Parent Benefit Plans in which Continuing Employees participate arrangement maintained by Parents for their employees on or after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible Closing Date substantially to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees such service was credited under any employee benefit plan, program or arrangement provided by Roseland Property immediately prior to the Closing Date; provided, that the foregoing shall not be construed to require crediting of Parent, the Surviving Corporation or Subsidiary service that would result in violation of the Surviving Corporationnondiscrimination requirements of the Code, as applicableduplication of benefits, andservice credit for benefit accruals, service credit under a newly established plan for which prior service is not taken into account, or employer contribution for any 401(k) plan, (c) cause to be waived any pre-existing condition limitations under welfare Benefit Plans of the Parents, Purchaser or their Affiliates in which Roseland Employees participate (to the extent applicablethose conditions were waived under the corresponding Plans of Roseland Property or its Affiliates), shall receive credit under such plans for purposes (d) cause to be credited any co-payments, deductibles and out-of-pocket requirements incurred by the Roseland Employees and their beneficiaries and dependents during the portion of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations calendar year prior to participation in the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed Benefit Plans provided by the Parents and (e) solely to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any extent of the Acquired CorporationsApplicable Vacation and Sick Leave Accruals, assume responsibility for the vacation time and no Continuing Employee, shall be deemed sick leave benefits accrued and due to be a third party beneficiary the Roseland Employees as of this Agreementthe Closing Date.

Employee Benefits. (a) Parent agrees that (a) all During the Employment Term and any severance period hereunder, Employee shall be entitled to participate in such group term insurance, disability insurance, health and medical insurance benefits and retirement plans or programs as are from time to time generally made available to executive employees of the Acquired Corporations who continue employment with Parent, Company pursuant to the Surviving Corporation or any Subsidiary policies of the Surviving Corporation after the Effective Time (“Continuing Employees”) Company; provided that Employee shall be eligible, as determined required to comply with the conditions attendant to coverage by Parent, such plans and shall comply with and be entitled to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), benefits only to the extent that Parent assumes sponsorship former employees are eligible to participate in such arrangements pursuant to the terms of the Acquired Corporations Benefit Plansarrangement, any insurance policy associated therewith and applicable law, and, further, shall be entitled to benefits only in accordance with the terms and conditions of such plans. The Company may withhold from any benefits payable to Employee all federal, state, local and other taxes and amounts as shall be permitted or required to be withheld pursuant to any applicable law, rule or regulation. In addition, notwithstanding anything to the contrary in any stock option agreement or restricted stock agreement between Employee and the Company outstanding as of the date hereof, all stock options and restricted stock awards granted to Employee shall continue to vest in accordance with their schedule and shall not terminate if Employee ceases to be an employee of the Company as long as Employee is on a leave of absence approved by the Compensation Committee of the Board or continues to serve as an officer or director of, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, a consultant or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior advisor to the Effective TimeCompany; provided, however, in the event that (i) nothing in this Section 5.5 the continued vesting of Employee’s outstanding equity awards as provided above would violate or elsewhere in this Agreement shall limit be prohibited by any federal, state or local law, regulation, or rule applicable to Employee and the right continued vesting of ParentEmployee’s equity awards, the Surviving Corporation or Subsidiary Compensation Committee of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following Board will instead accelerate the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration vesting of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, stock options and restricted stock awards outstanding as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under date hereof and such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations stock options and restricted stock awards will become 100% vested immediately prior to the Effective Time. Nothing in this Section 5.5 date such continued vesting would violate or elsewhere in this Agreement shall be construed prohibited by any federal, state or local law, regulation, or rule applicable to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent Employee and the employment continued vesting of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement’s equity awards.

Employee Benefits. (a) Following the Effective Time, Parent agrees shall honor, and cause the Surviving Corporation to honor, in accordance with their terms, all Company Plans, all severance and separation pay plans, agreements and arrangements, and written employment, severance, retention, change in control and termination policies and agreements. Without limiting the generality of the foregoing, Parent shall honor, in accordance with their terms, and cause the Surviving Corporation to honor, all rights to vacation, personal and sick days accrued by employees of the Company and the Company Subsidiaries under any Company Plans in effect immediately prior to the Effective Time. Until the first anniversary of the Effective Time, Parent shall provide, and cause the Surviving Corporation to provide, to employees of the Company and Company Subsidiaries who remain employed with the Surviving Corporation and its subsidiaries (the “Continuing Employees”), employee benefits under employee benefit plans of Parent or its subsidiaries that are in the aggregate not materially less favorable than those provided to such Continuing Employees pursuant to Company Plans in effect immediately prior to the Effective Time (other than any equity or equity-based plans, programs or arrangements, post-retirement welfare plans or defined benefit pension plans, which in each case, shall not be taken into account for any purpose in making such determination, taking into account the changes to the Company Plans previously disclosed to Parent or subsequently agreed between Parent and the Company). Nothing herein shall prohibit any changes to any Company Plan that are (i) required by Law (including any applicable qualification requirements of Section 401(a) of the Code); (ii) necessary as a technical matter to reflect the transactions contemplated hereby; or (iii) required for the Surviving Corporation to provide for or permit investment in its securities or Parent’s securities. Furthermore, nothing herein shall (a) all employees of require Parent to continue any particular Company Plan or Company Benefit Agreement or prevent the Acquired Corporations who continue employment with amendment or termination thereof, subject to the obligation to provide severance pay and benefits as provided above, or (b) shall require Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate employ any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time particular Company employee following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, the employees of the Acquired Corporations Company and its Subsidiaries who remain employed after the Effective Time (the “Company Employees”) will continue employment to be provided with base salary, commissions, cash-based incentive opportunities, pension and welfare benefits at levels that are no less favorable in the aggregate than those currently provided by the Company and its Subsidiaries to such employees without regard to any compensation or benefit arrangements, whether special incentives or otherwise, implemented by the Company in connection with the transactions contemplated by this Agreement. Parent will cause any employee benefit plans which the Company Employees are entitled to participate in to take into account for purposes of eligibility and vesting, except for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits, service by employees of the Company and its Subsidiaries as if such service were with Parent, to the same extent such service was credited under a comparable plan of the Company. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to the Company Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Company Employee participated immediately prior to the Effective Date, and any deductibles paid by the Company Employee under any of the Company’s or its Subsidiaries’ health plans in the plan year in which the Effective Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except as otherwise provided in Section 7.9(b) and (c), nothing contained herein shall obligate Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time their Affiliates to (“Continuing Employees”i) shall be eligible, as determined by Parent, to either continue participating in the health and welfare maintain any particular benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plansplan, or participate in (ii) retain the health and welfare benefit plans employment of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeany particular employee; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement Parent shall limit continue to maintain the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Company’s Benefit Plans or Acquired Corporations Benefit Plans at any time following (other than stock-based plans) until the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Company Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible permitted to participate in one or more corresponding the plans of Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employmentin accordance with Section 7.9(a). Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.-45-

Employee Benefits. (a) Parent agrees that (a) all employees On or prior to the date of the Acquired Corporations who continue employment Reorganized TCEH Spin-Off, the Company and EFIH took, and caused their respective Subsidiaries to take all such actions within their control as were necessary, appropriate or desirable to transfer the sponsorship, maintenance and administration of, and all liabilities (and related contracts or agreements with third parties) in respect of, the Contributed Plans to Vistra Energy or its Subsidiaries. Vistra Energy shall transfer the liabilities related to the post-retirement health, life, dental and vision benefits for participants previously employed by certain discontinued operations of the Company and its Subsidiaries and their predecessors, and the participants’ beneficiaries previously disclosed to Parent and the related accrued benefits liabilities (the “DiscOp OPEB Liabilities”) from the EFH Retiree Welfare Plan to a new mirror health and welfare plan established by Vistra Energy or another plan reasonably acceptable to Parent and the Company (the “New DiscOp OPEB Plan”) which such plan shall be transferred to and assumed by the Company or one of its Subsidiaries prior to or on the Closing Date. For the avoidance of doubt, upon the transfer of the New DiscOp OPEB Plan to the Company or its Subsidiary, the New DiscOp OPEB Plan (including the DiscOp OPEB Liabilities) shall be an Assumed Plan and the Surviving Company shall indemnify, defend and hold harmless Vistra Energy and its Subsidiaries from and against any claim, action, suit, proceeding relating to any modification or termination of the post-retirement health and life benefits to any DiscOp OPEB Participants on or after the Closing Date. Parent, the Surviving Corporation or any Subsidiary Company and Vistra Energy shall take all actions necessary to effectuate the transfer of the Surviving Corporation after New DiscOp OPEB Plan from Vistra Energy to Parent or Company as soon as administratively practicable following the Effective Time (“Continuing Employees”) shall be eligibleestablishment of such plan, as determined by Parent, to either continue participating but in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), any event prior to the extent that Parent assumes sponsorship of Closing Date. Notwithstanding anything in this Agreement to the Acquired Corporations Benefit Planscontrary, during the period beginning on the Reorganized TCEH Spin-Off date and ending on the date the New DiscOp OPEB Plan is assumed by the Company or participate its Subsidiary as set forth in this Section 6.6, the health and welfare benefit plans of ParentCompany, the Surviving Corporation, Company or Subsidiary of its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the Surviving Corporation (collectively, the “Parent Benefit Plans”)EFH Retiree Welfare Plan or New DiscOp OPEB Plan, as applicable, plus any reasonable out of pocket expenses incurred by Reorganized TCEH and its Affiliates in providing such benefits. Notwithstanding the foregoing, except as otherwise provided herein (bincluding, without limitation, the Assumed Plans) for purposes of eligibility to participate under or in the Parent Benefit PlansSplit Participant Agreement (as defined below), but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right none of Parent, the Surviving Corporation any Oncor Entity or Subsidiary any of the Surviving Corporation to amend their Affiliates shall assume or terminate otherwise incur any Parent Benefit Plans liability or Acquired Corporations Benefit Plans at obligation under any time following the Effective Timecompensatory, and (ii) if the Acquired Corporations Benefit Plans severance or Parent Benefit Plans similar arrangement in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration respect of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, Non-Oncor Employee (as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for defined below). For purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.6.6(a):

Employee Benefits. (a) Parent agrees that (a) all All employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any a Subsidiary of the Surviving Corporation Parent after the Effective Time (“"Continuing Employees”") shall be eligible, as determined by Parent, eligible to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation's or Subsidiary's health, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, vacation and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of other employee benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeplans; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, Parent or the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans such health, vacation or Acquired Corporations Benefit Plans other employee benefit plan at any time following time; provided, further, that if Parent or the Effective TimeSurviving Corporation or Subsidiary terminates any such health, vacation or other employee benefit plan, only to the extent Parent maintains comparable health, vacation and (ii) if the Acquired Corporations Benefit Plans other employee benefit plans, then, subject to any transition or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration waiting period required by Legal Requirements or any third-party notwithstanding Parent's good faith efforts to obtain a waiver of any appropriate transition period) such period from such third-party, the Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent's health, as determined by Parentvacation and other employee benefit plans, to substantially the same extent as similarly situated employees of Parent, Parent in similar positions with the Surviving Corporation same seniority or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service and such seniority and service with the Acquired Corporations prior to the Effective Timeshall be recognized for eligibility and vesting purposes. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a any obligation on behalf of Parent to create any employee benefit plan that does not exist as of the date of this Agreement or amend any employee benefit plan currently maintained by Parent, except as any such amendment is required to give effect to the seniority and years of service provisions with respect to eligibility and vesting as set forth in this Section 5.5, nor shall this be construed to create any right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and, subject to any other binding written agreement between an employee and Parent or the Surviving Corporation, the employment of each Continuing Employee shall be “"at will” " employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of Except for the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue participating in the health and welfare employee benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation listed on Schedule J (collectively, the “Parent "Employee Benefit Plans”"), as applicableSellers are not parties to or bound by, and (b) for purposes have no liability with respect to, any profit sharing, stock option, pension, severance, retirement, stock purchase, hospitalization, group or individual life, disability or health insurance, or employee welfare benefit or similar plan or agreement. True and correct copies of eligibility each Employee Benefit Plan and all documents pursuant to participate which the Employee Benefit Plans are maintained, administered and funded have been delivered to Buyer. Sellers shall timely pay all amounts due under or with respect to the Parent Employee Benefit Plans, but not for purposes of benefit accrualand Sellers do not, each such Continuing Employee shall receive credit for his or her years of service nor with the Acquired Corporations they prior to the Effective Time; providedClosing Date, howeverparticipate in, that (icontribute to, nor employee any persons covered by a multiemployer plan, as defined in Section 3(37) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective TimeEmployee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminatedhave not, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plansand will not, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, and, to the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective TimeClosing Date incur any withdrawal liability within the meaning of Title IV of ERISA. Nothing in this Sellers have materially complied with, and will through and after the Closing Date, continue to materially comply with the Employee Benefit Plans and all requirements of law relating thereto and Buyer shall have no liability or responsibility whatsoever with respect to the Employee Benefit Plans. Sellers have no benefit plan (within the meaning of Section 5.5 or elsewhere in this Agreement shall be construed 3(2) of ERISA) that is subject to create a right in Title IV of ERISA, (II) any multiemployer plan (within the meaning of Section 3(37) of ERISA), (iii) any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth benefit plan described in Section 5.6(c4063 of ERISA or Section 413(c) of the Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder, or (iv) any employee benefit plan providing health, life or other welfare-type benefits to current, future or former employees, independent contractors, directors or shareholders (and/or their dependents), no current other than continuation coverage required pursuant to Part 6 of Subtitle B of Title I of ERISA or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreementapplicable state continuation coverage law.

Employee Benefits. (a) Parent agrees that (a) all that, following the Effective Time, the employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall Company and its Subsidiaries will be eligible, as determined by Parent, eligible to either continue participating participate in the health and welfare employee benefit plans of Parent on substantially the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that same terms and conditions of similarly situated employees of Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”)its Subsidiaries, as applicable, and (b) for purposes of eligibility . Parent will cause such employee benefit plans to participate under the Parent Benefit Plans, but not take into account for purposes of benefit accrual, each eligibility and vesting thereunder service by employees of the Company and its Subsidiaries as if such Continuing Employee service were with Parent to the same extent that such service was credited under a comparable plan of the Company; provided, however, that, notwithstanding anything herein to the contrary, such employees shall not receive such credit for his purposes of determining Service Related Contributions under the First Data Incentive Savings Plan or her years any defined benefit plan maintained by Parent or any of service its Affiliates and provided, further, that with respect to those employees of the Acquired Corporations Company who are, prior to the Effective Time; provided, howevereligible for and receiving a fifty percent (50%) employer matching contribution between 3% and 6% of such employee's compensation under the Company's 401(k) Plan (the "Employer Match"), following the Effective Time Parent shall increase the compensation of such employees in an amount to compensate such employees given that (i) nothing their participation in this Section 5.5 the First Data Incentive Savings Plan following the Effective Time will not allow for the Employer Match. Any restriction on coverage for pre-existing conditions or elsewhere requirement for evidence of insurability under the employee benefit plans of Parent shall be waived, and employees of the Company and its Subsidiaries shall receive credit under the employee benefit plans of Parent for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the applicable Benefit Plan of the Company or any such Subsidiary in this Agreement shall limit accordance with the right corresponding employee benefit plans of Parent, provided that the amounts of such co-payments and payments and out-of-pocket maximums as of the Closing Date with respect to such employees shall be provided by the Company to Parent on the Closing Date. Parent shall, and shall cause the Surviving Corporation or Subsidiary to, honor all binding compensation and employee benefit obligations to current and former employees under the Benefit Plans of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, Company and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit Plans, as determined by Parent, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation, as applicable, its Subsidiaries and, to the extent applicableset forth in the Company Letter, shall receive credit under such all employee severance plans for purposes (or policies) in existence on the date hereof and set forth in the Company Letter and all employment or severance agreements entered into by the Company or adopted by the Board of eligibility to participate, but not for purposes Directors of benefit accrual, for his or her years of service with the Acquired Corporations Company prior to the date hereof and, in each case, previously disclosed to Parent. The severance benefits to be provided by Parent to employees of the Company and its Subsidiaries after the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement Time shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except substantially as set forth in Section 5.6(c), no current or former employee, consultant or director of any the Severance Plan attached in Item 7.1 of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this AgreementParent Letter.

Employee Benefits. (a) During the one (1) year period commencing at the Effective Time, Parent agrees that (a) all shall provide to employees of the Acquired Corporations who continue employment Company and its Subsidiaries during the term of their continued service with Parent, the Surviving Corporation or any Subsidiary of Company within such period (the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligiblecompensation (such term to include salary, as determined by Parentbonus opportunities, to either continue participating in the health commissions and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plansseverance, but not for purposes of benefit accrualincluding equity compensation) and benefits (including the costs thereof to Company Employee Plan participants) that are in the aggregate, each such no less favorable than the compensation and benefits being provided to Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations Employees immediately prior to the Effective Time; provided, however, . Parent agrees that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which all Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall will be eligible to participate in: (i) Parent’s employee benefit plans and programs, including any equity incentive plan, pension plan, defined benefit plan, defined contribution plan, Section 401(k) plan, bonus plan, profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in one or more corresponding Parent Benefit Plans, as determined by Parent, each case to substantially the same extent as similarly situated employees of Parent, except with respect to those payments or benefits provided under a Company Employee Plan described in the Surviving Corporation following clause (ii) ; (ii) such Company Employee Plans as are continued by the Company or Subsidiary any of its Subsidiaries following the Surviving CorporationClosing Date, or are assumed by Parent (for the purposes of this Section 5.4(a) only, the plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as applicable, and“Specified Benefit Plans”). Each Continuing Employee shall, to the extent applicablepermitted by applicable Legal Requirements, shall receive full credit under such plans for purposes of eligibility to participateeligibility, but not vesting, level of benefits, vacation and benefit accrual under the Specified Benefit Plans in which such Continuing Employee participates for purposes of benefit accrual, for his or her the years of continuous service with by such Continuing Employee recognized by the Acquired Corporations Company or its Subsidiaries prior to the Effective Time. Nothing With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in this Section 5.5 the United States, subject to any applicable plan provisions, contractual requirements or elsewhere in this Agreement shall be construed to create a right in any employee to employment with ParentLegal Requirements, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed shall: (A) cause to be a third party beneficiary of this Agreementwaived any eligibility requirements or preexisting condition limitations; and (B) give effect, in determining any deductible maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by the Company or its Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. (a) Parent agrees that (a) all As of the Effective Time, the employees of the Acquired Corporations who ----------------- Company and the Subsidiary (the "Company Employees") shall continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleand its subsidiaries, as determined by Parentrespectively, to either continue participating in the health same positions and welfare benefit plans at the same level of the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the extent that Parent assumes sponsorship wages and/or salary and without having incurred a termination of the Acquired Corporations Benefit Plans, employment or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Timeseparation from service; provided, however, that (i) nothing in this Section 5.5 except as may be specifically required by applicable law or elsewhere in this Agreement shall limit the right of Parentany contract, the Surviving Corporation and its subsidiaries shall not be obligated to continue any employment relationship with any Company Employee for any period of time. Acquiror, Newco and the Company agree that Company Employees will be entitled to the policies and programs set forth on Schedule 4.2, to the extent provided therein, and that Company Employees whose employment is terminated on or Subsidiary of after the Effective Date or within 12 months thereafter will receive severance payments to the extent provided pursuant to policy attached hereto as Schedule 4.2. Acquiror agrees that Company Employees who remain employed by the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees Merger shall be eligible to participate in one all plans, programs or more corresponding Parent Benefit Plans, as determined by Parent, policies then afforded to substantially the same extent as similarly situated employees of ParentAcquiror and its affiliated companies. To the extent any employee benefit plan, program or policy of Acquiror or its affiliates is made available to the employees of the Surviving Corporation or its subsidiaries: (i) service with the Company and the Subsidiary of the Surviving Corporation, as applicable, and, by any Company Employee prior to the extent applicableEffective Time shall be credited in determining such employee's eligibility, shall receive credit under such plans for purposes of eligibility to participate, vesting and benefit levels (but not for purposes accrual of benefits), and (ii) with respect to any welfare benefit accrualplans to which such employees may become eligible, Acquiror shall cause such plans to provide credit for his any co-payments or her years of service with deductibles by such employees and waive all pre-existing condition exclusions and waiting periods, other than limitations or waiting periods that have not been satisfied under any welfare plans maintained by the Acquired Corporations Company and the Subsidiary for Company Employees prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. As soon as practicable (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent) after the Closing Date, Merger Sub shall cause Parent to either continue participating in the health and make available to similarly situated (e.g. "full time" for welfare benefit plans and "salaried" for qualified pension benefit plans) employees of HAI the Acquired Corporations (employee benefits available to employees of Parent which are described in the “Acquired Corporations Benefit Plans”)ABN AMRO North America, Inc. Benefits Handbook, copies of which have previously been provided to HAI, in each case subject to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plansapplicable modifications described on Schedule 6.6, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing if the Closing occurs on January 2, 1996, participation in this Section 5.5 or elsewhere such welfare benefit plans shall be effective as of January 1, 1996. Such benefits will be available to the eligible employees of HAI in this Agreement shall limit the right amounts and to the extent reflected in such handbook for similarly situated employees of Parent who have met the service requirements for such benefits. In addition, eligible employees of HAI shall, effective upon becoming so eligible, receive eligibility service credit and, for purposes of Parent's qualified pension benefit plans, vesting service credit for periods of employment with HAI in each case, in accordance with the Surviving Corporation or Subsidiary service crediting rules applicable under the corresponding Employee Benefit Plan of HAI, with respect to such benefit plans as set forth and subject to the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees applicable modifications described on Schedule 6.6. No service for benefit accrual purposes shall be credited under the ABN AMRO Group Retirement Plan with respect to any HAI employee's service prior to the Closing Date. Notwithstanding the foregoing provisions of this Section, any part-time hourly paid employee of HAI who is currently participating in the medical plan of HAI shall become eligible to participate in one or more the corresponding plan of Parent Benefit Plans, as determined by Parent, to substantially soon as practicable after the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary later of the Surviving CorporationClosing Date or the date such employee's participation in such plan of HAI ceases (or, in the event the Closing occurs on January 2, 1996, then such participation shall commence as applicableof January 1, and1996). Notwithstanding the foregoing provisions of this Section, any part-time hourly paid employee of HAI who is currently participating in the qualified profit sharing plan of HAI shall become eligible to participate in the extent applicable, shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary corresponding plan of Parent and as soon as practicable after the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), no current or former employee, consultant or director of any later of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary Closing Date or the date such employee's participation in such plan of this AgreementHAI ceases.

Employee Benefits. (a) Parent agrees that (a) all employees Without limiting Purchaser’s obligations pursuant to Section 5.14, effective on the Closing Date at the applicable time provided in Section 2.4(a), and for the duration of the Acquired Corporations who continue employment Transition Period, Purchaser and its Affiliates shall provide the Transferred Employees and the Transferred Union Employees with Parent, employee benefits that satisfy the Surviving Corporation or any Subsidiary requirements of this Section 5.15. Purchaser agrees to use commercially reasonable efforts to ensure that the Surviving Corporation after Transferred Employees and the Effective Time (“Continuing Employees”) Transferred Union Employees shall be eligible, as determined by Parent, eligible immediately to either continue participating commence participation in the health and welfare benefit plans Purchaser Benefit Plans without regard to any eligibility period, waiting period, elimination period, evidence of the Acquired Corporations insurability requirements or pre-existing condition limitations, except for any specific category, or type of employee benefits for which a Collective Bargaining Agreement requires Purchaser to contribute to an Employee Benefit Plan that is maintained or administered by any labor union, labor organization, or similar Person (the collectively, any “Acquired Corporations Union-Administered Benefit PlansPlan”), to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing case Purchaser shall satisfy all obligations and Liabilities under such Collective Bargaining Agreement with respect to that Union-Administered Benefit Plan. Purchaser further agrees that the Transferred Employees participate after and the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Transferred Union Employees shall be eligible to participate in one any future benefit plans adopted or more corresponding Parent Benefit Plans, as determined maintained by Parent, to substantially the same extent as Purchaser or its Affiliates in which other similarly situated employees of ParentPurchaser or its Affiliates are eligible to participate, the Surviving Corporation except for any specific category, or Subsidiary type, of employee benefits for which a Collective Bargaining Agreement requires Purchaser to contribute to a Union-Administered Benefit Plan. Purchaser and its Affiliates will recognize all service of the Surviving CorporationTransferred Employees with Seller Parent or any of its Affiliates and with any predecessor employer (to the extent such predecessor employer service was taken into account under the applicable Seller Benefit Plans) for all purposes (including for purposes of vesting, eligibility to participate and receive benefits but not, unless otherwise required by Applicable Law or, Collective Bargaining Agreements or the Pension Plan, under any defined benefit pension plan, any retiree medical or other post-employment welfare benefits) under those existing, newly established and future Purchaser Benefit Plans in which the Transferred Employees and Transferred Union Employees are eligible to participate or are enrolled by Purchaser or its Affiliates at any time on or after the Closing Date, or under any Union-Administered Benefit Plan to which a Collective Bargaining Agreement requires Purchaser to contribute. With respect to the Transferred Employees and Transferred Union Employees, Purchaser and its Affiliates further agree to waive deductible and out-of-pocket requirements under the Purchaser Benefit Plans that provide group health benefits and otherwise to give credit under the applicable Purchaser Benefit Plans for amounts paid under a corresponding Seller Benefit Exhibit 2.1 Plan that provides group health benefits, as though such amounts had been paid in accordance with the terms and conditions of the applicable Purchaser Benefit Plans; provided, however, and only to the extent that, each Transferred Employee and Transferred Union Employee (and his or her dependents and beneficiaries, as applicable, and, ) provides appropriate written consent for disclosure to Purchaser or Purchaser Benefit Plans upon their request of any information reasonably necessary for Purchaser and the applicable Purchaser Benefit Plans to implement such waiver and credit. Purchaser further agrees to use commercially reasonable efforts to cause any group term life insurance plan maintained by Purchaser or its Affiliates to waive any medical certification for any Transferred Employee and Transferred Union Employee up to the extent applicable, shall receive credit amount of coverage the Transferred Employee and/or Transferred Union Employee had under such the applicable life insurance plan of Seller Parent or its Affiliates (but subject to any limits on the maximum amount of coverage under the life insurance plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent Purchaser and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(cits Affiliates), no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. (a) Parent agrees that (a) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligibleshall, as determined by Parentsubject to any necessary transition period and subject to any applicable plan provisions, to either continue participating in the health and welfare benefit plans of the Acquired Corporations (the “Acquired Corporations Benefit Plans”)contractual requirements or Legal Requirements, to the extent that Parent assumes sponsorship of the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent Benefit Plans”), as applicable, and (b) for purposes of eligibility to participate under the Parent Benefit Plans, but not for purposes of benefit accrual, each such Continuing Employee shall receive credit for his or her years of service with the Acquired Corporations prior to the Effective Time; provided, however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to amend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and (ii) if the Acquired Corporations Benefit Plans or Parent Benefit Plans in which Continuing Employees participate after the Effective Time are terminated, then (upon expiration of any appropriate transition period) such Continuing Employees shall be eligible to participate in one or more corresponding Parent Benefit PlansParent’s health, as determined by Parentvacation and 401(k) plans, to substantially the same extent as similarly situated employees of Parent, the Surviving Corporation or Subsidiary and (b) for purposes of the Surviving Corporationdetermining a Continuing Employee’s eligibility to participate in such plans, as applicable, and, to the extent applicable, such Continuing Employee shall receive credit under such plans for purposes of eligibility to participate, but not for purposes of benefit accrual, for his or her years of service with the Acquired Corporations prior to the Effective Time. Parent shall use reasonable efforts to (i) cause to be waived any pre-existing condition limitations and eligibility waiting periods under any group health plan of Parent with respect to Continuing Employees and their eligible dependents, and (ii) cause each Continuing Employee to be given credit toward applicable deductibles and annual out-of-pocket limits under any group health plan of Parent for all amounts paid by such Continuing Employee for the plan year that includes the Effective Time under any similar group health plan of the Company in which such Continuing Employee was participating immediately prior to the Effective Time. Nothing in this Section 5.5 6.4(a) or elsewhere in this Agreement shall be construed to create a right in any employee of any of the Acquired Corporations to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent the Surviving Corporation, and the employment of each Continuing Employee shall be “at will” employment. Except for Indemnified Persons (as set forth defined in Section 5.6(c)6.5) to the extent of their respective rights pursuant to Section 6.5, no current or former employee, consultant or director of any of the Acquired Corporations, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.