Common use of Employee Benefits Clause in Contracts

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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

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 (as defined below) 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 Surviving Corporation Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, the U.S. employees of the Company will continue to be provided with pension and welfare benefits under employee benefit plans (but excluding equity based benefits) that are at a minimum substantially comparable in the same level of severance benefits aggregate to those currently 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 such employees or at a minimum generally comparable in the execution aggregate to those provided to similarly situated employees of this AgreementParent and its Subsidiaries as elected by Parent in its sole discretion. On and after the Closing Date, of Parent will cause the employee benefit plans in which the employees of the Company has provided Parent with accurate are eligible to participate (the “New Plans”) to take into account for purposes of eligibility and complete copies prior to the date hereof and (b) vesting thereunder, except for purposes of qualifying for subsidized early retirement benefits or to the extent that any employee it would result in a duplication of benefits, service by the U.S. employees of the Surviving Corporation participates in any Company as if such service were with Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under a comparable plan of the Company and to the extent that such time period is recognized under the terms of such plan of Parent. In addition, Parent shall cause, to the extent permissible under the New Plans (it being understood that Parent shall use its commercially reasonable efforts to cause the New Plans to permit the following), (i) the waiver of all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any similar Employee New Plans to the extent waived or satisfied by an employee under any comparable Company Benefit Plan immediately prior as of the Closing Date, and (ii) any covered expenses incurred on or before the Closing Date by any employee (or covered dependent thereof) of the Company to the Effective Time, be taken into account for purposes of determining eligibility to participate in satisfying applicable deductible, coinsurance and vesting undermaximum out-of-pocket provisions after the Closing Date under any applicable New Plan. Notwithstanding the foregoing, and for purposes nothing contained herein shall (x) be treated as an amendment of calculating the benefits under, such Parent Employee any particular Company Benefit Plan, (iiy) that give any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for third party any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes right to enforce the provisions of this Section 4.66.9, "Current Benefits" shall refer or (z) obligate Parent, the Surviving Corporation or any of their respective Affiliates to benefits available under Employee (A) maintain any particular Company Benefit Plans Plan, or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans(B) retain the employment of any particular employee.

Employee Benefits. Immediately after the Effective Time, (a) 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 (as defined below) 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 employees will or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible, as determined by Parent, to either continue to be provided with participating in the same level health and welfare benefit plans of severance benefits provided to them immediately prior the Acquired Corporations (the “Acquired Corporations Benefit Plans”), to the date extent that Parent assumes sponsorship of this Agreement under those severance the Acquired Corporations Benefit Plans, or participate in the health and welfare benefit plans specified in Schedule 3.1(j) delivered to of Parent, the Surviving Corporation, or Subsidiary of the Surviving Corporation (collectively, the “Parent by the Company prior to the execution of this AgreementBenefit Plans”), of which the Company has provided Parent with accurate and complete copies prior to the date hereof as applicable, and (b) for purposes of eligibility to participate under the extent that any employee Parent Benefit Plans, but not for purposes of the Surviving Corporation participates in any Parent benefit accrual, each such Continuing Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives receive credit for his or her years of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Acquired Corporations prior to the Effective Time; provided, for purposes however, that (i) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of determining eligibility Parent, the Surviving Corporation or Subsidiary of the Surviving Corporation to participate in and vesting underamend or terminate any Parent Benefit Plans or Acquired Corporations Benefit Plans at any time following the Effective Time, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 if the Acquired Corporations Benefit Plans or Parent Employee 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 than benefits available under stock option plansSubsidiary of Parent and the employment of each Continuing Employee shall be “at will” employment. Except as set forth in Section 5.6(c), stock purchase plans no current or former employee, consultant or director of any of the Acquired Corporations, and other equity-based benefit plansno Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.

Employee Benefits. Immediately after Parent further agrees that to the Effective Timeextent Parent terminates or freezes a Company Benefit Plan of the Acquired Companies, (i) that the employees of the Acquired Companies who continue employment with Parent or its subsidiaries shall be enrolled in comparable plans of Parent to the extent that Parent then offers comparable plans to its employees who are employed at similar geographic locations, and (ii) that for purposes of determining eligibility, vesting and benefits under any such Parent plans, Parent or will recognize service with the Surviving Corporation Acquired Companies. For the avoidance of doubt, the participation of any employees of the Acquired Companies in any equity based compensation plans of Parent will be expressly determined by Parent in its sole discretion. Nothing in this Agreement shall cause require Parent to be provided to the Surviving Corporation's retain any Acquired Companies employees for not less than one year from and any period of time after the Closing Date Current Benefits (as defined below) that areand, in subject to requirements of applicable law, Parent reserves the aggregateright, 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 at any time after the Closing Date (a) all Surviving Corporation employees will continue Date, to be provided with terminate such employment and to amend, modify or terminate any term and condition of employment including, without limitation, any employee benefit plan, program, policy, practice or arrangement or the same level compensation or working conditions of severance benefits provided to them immediately prior Acquired Company employees. Prior to the date Acceptance Time, the Company (acting through the compensation committee of this Agreement under those severance plans specified the Company Board of Directors if such committee is comprised of independent directors as provided in Schedule 3.1(jRule 14d-10(d)(2) delivered or, if such compensation committee in not comprised of such independent directors, by a special committee as provided in Rule 14d-10(d)(2)) shall take all such steps as may be required to Parent cause each agreement, arrangement or understanding entered into by the Company prior or any of its Subsidiaries with respect to the execution any payments that are to be made to any of this Agreementits officers, directors or employees which are described in Section 2.5(b) and Section 5.2 of which the Company has provided Parent with accurate Disclosure Letter to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and complete copies prior to satisfy the date hereof and (b) to the extent that any employee requirements of the Surviving Corporation participates non-exclusive safe harbor set forth in any Parent Employee Benefit Plan after Rule 14d-10(d) under the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit PlanExchange Act. For purposes of this Section 4.6hereof, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.“

Employee Benefits. Immediately after As soon as practicable following the Effective Time, Parent or Sterling shall provide generally to officers and employees of the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from Company and after the Closing Date Current Benefits (its Subsidiaries employee benefits, including without limitation health and welfare benefits, life insurance and vacation arrangements, on terms and conditions which when taken as defined below) that area whole are substantially similar, in the aggregategood faith opinion of Sterling, substantially as favorable to those provided from time to time by Sterling and its Subsidiaries to their similarly situated officers and employees. In that regard, such officers and employees as the Current Benefits available to them as of the date of this Agreement Company shall be credited under the Employee employee benefit plans of Sterling for their years of "eligibility service" and "vesting service" earned under the Company Benefit PlansPlans as if such service had been earned with Sterling. Without limiting the generality Such officers and employees of the foregoing, for not less than one year from Company shall be credited with "benefit service" under the employee benefit plans of Sterling only with respect to their period of employment with Sterling and its Subsidiaries after the Closing Date (a) all Surviving Corporation employees will continue to be provided Effective Time in accordance with the same level terms and conditions of severance benefits provided to them immediately prior to the date such employee benefit plans. As 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the employees and their dependents, if any, previously covered as of the Effective Time under the Company's health insurance plan shall be covered under Sterling's health insurance plan and, to the same extent as such service was credited possible under any similar Employee Benefit Plan immediately prior the terms of Sterling's then current health insurance plan, will not be subject to the Effective Time, for 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 any pre-existing condition limitationslimitations or exclusions, waiting periods except those excluded under Sterling's health insurance plan. The Company's employees shall not be required to satisfy the deductible and employee payments required by Sterling's comprehensive medical and/or dental plans for the calendar year of the Effective Time to the extent of amounts previously credited during such calendar year under comparable plans maintained by the Company. Nothing in this Agreement shall operate or similar limitations under such Parent Employee be construed as requiring Sterling or any of its Subsidiaries to continue to maintain or to terminate any Company Benefit Plan are waived, and (iii) that or any employee benefit plan of Sterling or to limit in any way Sterling's ability to amend any 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansplan.

Employee Benefits. Immediately after The Company agrees to (i) provide coverage for FNF employees who become employees of the Company under its medical, dental and health plans as of the Effective Time, Parent or (ii) waive any preexisting conditions, waiting periods and actively at work requirements under such plans, and (iii) cause such plans to honor any expenses incurred by the Surviving Corporation shall cause to be provided to employees and their beneficiaries under similar plans of FNF during the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as portion of the date calendar year in which the Effective Time occurs for purposes of this Agreement under the Employee satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses. The Company will cause any Company Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from Plans (and after the Closing Date (a) all Surviving Corporation 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 any other employee benefit plans specified in Schedule 3.1(j) delivered to Parent established by the Company prior to after the execution of this Agreement, of date hereof) in which the Company has provided Parent with accurate employees of FNF are eligible to participate after the Effective Time to take into account for purposes of eligibility, vesting and complete copies prior to the date hereof and benefit accrual thereunder (b) but, in respect of benefit accrual, only to the extent that any employee it would not result in a duplication of benefits for the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Timesame period of service), Parent shall use reasonable efforts to ensure (i) that service with FNF and its Subsidiaries as if such employee receives credit for his or her service were with the Company, to the same extent as such service was credited under a comparable plan of FNF prior to the Effective Time. With respect to all Benefit Plans that are sponsored by FNF and constitute employee benefit plans within the meaning of Section 3(3) of ERISA, including the Fidelity National Financial Group 401(k) Profit Sharing Plan, FNF shall, to the extent any similar Employee Benefit Plan immediately such plan is not terminated (and all assets distributed and all liabilities satisfied) prior to the Effective Time, for purposes cause the sponsorship of determining eligibility such plans to participate in and vesting underbe transferred to FNT prior to the Effective Time, together with all insurance policies, bonds, and for purposes of calculating trust, services and other agreements relating to such plans; provided, however, that FNT and FIS shall be entitled to the rights and benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedinsurance policies, and (iii) that bonds, trusts to the extent reasonably attributable to their respective businesses prior to the Effective Time, as mutually agreed by 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planscompanies.

Employee Benefits. Immediately (a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, 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") will be eligible to participate in: (i) the Parent ESPP and, as determined by Parent, applicable stock option plans of Parent; (ii) Parent's non-equity employee benefit plans and programs, including any profit sharing plan, severance plan, medical plan, dental plan, life insurance plan, time-off programs and disability plan, in each case to substantially the same extent as similarly situated employees of Parent; (iii) 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 5.5 only, the plans referred to in clauses "(i)" through "(iii)" of this sentence being referred to as "Specified Parent Benefit Plans"). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting, level of benefits and benefit accrual under the Specified Parent Benefit Plans in which such Continuing Employee participates (other than under any sabbatical program or with respect to the vesting of any stock options granted by Parent after the Effective Time, Parent or ) for 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 (as defined below) that are, in the aggregate, substantially as favorable to years of continuous service by such employees as the Current Benefits available to them as of the date of this Agreement under the Continuing Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 recognized 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Acquired Corporations prior to the Effective Time. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, for purposes of determining subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall: (A) cause to be waived, as required by applicable Legal Requirements, any eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any requirements or pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, ; and (iiiB) that such employee receives credit for any co-payments previously made and give effect, in determining any deductible previously satisfied under maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar plans maintained by 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAcquired Corporation during the plan year in which the Effective Time occurs.

Employee Benefits. Immediately Notwithstanding anything to the contrary contained herein, from and after the Effective Time, Parent or the Surviving Corporation shall cause will have sole discretion over the hiring, promotion, retention, firing and (except for employee benefit plans to be provided to the extent set forth below) other terms and conditions of the employment of employees of the Surviving Corporation's employees for not less than one year from and after . Subject to the Closing Date Current Benefits (as defined below) that areimmediately preceding sentence, in Parent will provide, or will cause the aggregate, substantially as favorable Surviving Corporation or its Subsidiaries 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 foregoingprovide, for not less than one year from and after the Closing Date (a) all Surviving Corporation benefit of 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after or its Subsidiaries, as the Effective Timecase may be, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his who were employees of the Company or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan its Subsidiaries immediately prior to the Effective Time, recognizing all prior service for eligibility and vesting purposes (including for purposes of determining eligibility entitlement to participate vacation, severance and other benefits) of the officers, directors or employees with the Company and any of its Subsidiaries as service thereunder, the existing qualified pension plans of the Company or its Subsidiaries listed in and vesting underSection 5.9 of the Company Disclosure Letter until the expiration of two years after the Effective Time, and and, in addition, will provide for purposes such two-year period other "employee benefit plans," within the meaning of calculating Section 3(3) of ERISA, that, together with such existing qualified pension plans, are in the benefits underaggregate at least substantially comparable to the "employee benefit plans," within the meaning of Section 3(3) of ERISA, provided to such individuals by the Company or its Subsidiaries on the date of this Agreement, provided, however, that notwithstanding the foregoing (i) nothing herein will be deemed to require Parent Employee Benefit Planto modify the benefit formulas under any pension plan of the Company or any of its Subsidiaries in a manner that increases the aggregate expenses thereof as of the date hereof in order to comply with the requirements of ERISA, the Code or the Tax Reform Act of 1986, (ii) that employee stock ownership, stock option and similar equity- based plans, programs and arrangements of the Company or any pre-of its Subsidiaries are not encompassed within the meaning of the term "employee benefit plans" hereunder, (iii) nothing herein will obligate Parent or the Surviving Corporation to continue any particular employee benefit plan, other than the existing condition limitationsqualified pension plans, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedfor any period after the Effective Time, and (iiiiv) that such without limiting the generality or effect of Section 8.3, no employee receives credit for of the Company or any co-payments previously made and Subsidiary of the Company will have any deductible previously satisfied under any similar Employee Benefit Plan. For purposes claim or right by reason of this Section 4.65.9. Parent will cause the Surviving Corporation to honor (subject to any withholdings under applicable Law) all employment, "Current Benefits" shall refer consulting and severance agreements or arrangements to benefits available under Employee Benefit Plans which the Company or Parent Employee Benefit Plansany of its Subsidiaries is presently a party, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planswhich are specifically disclosed in the Company Disclosure Letter except to the extent such agreement or arrangement is superseded or amended by any subsequent arrangements or agreements agreed to by the parties thereto in writing.

Employee Benefits. Immediately (a) From and 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 (as defined below) that are, Company Benefit Plans in the aggregate, substantially as favorable to such employees as the Current Benefits available to them effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality shall remain in effect with respect to employees of the foregoingCompany (or its Subsidiaries), for not less than one year from and after covered by such plans at the Closing Date (a) all Surviving Corporation employees will continue Effective Time until such time as Parent shall, subject to be provided with applicable Law, the same level of severance benefits provided to them immediately prior to the date terms of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by and the terms of such plans, either transfer employees and former employees of the Company prior and its Subsidiaries (“Transferred Employees”) to existing benefit plans of the Parent or Merger Sub or adopt new benefit plans with respect to such Transferred Employees (the “Transferred Employee Plans”). Prior to the execution of this AgreementEffective Time, of which Parent and the Company has provided shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards determining appropriate Transferred Employee Plans. Parent will, and will cause its Subsidiaries to, with accurate and complete copies prior respect to the date hereof and all Transferred Employee Plans, (bi) to the extent that any provide each employee of the Surviving Corporation participates Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any Transferred Employee Plan that is a welfare plan that such employees may be eligible to participate in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) the extent that such employee receives would receive credit for his or her service with such conditions under the Company, to the same extent as corresponding welfare plan in which any such service was credited under any similar Employee Benefit Plan employee participated 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods provide each employee of the Company or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives its Subsidiaries with credit for any co-payments previously made and deductibles paid in satisfying any applicable deductible previously satisfied or out-of-pocket requirements under any similar Transferred Employee Benefit Plan. For Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, to the extent that such employee would have received credit for such co-payment or deductible under the corresponding Company welfare plan in which the applicable employee participated immediately prior to the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 4.66.05, "Current Benefits" Parent shall refer have no obligation to benefits available under Employee Benefit Plans provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planshas received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

Employee Benefits. Immediately after the Effective Time(a) Until at least December 31, ----------------- 1996, Parent shall maintain or the Surviving Corporation shall cause to be maintained employee benefits and programs for retirees, directors, officers and employees of the Company and its Subsidiaries that are no less favorable in the aggregate than those being provided to the Surviving Corporation's such retirees, directors, officers and employees for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation 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 on the date hereof taking into account that the Company will be a private company without stock options and (b) to the extent that any employee like. On or after January 1, 1997, the retirees, directors, officers and employees of the Surviving Corporation participates Company and its Subsidiaries shall be eligible for employee benefits, plans and programs (including but not limited to incentive compensation, deferred compensation, pension, life insurance, medical, profit sharing (including 401(k)), severance, salary continuation and fringe benefits) which are no less favorable in any the aggregate than those generally available to similarly situated retirees, directors, officers and employees of Parent Employee Benefit Plan after and its Significant Subsidiaries in the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for relevant geographic regions. For purposes of determining eligibility to participate in and vesting underin all benefits provided to retirees, directors, officers and employees, retirees, directors, officers and employees of the Company and its Subsidiaries will be credited with their years of service with the Company and its Subsidiaries and years of service with prior employers to the extent service with prior employers is taken into account under plans of the Company. Upon termination of any medical plan of the Company, individuals who were directors, officers or employees of the Company or its Subsidiaries at the Effective Time shall become eligible to participate in the medical plan of Parent, provided that no condition that was eligible for purposes -------- coverage under any medical plan of calculating the benefits underCompany at the time of such termination shall be excluded from coverage under the medical plan of Parent as a pre- existing condition. Amounts paid before the Effective Time by retirees, directors, officers and employees of the Company under any medical plans of the Company shall after the Effective Time be taken into account in applying deductibles and maximum out-of-pocket limits applicable under the medical plan of Parent provided as of the Effective Time to the same extent as if such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations amounts had been paid under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes medical plan of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansParent.

Employee Benefits. Immediately after To the Effective Timeextent that, Parent from time to time, the Bank maintains in effect one or more bonus or benefit plans or arrangements applicable to senior officers and/or to employees generally, the Surviving Corporation Executive shall cause be entitled to participate in all of the same. As used herein, the term "senior officers" means officers of the Bank holding titles of vice president or above, and the term "plans or arrangements" means and includes, but is not limited to, any employee pension benefit plan, stock option plan, life insurance and health-and-accident plan, medical insurance plan, disability income plan, vacation plan, and any comparable plan or arrangement. The Bank shall not make any changes in such plans or arrangements which would adversely affect the Executive's rights or benefits thereunder unless such change occurs pursuant to a program applicable to all senior officers of the Bank and does not result in a proportionally greater reduction in the rights or benefits of the Executive as compared with any other senior officer of the Bank. However, the Bank shall be free to make good faith, non-discriminatory changes in (including terminations of) its employee benefit plans and arrangements from time to time in the ordinary course of its business. The Executive shall be entitled to participate in or receive benefits under any current or future employee benefit plan or arrangement made available by the Bank to its employees or senior officers (whether or not inclusive of Bank employees generally), subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Neither coverage nor benefits paid under any such plan or arrangement presently in effect or made available in the future shall be deemed to be provided in lieu of the Base Salary payable to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 Executive under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date subsection (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 4.65. Any payment or other benefits provided the Executive under any such plan or arrangement with respect to any plan year during which the Executive is employed hereunder for less than the full plan year shall be prorated in accordance with the number of days of such plan year during which he is so employed, "Current Benefits" unless otherwise provided in the pertinent plan or arrangement. The Executive's entitlement hereunder shall refer to benefits available include the method of cost-sharing, if any, in effect under Employee Benefit Plans the pertinent plan or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansarrangement at the relevant time.

Employee Benefits. Immediately after You will be entitled to participate in all employee benefits plans or programs offered to executives of the Effective TimeCompany (the “Benefits Plans”), Parent including insurance programs, vacation and other leave benefits, savings, deferred compensation or retirement plans, merchandise discounts and business expense procedures. Plan documents setting forth terms of certain of the Surviving Corporation shall cause Benefits Plans are available upon request. Your execution of this Agreement represents your acknowledgement and understanding that the plan documents control all questions of interpretation of applicable Benefits Plans, and that the Benefits Plans are subject to be provided to modification or termination by the Surviving Corporation's employees Company at any time, at its sole discretion. Severance: Upon your termination of employment by the Company without “Cause” or for not less than one year from and after the Closing Date Current Benefits “Good Reason,” (together a “Qualifying Termination”) each as defined below) that are, but subject to your performance of all postemployment obligations set forth in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of this Agreement under and execution and non-revocation of a release of claims reasonably satisfactory to the Employee Benefit Plans. Without limiting Company within sixty (60) days of such Qualifying Termination, (i) the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees Company will continue to be pay the monthly rate of your Base Salary as provided with above, for the twenty-four (24) month-period commencing on the Qualifying Termination, (ii) a pro-rata portion of your annual bonus for the fiscal year in which your termination occurs in an amount equal to the amount accrued on the Company’s financial statements through the full month prior to the Qualifying Termination, (iii) subject to (A) your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) your continued copayment of premiums at the same level of severance benefits provided and cost 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 you as if you were an employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure Company (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Timeexcluding, for purposes of determining eligibility to participate in and vesting undercalculating cost, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any your ability to pay premiums with pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedtax dollars), and (iiiC) your continued compliance with the obligations set forth hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers you (and your eligible dependents) for a period of twelve (12) months at the Company’s expense, to be paid in the form of reimbursements to you, provided that such employee receives credit you are eligible and remain eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated herein to the extent reasonably necessary to avoid the imposition of any co-payments previously made excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), (iv) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equitytime-based benefit plansvesting equity awards then held by you which would have vested within twelve (12) months following the date of the Qualifying Termination but for such Qualifying Termination shall become vested, and (v) any unpaid unvested bonus amount under the WideOpenWest, Inc. Retention Plan shall become immediately vested and paid in a lump sum payable on the sixtieth (60th) day following the date of the Qualifying Termination.

Employee Benefits. Immediately after the Effective Time(i) Parent agrees that, 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 (as defined below) that are, in the aggregate, substantially promptly 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after reasonably practicable following the Effective Time, Parent shall use reasonable efforts arrange for the employees of the Company and its Subsidiaries to ensure participate in the employee benefit plans of Parent, including but not limited to Parent Compensation and Benefit Plans, on substantially the same terms and conditions of similarly situated employees of Parent. In the interim, Parent shall not reduce the aggregate level of benefits provided to the employees of the Company and its Subsidiaries under the Compensation and Benefit Plans (iother than Stock Plans pursuant to which no new awards will be granted). Parent shall cause its employee benefit plans (including but not limited to vacation, severance and disability plans) that to take into account for purposes of eligibility, benefits (excluding accruals under a defined benefit plan) and vesting thereunder service by employees of the Company and its Subsidiaries as if such employee receives credit for his or her service were with the Company, Parent to the same extent as that such service was credited under any similar Employee Benefit Plan immediately prior to a comparable plan of the Effective Time, for Company. For purposes of determining eligibility each Parent employee benefit plan providing medical, dental, prescription drug, vision, life insurance or disability benefits to participate in and vesting underany employee of the Company or its Subsidiaries, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, shall cause its employee benefit plans to (iia) that any waive all pre-existing condition limitationsexclusions of its employee benefit plans with respect to such employees and their dependents to the same extent such exclusions were waived under a comparable plan of the Company and (b) take into account any eligible expenses incurred by such employees and their dependents for purposes of satisfying all deductible, waiting periods or similar limitations coinsurance and maximum out-of-pocket requirements applicable to such employees and their covered dependents under such the applicable employee benefit plan of Parent. Parent Employee Benefit Plan are waivedshall, and (iii) that such shall cause the Surviving Corporation to, honor all employee receives credit for any co-payments previously made benefit obligations to current and any deductible previously satisfied former employees under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee the Compensation and Benefit Plans and, to the extent set forth in the Company Disclosure Schedule, all employee severance plans (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans policies) in existence on the date hereof and other equity-based benefit plansset forth in the Company Disclosure Schedule and all employment or severance agreements entered into by the Company or adopted by the Board of Directors of the Company prior to the date hereof.

Employee Benefits. Immediately after Parent agrees that, for a period of at ----------------- least one year from the Effective TimeDate, Parent or it will cause the Surviving Corporation shall cause to maintain, and the employees of the Company on the date of this Agreement (the "Current Employees") will be provided to eligible for, the Surviving Corporation's employees for not less employee benefit plans of the Company as of the Effective Date until it develops alternative plans (other than one year from and after stock options or other plans involving the Closing Date Current Benefits (as defined belowissuance of securities of the Company or Parent) that are, which in the aggregate, aggregate are substantially as favorable comparable to such employees as those maintained by the Current Benefits available to them Company as of the date of this Agreement Agreement. Parent will use its best efforts to cause each employee benefit plan of DPC in which the Current Employees are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such Current Employees with the Company as if such service were with DPC, to the same extent that such service was credited under a comparable plan of the Company and such service period would have been credited to an employee of DPC participating in the relevant plan. The Current Employees shall be entitled to the vacation time and holidays provided for under plans applicable to employees of DPC. In no event, however, shall a Current Employee's vacation time or ability to accrue or carry over vacation be less than that to which such Current Employee was entitled under the Employee Benefit PlansCompany's vacation plan. Without limiting For the generality of the foregoing, for not less than one first plan year from and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan ending after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited any pre- existing condition exclusion under any similar plan providing medical or dental benefits shall be no more restrictive for any Current Employee Benefit Plan who, immediately prior to the Effective Timecommencing participation in such plan, for purposes of determining eligibility to participate was participating in a Company plan providing medical or dental benefits and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that had satisfied any pre-existing condition limitations, waiting periods or similar limitations provision under such Company plan. Parent agrees to provide any Current Employee Benefit Plan are waivedwhose employment with the Company is terminated as a result of the Merger with at the least the minimum severance benefits provided to employees of DPC. If required by Parent, the Company shall, immediately prior to the Closing Date, terminate the Company's 401(k) plan (the "Company 401(k)") and no further contributions shall be made to the Company 401(k), provided that Parent provides the Current Employees the opportunity to participate in a 401(k) plan immediately following the Closing Date. The Company shall provide to Parent (i) resolutions of the Board of Directors of the Company authorizing the termination and (iiiii) an executed amendment to the Company 401(k) sufficient to ensure compliance with all applicable requirements of the Code and regulations thereunder so that such employee receives credit for any cothe tax-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes qualified status of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Company 401(k) will be maintained at the time of termination.

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 (as defined below) 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 Surviving Corporation employees will continue to be provided with Section 2.15(a) of the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified in Disclosure Schedule 3.1(j) delivered to Parent by lists each Employee Benefit Plan that the Company prior maintains or to which the execution of this Agreement, of Company contributes or has any obligation to contribute or with respect to which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent liabilities. Each such Employee Benefit Plan after the Effective Time(and each related trust, Parent shall use reasonable efforts to ensure (iinsurance Contract, or fund) that such employee receives credit for his or her service has been maintained, funded and administered in accordance with the Company, to the same extent as terms of such service was credited under any similar Employee Benefit Plan immediately prior to and complies in form and in operation in all material respects with the Effective Timeapplicable requirements of ERISA, for purposes of determining eligibility to participate in and vesting underthe Code, and for purposes of calculating the benefits underother applicable Laws. All required reports and descriptions (including Form 5500 annual reports, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedsummary annual reports, and (iiisummary plan descriptions) that have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code with respect to each such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes The requirements of this Section 4.6, "Current Benefits" shall refer COBRA have been met in all material respects with respect to benefits available under each such Employee Benefit Plans or Parent Plan and each Employee Benefit PlansPlan maintained by an ERISA Affiliate that is an Employee Welfare Benefit Plan subject to COBRA. All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each such Employee Benefit Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date which are not yet due have been made to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan that is an Employee Welfare Benefit Plan. Each such Employee Benefit Plan which is intended to meet the requirements of a “qualified plan” under Code §401(a) is so qualified and has received a determination from the Internal Revenue Service that such Employee Benefit Plan is so qualified, and, to the Knowledge of the Company, nothing has occurred since the date of such determination that could adversely affect the qualified status of any such Employee Benefit Plan. Each such Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof has been timely amended within the applicable Remedial Amendment Period (as that term is defined in Code Section 401(b)) and in accordance with applicable procedures set forth in Revenue Procedure 2005-66. All master, prototype and volume submitter plans which are part of any Employee Benefit Plan were submitted to the IRS for an opinion or advisory letter within the applicable Remedial Amendment Period, set forth in Revenue Procedure 2005-66. There have been no Prohibited Transactions with respect to any such Employee Benefit Plan or any Employee Benefit Plan maintained by an ERISA Affiliate. No Fiduciary has any Liability for material breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No Proceeding with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than benefits routine claims for benefits) is pending or, to the Knowledge of the Company, threatened. The Company has made available under stock option plansto the Purchasers correct and complete copies of the plan documents and summary plan descriptions, stock purchase plans the most recent determination letter received from the Internal Revenue Service, the most recent annual report (Form 5500, with all applicable attachments), and all related trust agreements, insurance Contracts, and other equity-based benefit plansfunding arrangements which implement each such Employee Benefit Plan.

Employee Benefits. Parent agrees that all employees of the Acquired 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 to continue to participate in the Surviving Corporation's health and welfare benefit plans; provided, however, that nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time (including as of the Effective Time). Immediately after the Effective Time, the Continuing Employees shall be entitled to participate in a plan that contains a cash or 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 shall cause to be provided to the Surviving Corporation(a "PARENT 401(k) PLAN"). Each Continuing Employee's employees for not less than one year from period of service and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation employees will continue to be provided compensation history with the same level of severance EXECUTION VERSION Company and the Acquired Companies shall be counted in determining eligibility for, and the amount and vesting of, 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 employee of the Surviving Corporation participates in any Parent each Employee Benefit Plan after sponsored or maintained by Parent (including, without limitation, the Effective TimeParent 401(k) Plan), Parent shall use reasonable efforts to ensure (i) except that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, shall not be taken into account for purposes of determining eligibility to participate in and vesting under, and for purposes benefit accrual under any defined benefit plan of calculating Parent. To the benefits underextent any Continuing Employee becomes covered under a health plan sponsored or maintained by Parent, such Parent Continuing Employee Benefit Plan, (ii) that shall receive credit under such plan toward any predeductible and/or out-existing condition limitations, waiting periods or similar limitations of-pocket maximum which may apply under such Parent Employee Benefit Plan are waivedhealth plan, for those sums paid under a health plan sponsored or maintained by the Acquired Companies as deductibles, coinsurance and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planscopayments during the calendar year containing the Closing Date.

Employee Benefits. Immediately after (a) Investors Bancorp will review all Roma Financial Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plans. Employees who are employed by Roma Financial or any Roma Subsidiary as of, and immediately prior to, the Effective Time shall become employees of Investors Bancorp and Investors Bank upon, and immediately following, the Effective Time, Parent provided however that this shall not be construed to limit the ability of Investors Bancorp or Investors Bank to terminate the Surviving Corporation employment of any such employee. In the event employee compensation and/or benefits as currently provided by Roma Financial or any Roma Subsidiary are changed or terminated by Investors Bancorp, in whole or in part, Investors Bancorp shall cause to be provided to the Surviving Corporation's provide former employees for not less than one year from and of Roma Financial or any Roma Subsidiary who become employees of Investors Bancorp (or any Investors Bancorp Subsidiary) after the Closing Date Current Benefits Effective Time (as defined below“Continuing Employees”) with compensation and benefits that are, in the aggregate, substantially as favorable similar to such the compensation and benefits provided to similarly situated employees as the Current Benefits available to them of Investors Bancorp or applicable Investors Bancorp Subsidiary (as of the date any such compensation or benefit is provided). Except as specifically set forth herein, Employees of this Agreement under the Employee Roma Financial or any Roma Subsidiary who become participants in an Investors Bancorp Compensation and Benefit Plans. Without limiting the generality of the foregoingPlan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not less than one year from for benefit accrual purposes) be given credit for meeting eligibility and after the Closing Date (a) all Surviving Corporation 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 vesting requirements in such 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 for service as an employee of the Surviving Corporation participates in Roma Financial or any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his Roma Subsidiary or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately predecessor thereto prior to the Effective Time; provided, however, that credit for prior service shall be given under the Investors Bancorp ESOP and the Investors Defined Benefit Plan only for purposes of determining eligibility to participate in such plans and not for vesting underpurposes, and provided further, that credit for benefit accrual purposes will be given only for purposes of Investors Bancorp vacation policies or programs and for purposes of calculating the calculation of severance benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planseverance compensation plan of Investors Bancorp. For purposes This Agreement shall not be construed to limit the ability of this Section 4.6, "Current Benefits" shall refer Investors Bancorp or Investors Bank to review employee benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans programs from time to time and other equity-based benefit plansto make such changes (including terminating any program) as they deem appropriate.

Employee Benefits. Immediately (a) Each employee of the 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) (each, a “Continuing Employee”) shall receive service credit for prior service with the Company or a Company Subsidiary under Acquiror’s flexible time-off policy (the “FTO Plan”), subject to 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 Acquiror for purposes of benefits, accrual, eligibility or vesting under Acquiror’s benefit plans. From and after the Effective Time, Parent or the Surviving Corporation Acquiror shall cause take all actions as are necessary to be provided allow Continuing Employees to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, participate in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as benefit programs 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, Acquiror to the same extent as such service was credited similarly situated employees of Acquiror 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, Acquiror shall waive all limitations as to preexisting conditions, exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any similar Employee Benefit Plan immediately prior medical, dental and vision plans that such employees may be eligible to participate in after the Effective Time. To the extent permitted under the applicable benefit programs of Acquiror, for purposes of determining eligibility to participate in Acquiror shall also provide continuing Employees and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives their eligible dependents with credit for any co-payments previously payments, deductibles and offsets (or similar payments) made under the Company Benefit Arrangements for the year in which the Closing occurs under Acquiror’s medical, dental and vision plans for the purposes of satisfying any deductible previously satisfied applicable deductible, out-of-pocket, or similar requirements 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based Acquiror benefit plansprogram in the year in which the Closing occurs.

Employee Benefits. Immediately (a) For a period of at least two years after the Effective Time, the Parent or will cause the Surviving Corporation shall cause to be provided provide for the benefit of the employees of the Company and REI Barbados benefits in the aggregate that are (A) substantially equivalent to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, benefits provided under Company Benefit Plans in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of effect on the date of this Agreement Agreement, or (B) if equal to or greater than the benefits described in clause (A) above, the benefits provided under benefit plans maintained by the Employee Benefit PlansParent for employees of the Parent and the Parent Subsidiaries (other than the Surviving Corporation and its Subsidiaries). Without limiting the generality of the foregoing, for not less than one year from all vacation, holiday, sickness and personal days accrued by the employees of the Company and REI Barbados shall be honored. For a period of at least two years after the Closing Date Effective Time (a) all or for such longer or shorter period as is permitted or required by applicable statute), the Parent will cause the Surviving Corporation to provide for the benefit of individuals who, immediately prior to the Effective Time, are former employees will continue of the Company and REI Barbados with benefits that are substantially equivalent, in the aggregate, to be provided with the same level of severance benefits that are provided to them immediately prior to the date of this Agreement Effective Time under those severance plans specified in Schedule 3.1(j) delivered to Parent by Company Benefit Plans. In 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 event that any employee of the Surviving Corporation participates in or one of its Subsidiaries is at any Parent Employee Benefit Plan time after the Effective TimeTime transferred to the Parent or any affiliate of the Parent (other than the Surviving Corporation and its Subsidiaries) or becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed by the Parent or any affiliate of the Parent (other than the Surviving Corporation and its Subsidiaries), the Parent shall use reasonable efforts cause such plan, program or arrangement to ensure (i) that treat the prior service of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Company and REI Barbados prior to the Effective Time, to the extent prior service is generally recognized under such plan, program or arrangement of the Company, as service rendered to the Parent or such affiliates for purposes of determining eligibility eligibility, vesting or entitlement to participate in and vesting underbenefits under such plans, and program or arrangement (reduced, however, to avoid duplication of benefits for purposes the same period of calculating the benefits under, such service). The Parent Employee Benefit Plan, (ii) that shall cause to be waived any pre-existing condition limitations, waiting periods or similar limitations limitation under such Parent Employee Benefit Plan are waived, and (iii) its benefit plans that might otherwise apply to such employee receives credit or, to the extent applicable, a former employee. The Parent agrees to recognize (or cause to be recognized) the dollar amount of all expenses incurred by such employees or, to the extent applicable, former employees, during the calendar year in which the Effective Time occurs for any purposes of satisfying the calendar year deductibles and co-payments previously made payment limitations for such year under the relevant benefit plans of the Parent 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstheir respective Subsidiaries.

Employee Benefits. Immediately after (a) Parent shall take all necessary action so that each person who is an employee of the Effective TimeCompany or any of its Subsidiaries upon the consummation of the Offer (including each such person who is on vacation, Parent 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 shall cause to be provided to or a Subsidiary of the Company or of the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available 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 them continue 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 date consummation of this Agreement 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 Employee Benefit Plans and the Other Benefit Plans. Without limiting the generality , as in effect as of the foregoing, for not less than one year from and consummation of the Offer. Parent shall take all necessary action so that each Retained Employee shall after the Closing Date (a) all Surviving Corporation employees will consummation of the Offer continue to be provided credited with the same level unused vacation and sick leave credited to such employee through the consummation of severance benefits 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 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 Company, the execution Surviving Corporation or any of this Agreement, their Subsidiaries in which employees or former employees of which the Company has provided Parent and its Subsidiaries or the spouses, dependents or other beneficiaries of such persons become eligible to participate after the consummation of the Offer, each such person shall be credited with accurate and complete copies prior to the date hereof and (b) all years of service to the extent that any employee 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 Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansOffer.

Employee Benefits. Immediately after (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Subsidiaries immediately following the Effective Time are hereinafter referred to as the “Continuing Employees.” For the period commencing at the Effective Time and ending on the date that is twelve (12) months following the Effective Time occurs (such period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee, for so long as such Continuing Employee remains employed during the Continuation Period, (i) at least the same base salary and base wage rate provided to such Continuing Employee immediately prior to Effective Time, (ii) short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation) provided to such Continuing Employee immediately prior to 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 (as defined below) 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 during the Closing Date (a) all Continuation Period Parent shall provide, or shall cause the Surviving Corporation employees will continue or any of their respective Subsidiaries to be provided provide, severance payments and benefits to each Continuing Employee whose employment is terminated during such period that are no less favorable than the severance payments and benefits that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable severance plan, policy, practice or arrangement sponsored or maintained by the Company or any of its subsidiaries in accordance with the same level terms of severance benefits provided to them such arrangement as in effect immediately prior to the date Effective Time and set forth on Section 4.12(a) of this Agreement under those severance plans specified in Schedule 3.1(j) delivered the Company Disclosure Letter and provided 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 or, if greater, the severance payments and (b) benefits that are provided to similarly situated employees of Parent and its Subsidiaries at the extent that any employee time of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstermination.

Employee Benefits. Immediately after Subject to Section 2.05(a), following the Effective Time, Parent shall, or shall cause the Surviving Corporation shall to (i) honor all obligations under employment agreements of the Company and (ii) pay all benefits (including any vacation, personal and sick days) accrued through the 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 provided to employed by the Surviving Corporation's employees Company or any of its subsidiaries as of the Effective Time ("CONTINUING EMPLOYEES") for a period of not less than one year from following the Effective Time with compensation and after the Closing Date Current Benefits (as defined below) that arebenefits which, in the aggregate, substantially as are no less favorable than either the compensation and benefits provided to such employees as immediately prior to the Current Benefits available Effective Time or the compensation and benefits provided to them similarly situated employees of Parent 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 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 Surviving Corporation employees will continue as disclosed to be provided with the same level of severance benefits provided to them immediately Parent in writing prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered hereof. With respect to Parent by the Company prior medical benefits provided 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan Continuing Employees after the Effective Time, Parent shall use reasonable efforts to ensure (i) agrees that such employee receives credit for his it will, or her service with it will cause the CompanySurviving Corporation and its subsidiaries to, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in waive waiting periods and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations requirements (to the extent waived under such Parent Employee Benefit Plan are waivedthe Company's plans), and (iii) that such employee receives will give Continuing Employees credit for any co-payments previously made copayments and any deductible previously satisfied deductibles actually paid by such employees under any similar Employee Benefit Planthe Company's medical plans during the calendar year in which the Effective Time occurs. For In addition, service with the Company shall be recognized for purposes of this Section 4.6, "Current Benefits" shall refer to benefits available eligibility under Employee Benefit Plans the welfare plans in which Continuing Employees participate as well as for purposes of the programs or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans policies for vacation pay and other equity-based benefit planssick pay in which Continuing Employees participate.

Employee Benefits. Immediately after the Effective Time(a) Buyer shall, Parent or shall cause the Surviving Corporation shall cause Company to, provide each employee of the Company immediately prior to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, who continues in the aggregate, substantially as favorable to such employees as employment of Buyer or any of its Subsidiaries (including 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 Surviving Company) on or following the Closing Date (aeach, a “Company Employee”) all Surviving Corporation employees will continue to be provided with the same level of severance compensation and benefits provided to them that are not less favorable than such Company Employee’s compensation and benefits as in effect immediately prior to the date Closing. In addition, Buyer shall offer to enter into an employment agreement with each Key Company Employee, which employment agreement shall be based on Buyer’s standard form 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 Agreementemployment agreement for management personnel, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee shall be effective as of the Closing, and shall provide that if Buyer or the Surviving Corporation participates Company (x) reduces such Key Company Employee’s base salary within one year following the Closing Date, (y) requires such Key Company Employee to relocate within one year following the Closing Date, or (z) terminates such Key Company Employee within one year from the Closing Date for any reason other than for Cause, then Buyer or the Surviving Company shall pay to such Key Company Employee severance in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts an amount equal to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent Key Company Employee’s annual base salary as such service was credited under any similar Employee Benefit Plan in effect immediately prior to the Effective TimeClosing; provided that Buyer, in its sole discretion, may elect not to offer such an employment agreement to any particular Key Company Employee if Buyer instead terminates the employment of such Key Company Employee within five days following the Closing Date and pays to such Key Company Employee severance in an amount equal to such Key Company Employee’s annual base salary as in effect immediately prior to the Closing; and provided further that any such severance payment shall be payable in one lump sum, less applicable withholding Taxes, within thirty (30) days following the applicable termination of employment (but in all events in the later calendar year if such 30-day payment period spans two calendar years). In order for purposes a Key Company Employee to receive any severance payment contemplated by the immediately preceding sentence, the Key Company Employee must execute a reasonable and customary release of determining eligibility to participate claims agreement in and vesting underfavor of the Surviving Company, Sellers, Buyer, their respective Affiliates, and for purposes all of calculating the benefits undertheir respective officers, employees, directors, parents and Affiliates; provided that in no event shall such Parent Employee Benefit Planrelease of claims agreement contain any (or any increased, (iiwhether in scope or duration) that any prerestrictive covenant, similar obligation, or other post-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.termination requirement

Employee Benefits. Immediately after (a) Banterra shall, with respect to each employee of Heartland or its subsidiaries at the Effective TimeTime who shall continue in employment with Banterra or its subsidiaries (each a "Continued Employee"), Parent or provide the Surviving Corporation shall cause to be provided benefits described in this Section 5.05. Subject to the Surviving Corporationright of subsequent amendment, modification or termination of Banterra's employees for not less than one year from and after the Closing Date Current Benefits (Employee Plans, as defined below) that are, in Banterra's sole discretion which applies to all employees of Banterra or its subsidiaries, 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 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 aggregate"Banterra Employee Plans"), substantially if and as favorable a Continued Employee shall be eligible and, if required, selected for participation therein under the terms thereof. Continued Employees shall be eligible to participate on the same basis as similarly situated employees of other 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 Current Benefits available following sentence with respect to them as credit for past service). For purposes of the date determining credit for past service, and eligibility for and vesting 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 Surviving Corporation employees will continue to be provided such employee benefits with the same level of severance benefits provided to them immediately prior respect 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 AgreementBanterra Employee Plans, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the CompanyHeartland, to the same extent as such service was credited under Heartland National Bank, or any similar Employee Benefit Plan immediately subsidiary thereof prior to the Effective TimeTime shall be treated as service with an "employer" as if such persons had been employees of Banterra, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent or its subsidiaries. The Banterra Employee Benefit Plan, (ii) that any Plans shall cover pre-existing condition limitationsmedical conditions to the extent provided therein. Upon request, waiting periods or similar limitations under such Parent Banterra shall provide a copy of the Banterra Employee Benefit Plan are waived, and (iii) 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 Plans to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthose Continued Employees entitled to participate thereunder.

Employee Benefits. Immediately after the Effective Time, Parent Employees of Vision Bancshares and/or its Subsidiaries who continue as employees of Park or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year of Park’s Subsidiaries from and after the Closing Date Current Benefits Effective Time (as defined below“Continuing Employees”) that are, shall continue to participate 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 Compensation and Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 Plans 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan they participated immediately prior to the Effective Time, unless and until Park, in its sole discretion, shall determine that the Continuing Employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Park or a Subsidiary of Park, and that some or all of the Compensation and Benefit Plans shall be frozen, terminated or merged into certain employee benefit plans of Park or one of its Subsidiaries. Notwithstanding the foregoing, to the extent permitted by applicable Law, each Continuing Employee shall be credited with years of service with Vision Bancshares, the appropriate Vision Bancshares Subsidiary and, to the extent credit would have been given by Vision Bancshares or the appropriate Vision Bancshares Subsidiary for years of service with a predecessor (including any business organization acquired by Vision Bancshares or any Vision Bancshares Subsidiary), of Vision Bancshares or any Vision Bancshares Subsidiary, for purposes of determining eligibility entitlement to participate benefits, including for severance benefits and vacation entitlement, eligibility, vesting and level of benefits (but not for benefit accrual purposes under any defined benefit pension plan) in the employee benefit plans of Park. Service with Vision Bancshares and vesting under, and the appropriate Vision Bancshares Subsidiary shall apply for purposes of calculating satisfying any waiting periods, evidence of insurability requirements, or the benefits under, such Parent Employee Benefit Plan, (ii) that application of any pre-existing condition limitations, waiting periods or similar limitations with respect to any Park employee benefit plan that is a group health plan. Each Park employee benefit plan that is a group health plan shall waive pre-existing condition limitations to the same extent waived under such Parent Employee the applicable Vision Bancshares Compensation and Benefit Plan are waived, and (iii) that such employee receives is a group health plan. Continuing Employees shall be given credit for any co-payments previously made and any deductible previously satisfied amounts paid under any similar Employee Benefit Plan. For a corresponding group health plan during the same period for purposes of this Section 4.6applying deductibles, "Current Benefits" shall refer copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Park group health plan. Park shall, before the Effective Time, adopt resolutions that amend its employee benefit plans to benefits available under Employee Benefit Plans provide for the Vision Bancshares or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansVision Bancshares Subsidiary service credits referenced herein.

Employee Benefits. Immediately after 7.8.1. Subject to Section 4.9.4, Acquirer agrees that it will honor all Yardville Compensation and Benefit Plans in accordance with their terms as in effect immediately before the Effective TimeTime as disclosed in the YARDVILLE DISCLOSURE SCHEDULE, Parent subject to any amendment or termination thereof that may be required by the Surviving Corporation shall cause to be terms of this Agreement or permitted by the terms of the applicable Yardville Compensation and Benefit Plans. Acquirer will review all Yardville Compensation and Benefit Plans that are generally and uniformly provided to employees to determine whether to maintain, terminate or continue such plans. In the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits event employee compensation and/or benefits as currently provided by Yardville or any Yardville Subsidiary are changed or terminated by Acquirer, in whole or in part, Acquirer shall provide Continuing Employees (as defined below) with compensation and benefits that are, in the aggregate, substantially as favorable similar to such the compensation and benefits provided to similarly situated employees as the Current Benefits available to them of Acquirer or its applicable Acquirer Subsidiary (as of the date of this Agreement under the Employee Benefit Plansany such compensation or benefit is provided). Without limiting the generality of the foregoing, for not less than one year from Continuing Employees who become participants in an Acquirer compensation and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Timebenefit plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes except for vacation or as otherwise specifically set forth herein) be given credit for meeting eligibility and vesting requirements (except for vesting requirements applicable to any defined benefit pension plan maintained by the Acquirer or its Affiliates) in such plans for service as an employee of Yardville or any Yardville Subsidiary or any predecessor thereto prior to the Effective Time. For one year following the Effective Time, Continuing Employees shall participate in and vesting underthe Acquirer’s Displaced Employee Assistance Plan as it may be in effect from time to time, and for purposes provided, however, that the level of calculating cash severance benefits payable thereunder shall equal the greater of the benefits underpayable under the Displaced Employee Assistance Plan or the benefits which would have been payable under the Yardville Change in Control Severance Compensation Plan had it not been terminated. From and after the one year anniversary of the Effective Time, Continuing Employees shall participate in the Acquirer’s Displaced Employee Assistance Plan as it may be in effect from time to time. This Agreement shall not be construed to limit the ability of Acquirer or Acquirer Bank to terminate the employment of any employee or to review employee benefits programs from time to time and to make such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planschanges as they deem appropriate.

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 (as defined below) 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) Pursuant to the Plan of Reorganization or otherwise, the Company and EFIH shall, and shall cause their respective Subsidiaries to take all Surviving Corporation employees will continue such actions within their control as may be necessary, appropriate or desirable to be provided transfer the sponsorship, maintenance and administration of, and all liabilities (and related contracts or agreements with third parties) in respect of, the same level of severance benefits provided Contributed Plans to them immediately Reorganized TCEH or its Subsidiaries on or prior to the date of this Agreement under those severance plans specified in the 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 3.1(j6.6(a) delivered 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 Company and Reorganized TCEH shall take all actions necessary to effectuate the transfer of the New DiscOp OPEB Plan from Reorganized TCEH to Parent or Company as soon as administratively practicable following the establishment of such plan, but in any event prior to the execution of Closing Date. Notwithstanding anything in this AgreementAgreement to the contrary, of which 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 has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates or its Subsidiary as set forth in any Parent Employee Benefit Plan after the Effective Timethis Section 6.6, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to Surviving Company or its Subsidiaries shall reimburse Reorganized TCEH and its Affiliates for all claims incurred by DiscOp OPEB Participants under the same extent 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 service was credited benefits. Notwithstanding the foregoing, except as otherwise provided herein (including, without limitation, the Assumed Plans) or in the Split Participant Agreement (as defined below), none of Parent, any Oncor Entity or any of their Affiliates shall assume or otherwise incur any liability or obligation under any similar Employee Benefit Plan immediately prior to the Effective Timecompensatory, for 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 any pre-existing condition limitations, waiting periods severance or similar limitations under such Parent arrangement in respect of any Non-Oncor Employee Benefit Plan are waived(as defined below), it being understood that Reorganized TCEH and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit PlanOncor shall enter into the Split Participant Agreement. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.6.6(a):

Employee Benefits. Immediately after (a) During the Effective TimeEmployment Term, Parent Employee shall be entitled to such insurance, disability, health and dental and medical benefits and be entitled to participate in such retirement plans or the Surviving Corporation shall cause to be provided programs pursuant to the Surviving Corporation's employees for not less than one year from and after policies of the Closing Date Current Benefits (Company, as defined below) that are, in the aggregate, substantially as favorable no less beneficial to the Employee than the benefits to which the Employee is currently entitled; providedthat Employee shall be required to comply with the conditions attendant to coverage by such employees as plans and shall comply with and be entitled to benefits only in accordance with the Current Benefits available terms and conditions of such plans. The Company shall cause its non-qualified deferred compensation plan (the “Deferred Compensation Plan”) to them distribute to Employee all sums credited to Employee’s account in such Plan no later than fifteen (15) days after the Effective Date. In addition, the Company shall credit Employee’s account in its Deferred Compensation Plan with $12,000 no later than October 31st of each year during the Employment Term beginning on the November 1st following the Effective Date, provided that the Employee is employed by the Company on such October 31st. If Employee’s employment with the Company terminates prior to October 31, 2011 for reasons other than Employee’s death or termination without Cause, as of the date of this Agreement such termination, Employee’s benefit under the Deferred Compensation Plan and all amounts credited to Employee’s account thereunder (including any earnings thereon) shall be forfeited. Employee Benefit Plansshall be entitled to four weeks paid vacation each year during the Employment Term at such times as does not, in the reasonable opinion of the Board of Directors, interfere with Employee’s performance of his duties hereunder, provided that any unused vacation in any given calendar year shall not carry over into a subsequent calendar year. Without limiting Notwithstanding anything to the generality contrary contained herein, the Company shall provide Employee with term life insurance in the amount of $545,000 and/or reimburse Employee for premiums paid by him on term life insurance (in an amount up to $545,000, inclusive of insurance maintained by the Company) as is currently in effect. 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 pursuant to law, rule or regulation. In addition to the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue Company shall pay to be provided Employee the full amount of Employee’s annual contribution under the Company’s Premium Conversion Plan with the same level of severance benefits provided to them immediately prior respect to the date of this Agreement under those severance plans specified Employee’s health, medical and dental premiums, payable 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service accordance with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans’s normal payment practices.

Employee Benefits. Immediately after For at least one year following the Effective Time, Parent AGI shall, or the Surviving Corporation shall cause to be provided to its Subsidiaries to, provide the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date Lebenthal who are employed by AGI or any 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure Time ("Lebenthal Employees") (i) that such employee receives credit for his or her service with the Company, to substantially the same extent base salary and wages on substantially the same terms and conditions as such service was credited under any similar Employee Benefit Plan those in effect immediately prior to the Effective Time, and (ii) employee benefits that are no less favorable in the aggregate to Lebenthal Plans provided to Lebenthal Employees 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 determining eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate in and vesting underany Lebenthal Employee, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any AGI shall cause all pre-existing condition limitationsexclusions 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, waiting periods and AGI shall cause any eligible expenses incurred by such employee and his or similar limitations 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 Parent Employee Benefit New Plan are waivedfor purposes of satisfying all deductible, coinsurance and (iii) that maximum out of pocket requirements applicable to such employee receives credit and his or her covered dependents for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit the applicable plan year as if such amounts had been paid in accordance with such New Plan. For purposes of Nothing in this Section 4.6, "Current Benefits" shall refer limit the right of MONY and its Subsidiaries to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans terminate an employee of Lebenthal and other equity-based benefit plansits Subsidiaries after the Closing.

Employee Benefits. Immediately (a) Following the Effective Time, Healtheon/WebMD shall provide to officers and employees of Envoy employee benefits based on the positions they hold with Healtheon/WebMD and/or its Subsidiaries after the Effective Time under employee benefit plans on terms and conditions which are substantially similar in the aggregate to those provided by Healtheon/WebMD and its Subsidiaries to their similarly situated officers and employees after the Effective Time. With respect to any benefits plans of Healtheon/WebMD or its Subsidiaries in which the officers and employees of Envoy participate after the Effective Time, Parent Healtheon/WebMD shall, or shall cause the Surviving Corporation shall cause to, use reasonable efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such officers and employees under any welfare benefit plan in which such employees may be provided eligible to the Surviving Corporation's employees for not less than one year from and participate after the Closing Date Current Benefits Effective Time (as defined below) provided, however, that areno such waiver shall apply to a pre-existing condition of any such officer or employee who was, 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that excluded from participation in a Envoy or Quintiles benefit plan by nature of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Planpre-existing condition), (ii) that any pre-existing condition limitations, waiting periods or similar limitations under provide each such Parent Employee Benefit Plan are waived, officer and (iii) that such employee receives with credit for any co-payments previously made and deductibles paid prior to the Effective Time during the year in which the Effective Time occurs in satisfying any applicable deductible previously satisfied or out-of-pocket requirements under any similar Employee Benefit Plan. For welfare benefit plan in which such employees may be eligible to participate after the Effective Time, and (iii) other than with respect to vesting credit with respect to Healtheon/WebMD options granted to such officers and employees, recognize all service of such officers and employees with Envoy for all purposes (including without limitation purposes of this Section 4.6eligibility to participate, "Current Benefits" shall refer vesting credit, entitlement for benefits, and benefit accrual) in any benefit plan in which such employees may be eligible to participate after the Effective Time, except to the extent such treatment would result in duplicative accrual of benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansfor the same period of service.

Employee Benefits. Immediately (a) The Bancshares Em- ployee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Cor- poration until such time as the employees of Bancshares and the Bancshares Subsidiaries are integrated into Mercantile's employee benefit plans that are available to other employees of Mercantile and Mercantile Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consumma- tion of the Merger. Mercantile shall take such steps as are necessary or required to integrate the employees of Banc- shares and the Bancshares Subsidiaries in Mercantile's em- ployee benefit plans available to other employees of Mer- cantile and Mercantile Subsidiaries as soon as practicable 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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives with full credit for his prior ser- vice with Bancshares or her service with any of the Company, to Bancshares Subsidiaries for all purposes other than determining the same extent as such service was credited amount of benefit accruals under any similar Employee Benefit Plan 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 Parent Employee Benefit Plandefined benefit plan, (ii) that without any waiting periods, evidence of insurability, or application of any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives with full credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For claims arising prior to the Effective Time for purposes of this deductibles, out-of-pocket maximums, benefit max- imums, and all other similar limitations for the applicable plan year during which the Merger is consummated. Each of Mercantile and Bancshares shall use all reasonable efforts to insure that no amounts paid or payable by Bancshares, Banc- shares Subsidiaries or Mercantile to or with respect to any employee or former employee of Bancshares or any Bancshares Subsidiary will fail to be deductible for federal income tax purposes by reason of Section 4.6, "Current Benefits" 280G of the Internal Revenue Code. Bancshares shall refer ensure that following the Effective Time no holder of Bancshares Employee Stock Options or any participant in any Bancshares Stock Plan shall have any right thereunder to benefits available under Employee Benefit Plans acquire any securities of Bancshares or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansany Bancshares Subsidiary.

Employee Benefits. Immediately after (a) Each Purchaser shall extend, on the Effective TimeClosing Date, Parent or such Purchaser's then-existing employee welfare benefit plans and employee pension benefit plans, both as defined in Section 3 of ERISA, to the Surviving Corporation Transferred Employees employed by such Purchaser on the same terms on which similarly situated employees of such 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 Seller and its Affiliates to the extent the Seller recognized such service for the purpose of its similar plans. Each Purchaser shall allow Transferred Employees employed by such Purchaser with vacation earned for 2002 but unused as of the Closing Date to use such vacation prior to the end of the year. 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 provided to the Surviving Corporationresponsible (in accordance with such Purchaser's employees employee welfare benefit plans and employee pension benefit plans) for not less than one year from expenses incurred by such Transferred Employees and dependents on or after the Closing Date Current Benefits Date; (as defined belowb) that are, 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 the aggregate, substantially as favorable to 2002 by such employees as the Current Benefits available to them as of the date of this Agreement Transferred Employees and their dependents under the Employee Benefit Plans. Without limiting the generality of the foregoing, Seller's group health plans for not less than one year from and after expenses incurred on or prior to the Closing Date towards deductibles and stop losses in effect for its group health plans for 2002; (ad) waive all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, clauses in its group health plans for such Transferred Employees and their dependents; and (e) waive eligibility waiting periods or similar limitations under for such Parent Employee Benefit Plan are waived, Transferred Employees and (iii) that such employee receives credit their dependents for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planemployee benefit plans maintained by such Purchaser as of the Closing Date. For purposes of this Section 4.6the preceding sentence, "Current Benefitsgroup health plan" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Planshave the meaning proscribed in Section 5000(b)(1) of the Internal Revenue Code of 1986, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansas amended.

Employee Benefits. Immediately After the Closing Date, Purchaser shall make available to each of the Plant Employees who accepts employment with Purchaser that portion of all sick pay and accrued vacation time (or pay in lieu thereof) which have been accrued on behalf of that employee as of the Closing Date, in each case in accordance with such policies as Purchaser may adopt from time to time. Seller shall be responsible for and shall promptly discharge any liability or obligation for any other benefits (including the arrangements, plans and programs set forth in SCHEDULE 3.1.19 of the Disclosure Schedule), wages, salaries and other amounts which have been accrued on behalf of that employee (or is attributable to expenses properly incurred by that employee) as of the Closing Date or any worker's compensation claims related to events occurring prior to the Closing, and 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 Seller (and no amount attributable to any such plan, fund, program or arrangement) shall be transferred to Purchaser, and Purchaser shall not be required to continue any such plan, fund, program or arrangement after the Effective Time, Parent or the Surviving Corporation Closing Date. The amounts payable on account of all benefit arrangements shall cause to be provided determined with reference to the Surviving Corporation's employees date of the event by reason of which such amounts become payable, without regard to conditions subsequent, and Purchaser shall not be liable for not less than one year from and any claim for insurance, reimbursement or other benefits payable by reason of any event which occurs prior to the Closing Date. All amounts payable by Seller directly to Plant Employees who accept employment with Purchaser, or to any fund, shall be paid by Seller within 30 days after the Closing Date Current Benefits (as defined below) to the extent that aresuch payment is not inconsistent with the terms of such fund, in the aggregateprogram, substantially as favorable to such arrangement or plan. For all purposes, all 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 Seller who are employed by Purchaser on or after the Closing Date (a) all Surviving Corporation employees will continue to shall 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives granted credit for his or her years of service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansSeller.

Employee Benefits. Immediately (a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements: (i) all employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective TimeTime (“Continuing Employees”) shall be eligible to participate in Parent’s health, welfare, 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 shall cause to be provided Company or any of its Subsidiaries (or their predecessor entities) prior to the Surviving Corporation's employees Effective Time for not less than one year from and after which service was recognized by the Closing Date Current Benefits (as defined below) 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them Company immediately prior to the date Effective Time (other than with respect to any newly adopted plan of this Agreement 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), (iii) Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under those severance any medical, health, dental or disability benefit plans specified in Schedule 3.1(j) delivered of Parent or any of its Subsidiaries to Parent by be waived with respect to the Continuing Employees and their eligible dependents to the extent waived under any similar plans of the Company immediately prior to the execution of this Agreement, of Effective Time and (iv) Parent shall give the Continuing Employees and their eligible dependents credit for the plan year in which the Company has provided Effective Time (or commencement of participation in a plan of Parent with accurate or any of its Subsidiaries) occurs for applicable deductibles, co-payments and complete copies annual out-of-pocket limits for expenses incurred prior to the Effective Time (or the date hereof and (bof commencement of participation in a plan of Parent or any of its Subsidiaries) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was expenses were credited under any similar Employee Benefit Plan plans of the Company immediately prior to the Effective Time. Nothing in this Section 5.5(a) or elsewhere in this Agreement shall be construed to create a right in any Company Associate to employment with Parent, for purposes the Surviving Corporation or any Subsidiary of determining eligibility to participate in and vesting underthe Surviving Corporation, and the employment of each Continuing Employee shall be “at will” employment. Except for purposes Indemnified Persons (as defined in Section 5.6(a)) to the extent of calculating the benefits undertheir respective rights pursuant to Section 5.6, such Parent no Company Associate or Continuing Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes shall be deemed to be a third party beneficiary of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAgreement.

Employee Benefits. Immediately Parent agrees that all employees of the Acquired Corporations who are employed by Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation immediately after the Effective Time ("Continuing Employees") shall be eligible to continue to participate in the Surviving Corporation's health and/or welfare benefit plans in accordance with the terms of such plans, which plans shall provide benefits not materially less favorable in the aggregate to those provided to such employees immediately prior to the Effective Time; provided, however, that (a) nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of 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 (as defined below) that areamend or terminate any such health and/or welfare benefit plan at any time, 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 Surviving Corporation 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) if Parent or the Surviving Corporation terminates any such health and/or welfare benefit plan, then, subject to any appropriate transition period, the Continuing Employees shall be eligible to participate in Parent's health, vacation and other non-equity based employee benefit plans, to substantially the same extent that as similarly situated employees of Parent. 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 the Surviving Corporation participates in and, subject to any Parent other binding agreement between an employee and Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation, the employment of each Continuing Employee Benefit Plan after the Effective Timeshall be "at will" employment. The Company agrees to take (or cause to be taken) all actions necessary or appropriate to terminate, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan effective immediately prior to the Effective Time, any employee benefit plan sponsored by any of the Acquired Corporations (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 in and vesting underparticipate, vesting, and entitlement 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 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 calculating satisfying any waiting periods, evidence of insurability requirements, or the benefits underapplication of any preexisting condition limitations. To the extent permitted by the applicable insurance carrier, each such Parent Employee Benefit Plan, (ii) that any plan shall waive pre-existing condition limitationslimitations to the same extent waived under the applicable plan of the Acquired Corporation. To the extent permitted by the applicable insurance carrier, waiting periods Continuing Employees shall be given credit under the applicable plan of Parent, the Surviving Corporation or similar limitations any affiliate of either for amounts paid under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit a corresponding benefit plan during the same period for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6applying deductibles, "Current Benefits" shall refer to benefits available under Employee Benefit Plans copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansreplacement plan.

Employee Benefits. Immediately As promptly as reasonably practicable after the Effective Time, Parent Acquiror shall enroll those persons who were employees of the Company or its Subsidiaries immediately prior to the Effective Time and who remain employees of the Surviving Corporation shall cause to be provided or its Subsidiaries or become employees of Acquiror following the Effective Time (“Continuing Employees”) in Acquiror’s employee benefit plans for which such employees are eligible (which could, in Acquiror’s sole discretion, include Company Benefit Arrangements continued by Acquiror after the Effective Time) (the “Acquiror Plans”), including its medical plans, dental plans, life insurance plans and disability plans, pursuant to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as terms of the date applicable Acquiror Plans, on substantially similar terms applicable to employees of this Agreement under the Employee Benefit PlansAcquiror who are similarly situated based on levels of responsibility. Without limiting the generality of the foregoing, Acquiror shall recognize the prior service with the Company of each of the Continuing Employees (i) for all purposes in connection with Acquiror’s PTO policy, severance policy, 401(k) plan, medical plans, dental plans, life insurance plans and disability plans and (ii) for all purposes in connection with all other Acquiror Plans (to the 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 position of the Continuing Employees 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 less than one year from and after the Closing Date operate to (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits duplicate any benefit provided to them immediately prior any Continuing Employee or 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 Agreementfund any such benefit not previously funded, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (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 extent that any employee amendment, modification or termination thereof) following the Effective Time for Acquiror’s employees, including the Continuing Employees, or (c) be construed to mean the employment of the Surviving Corporation participates in Continuing Employees is not terminable by Acquiror at will at any Parent Employee Benefit Plan after the Effective Timetime, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his with or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Timewithout cause, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating any reason or no reason. Acquiror shall also perform the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansadditional covenants set forth on Schedule 6.4 hereto.

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 From and after the Closing Date Current Benefits (as defined below) that areDate, the Purchaser shall provide the employees of the Company and its Subsidiaries with employee benefit plans, programs, policies or arrangements which are no less favorable in the aggregateaggregate than the benefit plans, substantially as favorable programs, policies and arrangements provided by Chiron, the Company and its Subsidiaries to such employees as the Current Benefits available to them as of the date of this Agreement under Company and its Subsidiaries prior to the Employee Benefit PlansClosing. Without limiting In addition, the generality Purchaser shall provide to employees of the foregoingCompany and its Subsidiaries benefit plans, for not less programs, policies or arrangements that in the aggregate will be approximately comparable to the benefit plans, programs, policies or arrangements provided by the Purchaser to its other employees with similar levels of responsibility; provided that new or additional benefits may in no event be provided later than one year from following the Closing and after nothing shall require the Purchaser to provide any particular benefit plan, program, policy or arrangement not currently provided by the Purchaser to its employees. To the extent any such benefit plans, programs, policies or arrangements are not currently provided by the Purchaser to its employees, the Purchaser will provide replacement benefits that in the aggregate are approximately comparable. Each such employee benefit plan, program, policy or arrangement shall give full credit for each participant's period of service with the Company and its Subsidiaries prior to the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility eligibility, vesting and the amount of benefits (including subsidies relating to participate in such benefits), other than for the defined benefit plans. Each employee welfare benefit plan provided by the Purchaser to the employees of the Company and vesting underits Subsidiaries shall give full credit for deductibles satisfied under the Company's and its Subsidiaries' Benefit Plans with respect to the current plan year toward any deductibles for the remainder of the plan year during which the Closing occurs, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that shall waive any pre-existing condition limitations, waiting periods limitation for any employee covered under a Company or similar limitations under such Parent Employee Subsidiary Benefit Plan are waived, and (iiiwhich is a group health plan) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planimmediately prior to the Closing Date. For purposes of Nothing contained in this Section 4.65.3 will create any third party beneficiary rights in any employee or former employee of the Company or any Subsidiaries in respect of continued employment or any other matters including, "Current Benefits" shall refer to benefits available under Employee Benefit Plans but not limited to, any rights in any benefit plan, program, policy or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansarrangement provided by the Purchaser.

Employee Benefits. Immediately after Executive shall be entitled to participate in the Effective Timeemployee benefit plans offered by the Company to its employees generally (collectively, Parent “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 Surviving Corporation 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 cause be entitled to be provided 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 Surviving Corporation's employees levels of benefits and coverages that were in place for not less than one year from Executive (and after the Closing Date Current Benefits (as defined belowExecutive’s spouse/family if applicable) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date of termination of employment or Executive’s death. Notwithstanding any provision 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior Section 7 to the date contrary and subject to Section 9(d) below, if, upon Executive’s death or termination of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent employment other than Executive’s termination by the Company prior for Cause, Executive (or Executive’s spouse if Executive’s employment is terminated due to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (bExecutive’s death) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility is entitled to participate in the Company’s Tier I Legacy Retiree Program, Tier II Legacy Retiree Program or Tier III – Post 65 Retiree Program (collectively, the “Legacy Retiree Programs”) and vesting undersuch Legacy Retiree Programs provide for Company-provided health insurance for a period of time in excess of the eighteen (18)-month [24-MONTH FOR CEO] period referenced above, and Executive and/or Executive’s spouse shall be entitled to participate in the applicable Legacy Retiree Program for purposes of calculating such longer period as set forth in the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansapplicable Legacy Retiree Program.

Employee Benefits. Immediately after the Effective Time(a) Until December 31, 2016, Parent or shall cause 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 (as defined below) that are, pay each employee of Company or any of its Subsidiaries who is in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as employment of the date Company or any 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries immediately prior to the date Effective Time an amount at least equal to the annual base salary or hourly wage rate, as applicable, that was being paid to such individual as of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company day immediately prior to the execution Effective Time. If the employment 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 employee of the Surviving Corporation participates in or any Parent Employee Benefit Plan after the Effective Timeof its Subsidiaries is terminated on or prior to December 31, 2016, Parent shall use reasonable efforts pay (or cause the Surviving Corporation to ensure (ipay) that such employee receives credit for his a severance benefit that shall in no event be less than, or her service with paid later than, the Companyseverance benefit, if any, to the same extent which such employee would have been entitled if Company’s severance plan, policy or practice, as such service was credited under any similar Employee Benefit Plan in effect immediately prior to the Effective Time, applied to such termination of employment. Until December 31, 2016 (or for purposes an employee covered by a Company Contract such longer period as may be provided in any Company Contract with the employee), Parent shall or shall cause the Surviving Corporation to (a) maintain in effect on behalf of determining eligibility employees of the Surviving Corporation and its Subsidiaries all severance, retirement, bonus and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of Company or any of its Subsidiaries as in effect, or as to be in effect, as applicable, on January 1, 2016 (the “Existing Plans”) and (b) provide the employees of the Surviving Corporation and its Subsidiaries the same opportunity to participate in Parent’s equity-based plans as are provided to similarly situated employees of Parent. Parent shall take all actions required so that eligible employees of the Surviving Corporation and vesting underits Subsidiaries shall receive service credit for all purposes, other than benefit accruals under a defined benefit pension plan, under any successor employee benefit plans and for purposes arrangements sponsored by Parent that are offered to such employees. To the extent that Parent either provides coverage to the employees of calculating Company or any of its Subsidiaries other than under the benefits underExisting Plans or modifies any of the Existing Plans, with respect to employees who participated in the Existing Plan immediately prior to the modification of the Existing Plan or the provision of coverage under a like replacement plan, Parent shall ensure that such Parent Employee Benefit Planplans waive any applicable waiting periods, (ii) that any pre-existing condition limitationsconditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-insurance and out-of-pocket 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 that have been paid during the year in which such coverage or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansplan modification occurs.

Employee Benefits. Immediately The Company shall, with the prior approval of the Acquiror, take any necessary or appropriate action to effect a correction of any errors made in connection with contributions made to the Company's Savings Plan or Retirement Plan (including, to the extent appropriate, making any necessary corrective contributions in order to satisfy the nondiscrimination requirements under Sections 401(k)(3) and 401(m)(2) of the Code). With respect to any options granted under the Company's Incentive Stock Option Plan, the Company Board shall refrain from canceling any such options and causing cash to be paid in consideration therefor. The Company Board (or such members of the Company Board authorized to so act), in accordance with the Company's Incentive Stock Option Plan, shall take timely action to adopt a resolution providing and declaring that the consummation of the Merger, shareholder approval of the Merger, as well as all transactions or events contemplated thereby or related thereto, shall not constitute a "Change of Control" for purposes of such Incentive Stock Option Plan or, with the prior consent of the Acquiror, take such other action as shall prevent any holder of a Stock Option from having a right to receive, pursuant to Section 10 of such Plan, a cash payment as a result of this Agreement and the transactions contemplated hereby; provided that such other action be taken prior to the date on which a "Change of Control" would otherwise occur in the absence of the Company Board resolution to the contrary. The Company shall take such action as is reasonably necessary to provide that, after the Effective Timedate of this Agreement, Parent no employee of the Company or any of its Subsidiaries who is otherwise eligible to participate in the Surviving Corporation Company's Senior Executive Severance Pay Plan shall cause be eligible to be provided participate in, or receive a benefit under, the Company's Severance Pay Plan, so as to prevent any employee of the Company or any of its subsidiaries from receiving a severance benefit under both such plans. With respect to the Surviving Corporation's employees Company Annual Executive Bonus Plan (the "AEBP"), the aggregate Target Pool (as such term is defined in the AEBP) for the 1997 calendar year Valuation Period shall not less than one year from and after exceed $2,000,000. To the Closing Date Current Benefits extent a change of control (as defined below) that are, in the aggregateAEBP) occurs prior to the end of such Valuation Period, substantially as favorable to however, such employees Target Pool shall be pro-rated in the same ratio as the Current Benefits available to them number of months in the Valuation Period completed as of the date of this Agreement such change of control bears to 12 (provided, however, that such pro-rated amount shall be reduced by $273,750) and the Committee thereunder shall determine the amounts to be paid under the Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from AEBP and after the Closing Date (a) all Surviving Corporation 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 shall make such payments, if any, at the execution Effective Time. Notwithstanding the foregoing or any provision of this Agreement, of which the Company has provided Parent with accurate shall take such action as may be required for each Company Stock Option to fully vest and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after become immediately exercisable at the Effective Time, Parent shall use reasonable efforts Time and to ensure (i) that remain exercisable for the remaining term of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansCompany Stock Option.

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 (as defined below) 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) Following the Closing Date, Buyer shall provide generally to employees of Seller who continue employment with Buyer (“Seller Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts, severance and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all Surviving Corporation employees will continue material respects with those then currently provided by Buyer or Buyer Bank 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any preits other similarly-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plansituated employees. For purposes of this Section 4.6eligibility 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, "Current Benefits" service with Seller or the Bank prior to the Closing Date shall refer be counted to benefits available the extent such service was counted under the 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 all waiting periods for participation in any of such Employee Benefits to the extent such service was counted under the similar plan of Seller or the Bank. Buyer or Buyer Bank shall also waive all restrictions and limitations for preexisting conditions under Buyer’s Employee Benefit Plans plans, to the extent such restrictions or Parent limitations would not apply to the Seller Continuing Employees under the similar plan of Seller or the Bank. Buyer or Buyer Bank shall use commercially reasonable efforts to provide the Seller Continuing Employees with credit under Buyer’s group health Employee Benefit Plans, other than benefits available under stock option plans, stock purchase for the plan year of such plans and other equity-based benefit planswhich include the Closing Date, towards any applicable deductibles under Buyer’s group health Employee Benefit plans for the aggregate amounts paid by such employees toward applicable deductibles under Seller’s group health Employee Benefit plans for the plan year of such plans which includes the Closing Date.

Employee Benefits. Immediately after (a) During the Effective TimeEmployment Term, Parent Employee shall be entitled to such insurance, disability, health and dental and medical benefits and be entitled to participate in such retirement plans or the Surviving Corporation shall cause to be provided programs pursuant to the Surviving Corporation's employees for not less than one year from and after policies of the Closing Date Current Benefits (Company, as defined below) that are, in the aggregate, substantially as favorable no less beneficial to the Employee than the benefits to which the Employee is currently entitled; provided that Employee shall be required to comply with the conditions attendant to coverage by such employees as plans and shall comply with and be entitled to benefits only in accordance with the Current Benefits available terms and conditions of such plans. The Company shall cause its non-qualified deferred compensation plan (the “Deferred Compensation Plan”) to them distribute to Employee all sums credited to Employee’s account in such Plan no later than fifteen (15) days after the Effective Date. In addition, the Company shall credit Employee’s account in its Deferred Compensation Plan with $12,000 no later than October 31st of each year during the Employment Term beginning on the November 1st following the Effective Date, provided that the Employee is employed by the Company on such October 31st. If Employee’s employment with the Company terminates prior to October 31, 2011 for reasons other than Employee’s death or termination without Cause, as of the date of this Agreement such termination, Employee’s benefit under the Deferred Compensation Plan and all amounts credited to Employee’s account thereunder (including any earnings thereon) shall be forfeited. Employee Benefit Plansshall be entitled to four weeks paid vacation each year during the Employment Term at such times as does not, in the reasonable opinion of the Board of Directors, interfere with Employee’s performance of his duties hereunder, provided that any unused vacation in any given calendar year shall not carry over into a subsequent calendar year. Without limiting Notwithstanding anything to the generality contrary contained herein, the Company shall provide Employee with term life insurance in the amount of $1,000,000 and/or reimburse Employee for premiums paid by him on term life insurance (in an amount up to $1,000,000, inclusive of insurance maintained by the Company) as is currently in effect. 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 pursuant to law, rule or regulation. In addition to the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue Company shall pay to be provided Employee the full amount of Employee’s annual contribution under the Company’s Premium Conversion Plan with the same level of severance benefits provided to them immediately prior respect to the date of this Agreement under those severance plans specified Employee’s health, medical and dental premiums, payable 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service accordance with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans’s normal payment practices.

Employee Benefits. Immediately after (a) For a period of one (1) year following the Effective Time, Parent or shall, subject to any requirements imposed by local Law, cause to be provided to employees of the Company and its Subsidiaries who are primarily employed in the United States (the “US Employees”) who remain in the employment of the Surviving Corporation 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. Parent shall cause the Surviving Corporation to recognize the service of each US Employee as if such service had been performed with Parent (i) for purposes of vesting (but not benefit accrual) under Parent’s defined benefit pension plan, (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’s severance plan (in the case of each of clauses (i), (ii), (iii), (iv) and (v), solely to the extent that Parent makes such plan or program available to such US Employee and not in any case where credit would result in duplication of benefits), but not for purposes of any other employee benefit plan of Parent. Each benefit plan, 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 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 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 though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. Parent 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 (as defined below) 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 Company and its Subsidiaries who are primarily employed in Israel (the Employee Benefit Plans. Without limiting the generality of the foregoing“Israeli Employees” and, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided together with the same level US Employees, the “Employees”) any terms and conditions 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 Agreementemployment (including plans, of which the Company has provided Parent with accurate programs and complete copies prior to the date hereof and (bsocial insurance contributions or arrangements) to the extent that any employee of required by Israeli Law in order for Parent, the Surviving Corporation participates in and their Subsidiaries to avoid any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts liability that would otherwise result from a failure to ensure (i) that such employee receives credit for his or her service comply with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility to participate in relevant Israeli Law and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 honor all Benefit Plans and Specified Benefit Agreements in which (or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansto which) such Israeli Employees are a participant or a party in accordance with their terms.

Employee Benefits. Immediately after Those employees of the Company who will be retained by the Surviving Corporation following the Effective Time, Time (the “Retained Employees”) shall be provided credit by 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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the 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 benefit accrual (other than benefit accrual under any similar 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 Benefit Plan 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 such waiting periods would be applicable) under any group health plan of the Surviving Corporation to be waived with respect to Retained Employees and their dependents and (ii) 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 same base salary, and (ii) eligible to receive employee benefits that are in the aggregate no less favorable than those employee benefits provided to similarly situated active employees of the Parent and its subsidiaries; provided that nothing herein is intended to result in a duplication of benefits. At Parent’s request, the Company will use its reasonable best efforts to (i) cause any amounts expected to become payable under any designated change of control and severance agreements of the Company to be paid 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 Parent Employee Benefit Plan, (ii) that cancel any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waivedagreements, and (iii) ensure 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansno additional amounts are payable thereunder.

Employee Benefits. Immediately after (a) Buyer shall pay (or reimburse CGI for any payment to) each Offered Employee for any compensation related to such Offered Employee’s involuntary termination of employment with CGI without cause following the Effective Time, Parent Closing Date and on or the Surviving Corporation shall cause to be provided prior to the Surviving Corporation's employees Transition Services Payroll End Date, including without limitation severance pay and accrued unused vacation or paid time off (“PTO”) pay, as soon as commercially reasonable following such Offered Employee’s termination of employment with CGI (which, for vacation or PTO, shall be if and to the extent provided by CGI’s vacation or PTO policy (the “CGI 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 less 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 one unused vacation and/or PTO time accrued during calendar year from 2019 (“2019 PTO”)) as soon as possible following the Transition Services Payroll End Date if and to the extent provided by the CGI PTO Policy. Transferred Employees’ 2019 PTO shall not be paid by CGI, but shall instead be assumed by the Employer and provided and made available to Transferred Employees following the Transition 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 (or reimburse CGI for) any required payments of 2019 PTO to Offered Employees following the Closing Date Current Benefits and on or prior to the Transition Services Payroll End Date. Nothing in this Agreement shall limit the Buyer’s or CGI’s ability to modify the salary, wage level, or employee benefits or terminate the employment of any Transferred Employee (as defined below) that areor, in the aggregatecase of CGI, substantially any employee) at any time and for any reason, including without cause, or obligate CGI to offer or provide severance pay to any employee except 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 Surviving Corporation 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 pay may have been required independent 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) Subject to Section 1.04, following the Effective Time, Parent shall, or shall cause the Surviving Corporation shall to (i) honor all obligations under employment or severance agreements of Company or its Subsidiaries and (ii) pay all benefits accrued through the Effective Time under employee benefit plans, programs, policies and arrangements of Company or its Subsidiaries in accordance with the terms thereof. In furtherance and not in limitation of the foregoing, Parent agrees to provide, or cause the Surviving Corporation to provide, employees of Company who continue to be provided to employed by the Surviving Corporation's employees Corporation or its Subsidiaries as of the Effective Time ("Continuing Employees") for a period of not less than one year from following the Effective Time with compensation and after the Closing Date Current Benefits (as defined below) that are, benefits no less favorable in the aggregate, substantially as favorable aggregate than the compensation and benefits provided at the Effective Time to such employees as the Current Benefits available similarly situated Parent employees. In addition 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 a period of one year from and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after following the Effective Time, Parent shall, or shall use reasonable efforts cause the Surviving Corporation or its Subsidiaries to, establish and maintain a plan to ensure provide severance and termination benefits to all non-union employees of Company and its Subsidiaries. If Continuing Employees are included in any benefit plan (iincluding provision for vacation) that such employee receives of Parent or its Subsidiaries, the Continuing Employees shall receive credit for his or her service prior to the Effective Time with the Company, Company and its Subsidiaries to the same extent as such service was credited under by employees of Parent or its Subsidiaries would count for purposes of eligibility, vesting, eligibility for retirement and benefit accrual. If Continuing Employees are included in any similar Employee Benefit Plan immediately prior to medical, dental or health plan other than the plan or plans they participated in as of the Effective Time, for purposes of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, any such Parent Employee Benefit Plan, (ii) that any plans shall not include pre-existing condition limitationsexclusions, waiting periods or except to the extent such exclusions were applicable under the similar limitations under such Parent Employee Company Benefit Plan are waivedas of the Effective Time, and (iii) that such employee receives shall provide credit for any deductibles and co-payments previously applied or made and any deductible previously satisfied under any similar with respect to each Continuing Employee Benefit Plan. For purposes in the calendar year of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe change.

Employee Benefits. Immediately after Except as otherwise specifically provided herein, Purchaser shall provide benefits to each Transition Employee who accepts employment with Purchaser ("Transferred Employee") under the Effective Timeemployee benefit plans, Parent programs and arrangements (including but not limited to severance arrangements) of Purchaser and its Affiliates on the same terms and conditions as such benefits are provided to similarly situated employees of Purchaser. Purchaser and its Affiliates shall waive or the Surviving Corporation shall cause to be provided waived, except to the Surviving Corporationextent that such waiver is prohibited by applicable law, 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 Purchaser or any of its Affiliates to provide health, life insurance, or disability benefits with respect to each Transferred Employee who has satisfied the comparable eligibility, insurability or other requirements being waived under Sellers' comparable plans immediately prior to the Effective Date of Employment. Each Transferred Employee shall be credited with the service and compensation of such Transferred Employee with Sellers or their Affiliates up to the Effective Date of Employment to the same extent as if such service had been performed for Purchaser or any of its 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 employees for eligibility for, and vesting, benefit accrual and entitlements under, all employee benefit plans, programs and arrangements, including but not less than one year from limited to vacation and after the Closing Date Current Benefits (as sick days, severance, defined belowbenefit pension plan, 401(k) 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 Plansplan and retiree medical benefits. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 employee as of the Surviving Corporation participates in any Parent Employee Benefit Plan after Effective Date of Employment, Purchaser shall provide the Effective Time, Parent shall use reasonable efforts following benefits to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.Transferred Employees:

Employee Benefits. Immediately (a) From and after the Effective Time, Parent HoldCo shall assume and honor all Orion Benefit Plans and Diamond Benefit Plans (including, without limitation, and in accordance with the terms thereof, the arrangements identified on Section 6.11 of the Orion Disclosure Letter and Section 6.11 of the Diamond Disclosure Letter). For all purposes under the employee benefit plans of HoldCo and its affiliates providing benefits to any current or former employee of Orion or Diamond or any of their respective affiliates (collectively, the Surviving Corporation “Employees”) after the Effective Time (the “New Plans”), and subject to Applicable Law and obligations under any applicable Orion Labor Agreements and Diamond Labor Agreements, each Employee shall cause to be provided credited with his or her years of service with Orion or Diamond or any of their respective affiliates, as the case may be, before the Effective Time, to the Surviving Corporation's employees same extent as such Employee was entitled, before the Effective Time, to credit for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 service under the Employee any similar Orion Benefit Plans or Diamond Benefit Plans, as applicable, except to the extent such credit would result in a duplication of benefits. Without In addition, and without limiting the generality of the foregoing, for not less than one year from and after the Closing Date subject to any Applicable Law and obligations under applicable Orion Labor Agreements or Diamond Labor Agreements: (ai) each Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation 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 New Plans which are welfare benefit 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 employee of the Surviving Corporation participates in any Parent Employee coverage under such New Plan replaces coverage under a comparable Orion Benefit Plan after or Diamond Benefit Plan, as applicable, in which such Employee participated immediately before the Effective TimeTime (such plans, Parent shall use reasonable efforts to ensure collectively, the “Old Plans”); and (iii) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate in and vesting underany Employee, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any HoldCo shall cause all pre-existing condition limitationsexclusions and actively-at-work requirements of such New Plan to be waived for such Employee and his or her covered dependents, waiting periods and HoldCo shall cause any eligible expenses incurred by such Employee and his or similar limitations 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 Parent Employee Benefit New Plan are waived, and (iii) 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 4.6satisfying all deductible, "Current Benefits" shall refer coinsurance and maximum out-of-pocket requirements applicable to benefits available under such Employee Benefit Plans and his or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansher covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Employee Benefits. Immediately after the Effective TimeWith respect to each benefit plan, program, practice, policy or arrangement maintained by Parent or a subsidiary of Parent in which employees of the Surviving Corporation shall cause Company subsequently participate (the “Parent Plans”), for purposes of determining eligibility, vesting and entitlement to be provided benefits, including for severance benefits and vacation entitlement, service with the Company (or predecessor employers to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation 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 extent the Company prior to the execution of this Agreementprovides past service credit) shall be treated as service with Parent, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) provided, that such service shall not be recognized to the extent that any employee such recognition would result in a duplication of benefits or to the extent that such service was not recognized under the applicable Company Benefit Plan. As of the Surviving Corporation participates in Effective Time of Merger I, Parent shall, or shall cause the Company to, credit to employees of the Company the amount of vacation time that such employees had accrued under any Parent Employee applicable Company Benefit Plan after as of the Effective TimeTime of Merger I, subject to any cap on vacation accrual set forth in Parent’s vacation policy, provided that the accrued vacation time of each such employee in excess of such cap shall be paid as soon as practicable to such employee at the employee’s compensation rate in effect as of the Effective Time of Merger I. Parent shall use reasonable efforts to ensure (i) that such employee receives cause to be waived any waiting periods, evidence of insurability requirements or the application of any preexisting condition limitations under any Parent Plans. Employees of the Company shall be given credit for his amounts paid under a similar Company Benefit Plan during the plan year that includes the Effective Time 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 Parent Plan for the plan year in which the Effective Time of Merger I occurs. Parent shall pay or her service cause to be paid the bonuses described on Schedule 7.15 of this Agreement consistent with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans’s past practice.

Employee Benefits. Immediately after (a) For a period of one (1) year following the Effective TimeTime (the “Continuation Period”), except as may otherwise be agreed, Parent or shall cause the Surviving Corporation shall cause to be provided provide to each employee of the Company and its Subsidiaries who is not represented by a union or labor organization (each, a “Non-Union Employee”) (i) compensation (including base salary, incentive compensation opportunities, and cash amounts equal to the Surviving Corporation's employees for not less than one year from and after value of equity compensation (determined based on the Closing Date Current Benefits grant-date fair value) granted in the ordinary course (as defined belowopposed to special, one-time grants) and employee benefits to such Non-Union Employees for 2010, but excluding any compensation triggered in whole or in part by the consummation of the transactions contemplated hereby) that are, is no less favorable in the aggregate, substantially as favorable aggregate 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 compensation and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance employee 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 employee of the Surviving Corporation participates in any Parent such Non-Union Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, provided that neither the base salary nor the incentive compensation opportunities shall be reduced from the levels provided to the Non-Union Employees immediately prior to the Effective Time. The parties hereto acknowledge and agree that the Non-Union Employees will not participate in any stock based compensation plans or programs following the Effective Time. Subject to the foregoing, nothing herein shall prevent the Surviving Corporation from amending or terminating any 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 “Parent Plans”), for purposes of determining eligibility to participate 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 treated 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 and vesting under, and a duplication of benefits. Such service also shall apply for purposes of calculating the benefits under, such satisfying any waiting periods or evidence of insurability requirements. Each Parent Employee Benefit Plan, (ii) that any Plan shall waive pre-existing condition limitations, waiting periods limitations to the extent waived or similar limitations not applicable under such the applicable Benefit Plan. Non-Union Employees shall be given credit under the applicable Parent Employee Plan for amounts paid prior to the Effective Time during the year in which the Effective Time occurs under a corresponding Benefit Plan are waivedduring the same period for purposes of applying deductibles, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) Following the Effective TimeTime until the first to occur of (i) the first anniversary of the Effective Time and (ii) December 31, Parent 2002 (such shorter period referred to herein as the "Benefit Protection Period"), Valero shall provide, or the Surviving Corporation shall cause to be provided provided, to individuals who are employees of UDS and its Subsidiaries immediately before the Surviving Corporation's employees for not less than one year from Effective Time and who continue to be employed by Valero and its Subsidiaries after the Closing Date Current Benefits Effective Time (as defined belowthe "UDS Employees") Benefit Plans (other than any equity-based UDS Benefit Plans) that are, in the aggregate, substantially as not less favorable than those generally provided to such employees as the Current Benefits available to them UDS Employees as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoinghereof, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue as disclosed by UDS to be provided with the same level of severance benefits provided to them Valero immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent by Agreement. After 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 employee expiration of the Surviving Corporation participates Benefit Protection Period, Valero shall provide, or cause to be provided, to UDS Employees compensation and employee benefit plans and programs that are, in any Parent Employee Benefit Plan after the aggregate, not less favorable than those generally provided to other similarly situated employees of Valero and its Subsidiaries. After the Effective Time, Parent the equity-based benefits to be provided to an eligible UDS Employee shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, be pursuant to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansplans and programs provided to similarly situated employees of Valero. Nothing contained herein shall be construed to prevent the termination of employment of any UDS Employee; provided, however, that in the event of a qualifying termination of any UDS Employee during the Benefit Protection Period, Valero shall provide, or cause to be provided, to such terminated UDS Employee severance benefits that are not less than the amount of severance benefits that would have been payable under the terms of the UDS severance plan or policy listed on Section 6.8(a) of the Company Disclosure Letter as in effect as of the date hereof that is applicable to any such UDS Employee. Notwithstanding anything contained herein to the contrary, UDS Employees who are covered under a collective bargaining agreement shall be provided the benefits that are required by such collective bargaining agreement from time to time.

Employee Benefits. Immediately after 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 TimeHire Date, Parent satisfied, under Seller’s or its Affiliates’ comparable plans (including the Surviving Corporation Acquired Companies), the comparable eligibility, insurability or other requirements referred to in this sentence. Buyer and its Affiliates (including the Acquired Companies) shall cause 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 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 be provided to the Surviving Corporation's employees for not less than one year participate from and after the Closing Date Current Benefits (as defined below) that areEffective Hire Date, in the aggregate, substantially as favorable subject to such employees as Transferred Employee’s provision of relevant information or documentation confirming the Current Benefits available to them as amount of the date of this Agreement under the such co-insurance, deductibles and similar expenses. Each Transferred Employee Benefit Plans. Without limiting the generality of the foregoingshall, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level purposes 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure determining such Transferred Employee’s (i) that such 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 credited under all employee receives credit for his or her service benefit plans, programs and arrangements of Buyer and its Affiliates with the Companyservice of such Transferred Employee with Seller or its Affiliates up to the Effective Hire Date, to the same extent as if such Transferred Employee had performed such service was credited under for Buyer or any similar Employee Benefit Plan immediately prior of its Affiliates (including any Acquired Companies) but only to the Effective Time, for 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 any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) extent that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plandoes not result in a duplication of benefits. For purposes In addition to the foregoing, Buyer shall, or shall cause one or more of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.its Affiliates to:

Employee Benefits. Immediately after Subject to Section 2.05, following the Effective Time, Parent shall, or shall cause the Surviving Corporation shall to, (i) honor all obligations under employment, severance, change of control or similar agreements of the Company in accordance with the terms thereof and (ii) pay all benefits accrued through the Effective Time under employee benefit plans, programs, policies and arrangements of the Company in accordance with the terms thereof. In furtherance and not in limitation of the foregoing, Parent agrees to provide, or cause to be provided to the Surviving Corporation's Corporation to provide, employees for not less than one year from of the Company and after the Subsidiaries as of the Closing who are employees of Parent or any Parent Subsidiary (including the Surviving Corporation and any subsidiary thereof) on the date that is six months following the Closing Date Current Benefits (as defined belowthe "Continuing Employees") with employee benefits that are, are no less favorable in the aggregateaggregate than the employee benefits provided to similarly situated employees of Parent or the Parent Subsidiaries, substantially as favorable to and such employees as the Current Benefits available to them as of the date of this Agreement Continuing Employees shall be given credit for all purposes (other than benefit accrual under any defined benefit pension plan) under the Employee Benefit Plansterms of employee benefit plans, policies, programs and arrangements of Parent in which such Continuing Employees participate for all prior service with the Company and the Subsidiaries to the same extent such service was recognized under similar plans at the Company or the Subsidiaries. Without limiting the generality of the foregoing, for Parent and the Parent Subsidiaries shall honor all vacation, personal and sick days accrued by Continuing Employees during the calendar year in which the Effective Time occurs (but not less than one year from any days accrued in any period prior to such calendar year) under the plans, policies, programs and after arrangements of the Closing Date (a) all Surviving Corporation employees will continue to be provided with Company and the same level of severance benefits provided to them Subsidiaries in effect 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 Effective Time. In addition to the execution foregoing, for a period 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after six months following the Effective Time, Parent shall, or shall use reasonable efforts cause the Surviving Corporation to, provide severance and termination benefits to ensure (i) that such each individual who is an employee receives credit for his or her service with of the Company, to Company and the same extent as such service was credited under any similar Employee Benefit Plan Subsidiaries immediately prior to the Effective Time, for purposes which are no less favorable than the severance and termination benefits such employee was entitled to receive under the plans and arrangements of determining eligibility the Company and the Subsidiaries in effect as of the date of this Agreement as described in Section 8.15 of the Company Disclosure Schedule. Furthermore, with respect to participate in medical benefits provided to Continuing Employees at or after the Effective Time under Parent's medical benefit plans, Parent agrees that it shall, or it shall cause the Parent Subsidiaries to, waive waiting periods and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, requirements under such plans (to the extent that such waiting periods or and conditions would not have applied under the terms of the similar limitations under such Parent Employee Benefit Plan are waivedmedical benefit plan of the Company), and (iii) that such employee receives will give Continuing Employees credit for any co-payments previously made and any deductible previously satisfied deductibles actually paid by such employees under any similar Employee Benefit Planthe medical plans of the Company and the Subsidiaries during the calendar year in which the Continuing Employees first begin participation in the medical plan(s) of Parent or the Parent Subsidiaries. For purposes of Nothing in this Section 4.6, "Current Benefits" 8.15 shall refer limit the Parent or the Surviving Corporation's right to benefits available under Employee Benefit Plans terminate the employment of any employee of the Company or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansany of the Subsidiaries (including any Continued Employees) at any time.

Employee Benefits. Immediately after (a) Employees of the Company or its Subsidiaries immediately prior to the Effective Time who remain employees of Parent, the Surviving Corporation or any of their Affiliates following the Effective Time are hereinafter referred to as the “Continuing Employees.” For the period commencing at the Effective Time and ending on the one (1)-year anniversary thereof or such shorter period during which the Continuing Employee remains in continued employment with the Company, the Surviving Corporation or any of their Affiliates (such period, the “Continuation Period”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide for each Continuing Employee (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, Parent (ii) target short-term cash bonus opportunities (excluding equity, equity-based, retention and long-term incentive compensation, nonqualified deferred compensation, retiree health or welfare and defined benefit pension benefits) that are substantially comparable in the Surviving Corporation shall cause aggregate to be those opportunities provided to each such Continuing Employee by the Surviving Corporation's employees Company or its Subsidiaries immediately prior to the Effective Time (for not the avoidance of doubt, other than one-time, retention or special non-ordinary incentive compensation opportunities payable in connection with, or as a result of, the transactions contemplated by this Agreement), and (iii) employee benefits (excluding retention, nonqualified deferred compensation, equity, equity-based, and long-term incentive compensation, retiree health or welfare and defined benefit pension benefits) that are no less than one year from favorable in the aggregate (including with respect to the proportion of employee cost) to the employee benefits provided to such Continuing Employee under the Company Benefit Plans immediately prior to the Effective Time; provided, however, that the terms and after conditions of employment for any Continuing Employee subject to a collective bargaining agreement or works council agreement shall be in accordance with the Closing Date Current Benefits applicable collective bargaining agreement or works council agreement (as defined below) that arethe same may be amended, in the aggregate, substantially as favorable restated or replaced from time to such employees as the Current Benefits available to them as of the date of this Agreement under the Employee Benefit Planstime). Without limiting the generality of the foregoing, for not less than one year from and after during the Closing Date (a) all Surviving Corporation 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 Continuation Period, Parent by the Company prior to the execution of this Agreementshall provide, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of or shall cause the Surviving Corporation participates in or any Parent of their respective Affiliates to provide to each Continuing Employee Benefit Plan after whose employment is terminated by the Effective Time, Parent shall use reasonable efforts Surviving Corporation or any of its Affiliates during such period under the circumstances that would have entitled such Company Employee to ensure (i) that severance benefits if such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately termination had occurred prior to the Effective Time, for purposes of determining eligibility to participate in severance payments and vesting under, benefits that are no less favorable than the severance payments and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable severance plan, policy, practice or arrangement sponsored or maintained by the Company or any of its Subsidiaries in accordance with the terms of such arrangement as in effect as of the date hereof; provided that such Continuing Employee may be required to execute a release of claims in the Company’s standard form made available to Parent (as such form may be modified by Parent to include a release of claims in favor of Parent, the Surviving Corporation and their respective Affiliates). Notwithstanding the foregoing, the employee receives credit benefits and severance payments for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes continuing employee who is subject to a collective bargaining agreement or works council agreement shall be provided in accordance with the terms of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans the applicable collective bargaining agreement or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansworks council agreement.

Employee Benefits. Immediately after Parent agrees that all employees of the Effective Time, Company who continue employment with Parent or the Surviving Corporation after the Effective Time ("Continuing Employees") shall cause be eligible to be provided continue to participate in the Surviving Corporation's employees for not less than one year from retirement, health, vacation and after the Closing Date Current Benefits (as defined below) other non-equity based employee benefit plans; provided, however, 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 nothing in this Section 5.5 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation 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 Agreementamend or terminate any such retirement, of which the Company has provided Parent with accurate and complete copies prior to the date hereof health, vacation or other employee benefit plan at any time, and (b) to the extent that any employee of if Parent or the Surviving Corporation participates terminates any such retirement, health, vacation or other employee benefit plan, then, the Continuing Employees shall be eligible to participate in any Parent Employee Benefit Plan after the Effective TimeParent's health, Parent shall use reasonable efforts to ensure (i) that such vacation and other non- equity based employee receives credit for his or her service with the Companybenefit plans, to substantially the same extent as 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, credit for service was credited under accrued by Continuing Employees (and eligible dependents) for employment with any similar Employee Benefit Plan immediately Acquired Corporation prior to the Effective TimeTime shall be recognized (except to the extent necessary to prevent duplication of benefits), for 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 any pre-existing condition limitations, 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 or similar limitations applicable to any Continuing employee of an Acquired Corporation under such Parent Employee Benefit Plan are any group health plan shall be waived, and (iii) that such employee receives employees shall be given credit for amounts paid under any Company Employee Plan during the same period for purposes of applying deductibles, co-payments previously made and any deductible previously satisfied under any similar out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Company Employee Benefit Plan. For purposes of Nothing in this Section 4.65.5 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 "Current Benefitsat will" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansemployment.

Employee Benefits. Immediately after (a) All employees of the Effective TimeCompany shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs (other than the sabbatical program) maintained by Parent for its and its affiliates’ employees. The employees of the Company shall be eligible to participate in the employee benefit plans of Parent on terms and conditions no less favorable than those offered to similarly situated employees of Parent. Parent will cause such employee benefit plans to take into account, for purposes of eligibility and vesting, and, with respect to severance and vacation benefits, benefit accrual thereunder, services by employees of the Company and the Company Subsidiaries as if such services were with Parent to the same extent that such service was credited under a comparable plan of the Company. Any restriction on coverage for pre-existing conditions or requirement for evidence of insurability under the employee benefit plans of Parent shall be waived, and employees of the Company and the Company 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 applicable plan year of the Company Benefit Plan in accordance with the corresponding employee benefit plans of Parent. Parent shall, and shall cause the Surviving Corporation to, honor all compensation and employee benefit plan obligations under the Company Benefit Plans and all employment or severance agreements entered into by the Company or adopted by the Board of Directors of the Company, except to the extent that the Company Benefit Plans provide that they are terminable by the Company; provided that, with respect to severance benefits, employees of the Company shall, until March 31, 2005, remain eligible for severance benefits for non-performance-related terminations that are no less favorable than the severance benefits to which such employees were entitled under the Company’s severance policy; provided, further, Parent shall, and shall cause the Surviving Corporation to, pay, on June 30, 2004 (or if the Effective Time shall not have occurred by such date, Parent shall permit the Company to be provided pay), to employees of the Company bonuses accrued for the six months ended June 30, 2004 pursuant to the Surviving Corporation's employees Company’s bonus programs for not less than one fiscal year from and after the Closing Date Current Benefits (2004, as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of effect on the date of this Agreement under (provided that the Employee Benefit Plans. Without limiting amount of bonuses paid pursuant to this proviso shall not exceed $3,000,000 in the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansaggregate).

Employee Benefits. Immediately From and after the Effective Time, Parent shall, 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 (as defined below) that areAmalgamated Company to, 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them recognize prior service recognized immediately prior to the date of this Agreement Effective Time under those severance plans specified in Schedule 3.1(j) delivered to Parent by the Company prior to the execution Benefit Plans 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 or any of its Subsidiaries of each employee of the Surviving Corporation participates Company or any of its Subsidiaries that continues to be employed by the Amalgamated Company following the Effective Time (the “Company Employees”) as service under the employee benefit plans of Parent or its Subsidiaries for purposes of eligibility, vesting and level of benefits (but not for purposes of benefit accruals) in any Parent which such Company Employee Benefit Plan is eligible to participate following the Effective Time. From and after the Effective Time, Parent shall, or shall use reasonable efforts to ensure 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 employee receives credit for his Company Employees were covered or her service with would have been covered under the Company, to group health plans of the same extent as such service was credited under any similar Employee Benefit Plan Company immediately prior to the Effective Time, for purposes of determining eligibility to participate in Time and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pregive 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-existing condition limitations, waiting periods or similar limitations under such of-pocket limits for expenses incurred prior to the commencement of participation. Parent Employee Benefit Plan are waived, and (iii) that such shall maintain 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 Employee Benefit Plans, other than benefits available under stock option benefit plans, stock purchase plans programs, policies and other 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; provided 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, to the extent Previously Disclosed. Nothing in this paragraph shall be applied to the extent it would result in duplication of benefits or 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 any employee benefit plans, programs, policies or arrangements of Parent. Notwithstanding any other provision herein, none of Parent, the Amalgamated Company nor any of their Subsidiaries shall have any obligation to continue the employment of any Company Employee for any period following the Effective Time. Parent agrees to perform, or cause to be performed, 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. Immediately after Parent shall, for a period of twelve months immediately following the Effective Time, Parent or the Surviving Corporation use commercially reasonable efforts to provide generally to those employees who shall cause to be provided to the Surviving Corporation's have been employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date Company or any 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries immediately prior to the date Effective Time and who are employees of this Agreement the Surviving Corporation immediately following the Effective Time (“Company Employees”) the same base salary and pension and welfare benefits under employee benefit plans (but excluding bonus, incentive and equity compensation) which are substantially similar in the aggregate to those severance plans specified in Schedule 3.1(j) delivered benefits provided to Parent by the those Company Employees immediately prior to the execution of this Agreement, of which Agreement under the Company has provided Benefit Plans. Parent or one of its affiliates shall recognize the service of Company Employees with accurate and complete copies the Company prior to the date hereof Effective Time as service with Parent and its affiliates in connection with any tax-qualified pension plan (bother than a defined benefit plan), 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its affiliates which is made available following the Effective Time by Parent or one of its affiliates for purposes of any waiting period, vesting, eligibility and benefit entitlement but only to the extent that such service was recognized by the comparable Company Benefit Plan and no duplication of benefits would result. Parent shall (x) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time by Parent or one of its affiliates, except to the extent any such condition was applicable in an individual’s case in the comparable predecessor welfare benefit plan and (y) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Surviving Corporation participates in any Parent Employee Benefit Plan after Company and its subsidiaries during the portion of the relevant plan year including the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service credit was credited provided under any similar Employee Benefit Plan 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 Parent Employee comparable Company Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately (a) Globespan agrees that, from and after the ----------------- Effective Time, except as explicitly provided herein, Globespan and its Subsidiaries shall assume and honor all Virata Benefit Plans in accordance with their terms as in effect immediately before the Effective Time, Parent subject to any amendment or the Surviving Corporation shall cause to termination thereof that may be provided to the Surviving Corporation's employees for permitted by such terms or as otherwise permitted by applicable law. For a period of not less than one year from following the Effective Time, Globespan shall provide, or shall cause to be provided, to individuals who are employees of Virata and its Subsidiaries immediately before the Effective Time (other than any employees subject to collective bargaining agreements) and who continue to be employed by Globespan and its Subsidiaries after the Closing Date Current Benefits Effective Time (as defined belowthe "Virata Employees") ---------------- compensation and employee benefits that are, in the aggregate, substantially not less favorable than those provided to Virata Employees immediately before the Effective Time (it being understood that discretionary equity and equity based awards will remain discretionary), as favorable disclosed by Virata to such employees as the Current Benefits available to them as of Globespan before the date of this Agreement under Agreement; provided, that, with the approval of the Transition Committee, Globespan may provide Virata Employees with compensation and employee benefits that are, in the aggregate, not less favorable than those provided to similarly situated employees of Globespan and its Subsidiaries (it being understood that discretionary equity and equity based awards will remain discretionary). Globespan further agrees to honor the terms of all employment agreements between Globespan and Virata Employees. The foregoing shall not be construed to prevent the termination of employment of any Virata Employee or the amendment or termination of any particular Virata Benefit PlansPlan to the extent permitted by its terms as in effect immediately before the Effective Time or as otherwise permitted by applicable law. Without limiting the generality of Notwithstanding the foregoing, for not less than a period of one year from and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after following the Effective Time, Parent Globespan and its Subsidiaries shall use reasonable efforts not reduce the compensation or benefits provided to ensure (i) that any current employee of Virata designated by the Transition Committee without the consent of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansperson.

Employee Benefits. Immediately after Parent agrees that during the period commencing at the Effective TimeTime and ending on the first anniversary thereof, 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 (as defined below) 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 Surviving Corporation employees Employees will continue to be provided with benefits under employee benefit plans (other than stock options or other plans involving the same level issuance of severance benefits securities of the Company or Parent) which in the aggregate are substantially comparable to those currently 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 such Employees. Parent will cause each employee benefit plan of Parent in which Employees are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such Employees with the Company as if such service were with Parent, to the execution same extent that such service was credited under a comparable plan of this Agreement, of which the Company has provided Parent with accurate and complete copies prior such service period would have been credited to the date hereof and (b) to the extent that any an employee of the Surviving Corporation participates Parent participating in any Parent Employee Benefit Plan the relevant plan. For the first plan year ending after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitationsexclusion under any Purchase Benefit Plan providing medical or dental benefits shall be no more restrictive for any Employee who, waiting periods immediately prior to commencing participation in such Purchaser Benefit Plan, was participating in a Company Benefit Plan providing medical or similar limitations dental benefits and had satisfied any pre-existing condition provision under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Company Benefit Plan. For Any expenses that were taken into account under a Company Benefit Plan providing medical or dental benefits in which the Employee participated immediately prior to commencing participation in a Purchaser Benefit Plan providing medical or dental benefits shall be taken into account to the same extent under such Purchaser Benefit Plan, in accordance with the terms of such Purchaser Benefit Plan, for purposes of this Section 4.6satisfying applicable deductible, "Current Benefits" shall refer coinsurance and maximum out-of-pocket provisions and life-time benefit limits. Parent will, and will cause the Surviving Corporation to, honor in accordance with their terms (i) all employee benefit obligations to benefits available under Employee Benefit Plans Employees accrued as of the Effective Time and (ii) to the extent set forth on Schedule 6.1(h)(i), all employee severance plans in existence on the date hereof and all employment or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansseverance agreements entered into prior to the date hereof.

Employee Benefits. Immediately after Parent agrees that all Continuing Employees shall be eligible to continue to participate in the Effective TimeSurviving Corporation’s health and welfare benefit plans; provided, however, that (i) nothing in this Section 6.9 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan (a “Terminated Plan”), then (upon expiration of any appropriate transition period), the Continuing Employees shall cause be eligible to be provided to participate in the Surviving Corporation's employees for not less than one year from ’s health and after the Closing Date Current Benefits welfare benefit plans (as defined below) that are, in the aggregate, substantially as favorable subject 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 applicable terms and after the Closing Date (a) all Surviving Corporation 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 (bconditions) to the extent that coverage under such plans is replacing comparable coverage under any employee such Terminated Plan. To the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Parent and/or the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective TimeCorporation, then Parent shall use its commercially reasonable efforts to ensure (i) that such employee receives health or welfare benefit plan shall, for purposes of eligibility, vesting, allowances and benefit accrual (including paid time off), credit Continuing Employees for his or her service prior to the Effective Time with the Company, Company to the same extent as that such service was credited under any similar Employee Benefit Plan immediately recognized prior to the Effective TimeTime under the corresponding health or welfare benefit plan of the Company. In addition, for purposes of determining eligibility to participate Parent shall in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any no event apply a pre-existing condition limitationsor 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 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 similar limitations any eligible dependent of a Continuing Employee is transferred during a plan year from coverage under such one or more of the Employee Plans to coverage under a successor group health and welfare plan, Parent Employee Benefit Plan are waivedshall, and (iii) that such employee receives or shall cause the Company to, provide the affected Continuing Employee, or eligible dependent with credit for any co-payments previously payments, deductibles and offsets (or similar payments) made and during the plan year in which the transfer occurs for the purposes of satisfying any deductible previously satisfied applicable deductible, out-of-pocket or similar requirements under any similar such successor benefit plan, program or arrangement. In the event Parent or the Surviving Corporation terminates any Employee Benefit Plan. For purposes Plan that is a Section 125 plan flexible spending arrangement, Surviving Corporation shall transfer and Parent shall accept the flexible spending account elections and accounts of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Continuing Employees.

Employee Benefits. Immediately The Seller Employee Plans shall not be terminated by reason of the Merger but shall con- tinue thereafter as plans of the Surviving Corporation until such time as the employees of Seller and the Seller Subsidiar- ies are integrated into Buyer's employee benefit plans that are available to other employees of Buyer and Buyer Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the con- summation of the Merger. Buyer shall take such steps as are necessary or required to integrate the employees of Seller and the Seller Subsidiaries in Buyer's employee benefit plans available to other employees of Buyer and Buyer Subsidiaries as soon as practicable 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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives with full credit for his or her prior service with Seller or any of the Company, to Seller Sub- sidiaries for all purposes other than determining the same extent as such service was credited amount of benefit accruals under any similar Employee Benefit Plan 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 Parent Employee Benefit Plandefined benefit plan, (ii) that without any waiting periods, evidence of insurability, or application of any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives with full credit for claims arising prior to the Effective Time for pur- poses of deductibles, out-of-pocket maximums, benefit maximums, and all other similar limitations for the applicable plan year during which the Merger is consummated. Each of Buyer and Seller shall use all reasonable efforts to insure that no amounts paid or payable by Seller, Seller Subsidiaries or Buyer to or with respect to any co-payments previously made and employee or former employee of Seller or any Seller Subsidiary will fail to be deductible previously satisfied under for federal income tax purposes by reason of Section 280G of the IRC. Seller shall ensure that following the Effective Time no holder of Seller Employee Stock Options or any similar Employee Benefit Plan. For purposes participant in any Seller Stock Plan shall have any right thereunder to acquire any securities of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans Seller or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansany Seller Subsidiary.

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 (as defined below) 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) Following the Closing Date, Buyer shall provide generally to employees of Seller who continue employment with Buyer (“Seller Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts, severance and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all Surviving Corporation employees will continue material respects with those then currently provided by Buyer or Buyer Bank 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any preits other similarly-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plansituated employees. For purposes of this Section 4.6eligibility 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, "Current Benefits" service with Seller or the Bank prior to the Closing Date shall refer be counted to benefits available the extent such service was counted under the 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 all waiting periods for participation in any of such Employee Benefits to the extent such service was counted under the similar plan of Seller or the Bank. Buyer or Buyer Bank shall also waive all restrictions and limitations for preexisting conditions under Buyer’s Employee Benefit plans, to the extent 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 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 or Parent for the aggregate amounts paid by such employees towards applicable deductibles under Seller’s group health Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansfor the plan year of such plans which includes the Closing Date.

Employee Benefits. Immediately From and after the Effective Time, all employees of the Company Entities (the "Employees") shall be eligible to participate in Parent's employee benefit plans, programs, policies and arrangements on the same basis as similarly situated employees of Parent; provided, however, that, in lieu of Parent's severance pay plan, Parent or the Surviving Corporation shall cause the Company's severance pay plan as described in Section 5.8(a) of the Company Disclosure Letter to be provided remain in effect with respect to the Surviving Corporation's employees Employees for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them 12 months 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after following the Effective Time. Parent 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 Company and its Subsidiaries. For purposes of all employee benefit plans, programs or arrangements maintained or contributed to by Parent or any of its Subsidiaries, in which the Employees shall be eligible to participate, Parent shall use reasonable efforts cause each such plan, program or arrangement to ensure (i) that such employee receives credit for his or her treat the prior service with the Company, Company or its Subsidiaries of each Employee as service rendered to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, Parent and its Subsidiaries for purposes of determining all eligibility to participate in periods, vesting and vesting under, and benefit accruals thereunder (but not for purposes of calculating benefit accruals under any defined benefit pension plan maintained by Parent or its Subsidiaries (other than the benefits under, 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 Parent Employee Benefit Plan, (ii) that any plan on the basis of a pre-existing condition limitations, waiting periods that was not also excluded under the Company's or similar limitations under any of its Subsidiaries' medical insurance plans. To the extent any such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for has satisfied in whole or in part any annual deductible or paid any out-of-pocket or co-payments previously made payment expenses under a medical insurance plan of the Company or any of its Subsidiaries for a plan year, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of Parent and any deductible previously satisfied under any similar Employee Benefit Planits Subsidiaries in which such individual participates after the conversion date. For Parent agrees that the consummation of the Merger shall constitute a "Change in Control" of the Company Entities for all purposes within the meaning of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee all Compensation and Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after (a) Parent shall, for a period of twelve (12) months immediately following the Effective Time, Parent or the Surviving Corporation use commercially reasonable efforts to provide generally to those employees who shall cause to be provided to the Surviving Corporation's have been employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as of the date Company or any 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries immediately prior to the date Effective Time and who are employees of this Agreement the Surviving Corporation immediately following the Effective Time (the “Company Employees”) with base salary and pension and welfare benefits under employee benefit plans (but excluding bonus, incentive and equity compensation) that are substantially similar in the aggregate to those severance plans specified in Schedule 3.1(j) delivered benefits provided to Parent by the those Company Employees immediately prior to the execution of this Agreement, of which Agreement under the Company has provided Benefit Plans. Parent or one of its Affiliates shall recognize the service of Company Employees with accurate and complete copies the Company prior to the date hereof Effective Time as service with Parent and its affiliates in connection with any tax-qualified pension plan (bother than a defined benefit plan), 401(k) savings plan, welfare benefit plans and policies (including vacations and holiday policies) maintained by Parent or one of its Affiliates which is made available following the Effective Time by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility and benefit entitlement but only to the extent that such service was recognized by the comparable Company Benefit Plan and no duplication of benefits would result. Parent shall (x) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Effective Time by Parent or one of its Affiliates, except to the extent any such condition was applicable in an individual’s case in the comparable predecessor welfare benefit plan and (y) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Surviving Corporation participates in any Parent Employee Benefit Plan after Company and its Affiliates during the portion of the relevant plan year including the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service credit was credited provided under any similar Employee Benefit Plan 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 Parent Employee comparable Company Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately (a) From and 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 (as defined below) that are, Company Benefit Plans in the aggregate, substantially as favorable to such employees as the Current Benefits available to them effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality shall remain in effect with respect to employees of the foregoingCompany (or their Subsidiaries), for not less than one year from and after covered by such plans at the Closing Date (a) all Surviving Corporation employees will continue Effective Time until such time as Parent shall, subject to be provided with applicable Law, the same level of severance benefits provided to them immediately prior to the date terms of this Agreement under those severance and the terms of such plans, adopt new benefit plans specified in Schedule 3.1(j) delivered with respect to Parent by employees of the Company prior and its Subsidiaries (the “New Benefit Plans”). Prior to the execution of this AgreementEffective Time, of which Parent and the Company has provided shall cooperate in reviewing, evaluating and analyzing Company Benefit Plans with a view towards developing appropriate New Benefit Plans for the employees covered thereby. At such time as any New Benefit Plans are implemented, Parent will, and will cause its Subsidiaries to, with accurate and complete copies prior respect to the date hereof and all New Benefit Plans, (bi) to the extent that any provide each employee of the Surviving Corporation participates in Company or its Subsidiaries with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company or its Subsidiaries under any Parent Employee New Benefit Plan that is a welfare plan that such employees may be eligible to participate in after the Effective Time, Parent shall use reasonable efforts to ensure (i) the extent that such employee receives would receive credit for his or her service with such conditions under the Company, to the same extent as corresponding welfare plan in which any such service was credited under any similar Employee Benefit Plan employee participated 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods provide each employee of the Company or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives its Subsidiaries with credit for any co-payments previously made and deductibles paid in satisfying any applicable deductible previously satisfied or out-of-pocket requirements under any similar Employee New Benefit Plan. For Plan that is a welfare plan that such employees are eligible to participate in after the Effective Time, (iii) provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan) with the Company and its Subsidiaries, under each employee benefit plan, program, or arrangement of Parent or its Subsidiaries in which such employees are eligible to participate after the Effective Time, and (iv) provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Parent and its Subsidiaries for a period of 12 months following the Effective Time; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Notwithstanding anything to the contrary in this Section 4.65.03, "Current Benefits" Parent shall refer have no obligation to benefits available under Employee Benefit Plans provide any credit for service, co-payments, deductibles paid, or for any purpose, unless and until Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planshas received such supporting documentation as Parent may reasonably deem to be necessary in order to verify the appropriate credit to be provided.

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 (as defined below) 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them immediately prior Prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered hereof, Company has made available to Parent each material “employee benefit plan”, as defined in ERISA, and each material plan or other material arrangement (written or oral) (including employment and severance agreements) providing for compensation, bonuses, profit-sharing, stock option or other equity-related rights or other forms of incentive or deferred compensation, employee loans, vacation benefits, insurance coverage (including any self-insured arrangements), health, medical, dental or vision benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical, or life insurance benefits), in each case which is maintained, administered, or contributed to by the Company prior or any ERISA Affiliate thereof and covers any employee, director or independent contractor or former employee, director or independent contractor of Company or any ERISA Affiliate thereof or under which Company or any ERISA Affiliate thereof has any material liability with respect to the execution current or former employees, directors or independent contractors of this AgreementCompany or any ERISA Affiliate thereof. Copies of such plans or other arrangements (and, of which the Company has provided if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Parent with accurate and complete copies prior to the date hereof and together with the most recent annual report (bForm 5500 Annual Report including, if applicable, Schedule B thereto) prepared in connection with any such plan or other arrangement. Such plans or other arrangements are referred to collectively as the “Company Benefit Plans”; provided that a plan or other arrangement with respect to a former employee, director or independent contractor shall constitute an “Company Benefit Plan” only to the extent that Company or its ERISA Affiliate has any employee present or future liability or obligation. An “ERISA Affiliate” of any person means any other person which, together with such person, would be treated as a single employer under Section 414 of the Surviving Corporation participates in Code. At no time has Company or any Parent Employee Benefit Plan after person who from time to time is or was an ERISA Affiliate of Company ever maintained an employee benefit plan that is subject to Title IV of ERISA. Section 5.17(a) of the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Company Disclosure Schedule lists each Company Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. (a) Immediately after following the Effective Time, Parent Buyer shall, or shall cause the Surviving Corporation to, maintain all compensation and benefit plans and arrangements (including without limitation, base salary, commissions, vacation benefits, retirement benefits, and bonus opportunities, severance and similar arrangements for any person terminated) for employees of the Company who continue employment with Buyer, the Surviving Corporation or any Subsidiary thereof after the Effective Time (the “Continuing Employees”) that 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 of the Effective Time (the “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 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 Initial Benefits and Buyer Benefit Plans listed on Section 6.11 of the Buyer’s Disclosure Letter, Buyer shall give each Continuing Employee past service credit for service with the Company prior to the Effective Time as if it were service with Buyer. At, and after, the Effective Time, Buyer shall honor, or cause the Surviving Corporation to honor, in accordance with their terms and bear any cost associated with all employee benefit obligations to current and former employees of the Company accrued as of the Effective Time. To the extent benefits are not provided to Continuing Employees through the applicable Company Employee Plans but are provided through other employee benefit plans, Buyer agrees to, or cause the Surviving Corporation to, (A) secure the waiver of any preexisting condition limitations, waiting periods, or 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 calendar year prior to the Effective Time for the purposes of satisfying applicable deductible, co-payment, and maximum out-of-pocket expenses under such plans. Buyer agrees that Buyer or the Surviving Corporation shall cause be responsible for providing all legally-mandated continuation coverage for Continuing Employees and their covered dependents who experience a loss of coverage due to be provided to a “qualifying event” (within the Surviving Corporation's employees for not less than one year from meaning of Section 603 of ERISA and after Section 4975B of the Closing Date Current Benefits (as defined belowCode) 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 Surviving Corporation 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 occurs at any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan time on or after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately (a) Tower shall, before or promptly after the Effective TimeDate, Parent or review all benefit plans of Graystone Bank and Greencastle in order to establish the Surviving Corporation shall cause benefit plans to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits made 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 Greencastle and after the Closing Date (a) all Surviving Corporation Graystone Bank 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent Date (“Benefit Plans”). Tower’s review shall use reasonable efforts take into consideration benefits that were provided to ensure employees under the Greencastle and Graystone Bank Benefit Plans and benefits provided by peer institutions in the establishment of the new and/or amended benefit plans provided by Tower or its Subsidiaries to employees after the Effective Date. Tower or its Subsidiaries shall: (i1) that such employee receives provide its employees credit for his or her all years of service with Tower or Graystone or any of their Subsidiaries and predecessors, as the Companycase may be, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, Date for purposes the purpose of determining eligibility to participate in and vesting under, and provide employees credit for purposes all years of calculating service for benefit accrual for the benefits under, such Parent Employee Graystone or Tower Benefit Plan, Plans delineated on the Tower Disclosure Schedule; (ii2) that cause any and all pre-existing condition limitations, limitations (to the extent such limitations did not apply to a pre-existing condition under Benefit Plans prior to the Effective Date) and eligibility waiting periods under group health plans to be waived with respect to their employees who remain as employees of Tower or similar limitations under its Subsidiaries (and their eligible dependents) after the Effective Date; and (3) cause to be credited any deductibles or out-of-pocket expenses incurred by Greencastle or Graystone Bank employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Benefit Plans after the Effective Date with the objective that there be no double counting during the year in which the Closing Date occurs of such Parent Employee deductible or out-of-pocket expenses. Tower and Graystone and their Subsidiaries agree to honor, or to cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of their current and former employees, including, without limitation, any benefits or rights arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event). In order to accomplish the foregoing, Tower may or cause Graystone or its Subsidiary to amend, freeze, merge or terminate any Benefit Plan are waivedof Greencastle, and (iii) 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 4.6Tower, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansGraystone respectively.

Employee Benefits. Immediately after the Effective TimeExcept as otherwise provided herein, 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 (as defined below) 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 Surviving Corporation 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 employee of Anson who becomes an employee of Uwharrie at the Surviving Corporation participates Anson Heritage Merger Effective Time (a "New Employee") shall become entitled to receive all employee benefits and to participate in any Parent all benefit plans provided by Uwharrie on the same basis (including costs) and subject to the same eligibility and vesting requirements, and to the same conditions, restrictions and limitations, as generally are in effect and applicable to other newly hired employees of Uwharrie. However, each New Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives be given credit for his or her full years of service with the CompanyAnson for purposes of (i) entitlement to vacation and sick leave and for qualification for medical and similar insurance plans, and, (ii) to the same extent as such service was credited permitted under ERISA, the Code and any similar regulations thereunder, eligibility for participation and vesting in Uwharrie's Section 401(k) savings plan and in its Employee Stock Ownership Plan (the "Uwharrie Employee Benefit Plan immediately Plans"); provided, however, that no New Employee will be entitled to or be given credit for past service with Anson for purposes of the calculation or determination of benefits under the Uwharrie Employee Benefit Plans. Notwithstanding anything contained herein to the contrary, if Uwharrie shall believe in good faith, upon the advice of its legal counsel or employee benefits consultants, that the granting of any such past service credit would not be permissible under the terms and requirements of ERISA, the Code, any governmental rules, regulations and policies thereunder, or any other law or regulations applicable to the operation of any such plan or program, or otherwise would expose any such plan or program or Uwharrie to any penalty, then Uwharrie shall not be required to give any New Employee any such credit for past service with Anson. The number of days of vacation and sick leave, respectively, which shall be available to any New Employee during 1999 as an employee of Uwharrie shall be reduced by the number of days of vacation or sick leave used by such New Employee during 1999 prior to the Effective Time, for purposes Time as an employee of determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansAnson.

Employee Benefits. Immediately after (a) During the period from the Effective TimeTime until December 31, Parent or 1997, the Surviving Corporation shall maintain or cause to be provided to maintained wages, compensation levels, employee pension and welfare plans for the Surviving Corporation's benefit of employees for not less than one year from and after former employees of the Closing Date Current Benefits (as defined below) that areCompany or its Subsidiaries which, in the aggregate, substantially as are not less favorable to such employees as than those wages, compensation levels and other benefits under the Current Benefits available to them Benefit Plans that are in effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoinghereof; provided, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 Agreementhowever, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in shall not have any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts obligation to ensure (i) that such employee receives credit for his provide benefits based on equity securities or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for equivalent thereof. For all purposes of determining eligibility to participate in and vesting under, and in benefits provided under employee benefits plans maintained by the Surviving Corporation (but not for purposes of calculating the determining benefits under, such Parent Employee Benefit Plan, (iior accruals thereof) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee plans) which employees and former employees of the Company become eligible to participate in after the Effective Time, all persons previously employed by the Company and its Subsidiaries and then employed by the Surviving Corporation shall be credited with their years of service with the Company and its Subsidiaries and years of service with prior employers to the extent service with prior employers is taken into account under the Benefit Plans. With respect to the Company's Deferred Compensation Plan and the trust established thereunder (collectively, the "Deferred Compensation Plan"), the Surviving Corporation shall cause the Deferred Compensation Plan to be amended such that all amounts payable thereunder shall become fully vested as of the Effective Time. The Deferred Compensation Plan shall be continued (but Company contributions to the Deferred Compensation Plan may be discontinued after December 31, 1997) and, except as provided in the preceding sentence, may not be amended or terminated until all benefits payable thereunder are waived, and (iii) that such employee receives credit for any co-payments previously made distributed in accordance with the Deferred Compensation Plan 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansall elections thereunder.

Employee Benefits. Immediately after (a) Following 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 (as defined below) that areParent, in the aggregateits sole discretion, 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 will either (a) all Surviving Corporation employees will continue (or cause the Company to be provided with continue) to maintain the Company Employee Plans on substantially the same level of severance benefits provided to them immediately prior to the date of this Agreement under those severance plans specified terms as 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan effect immediately prior to the Effective Time, or (b) arrange for each employee of the Company as of the Effective Time (the “Company Employees”) who remain employed by Parent, the Surviving Corporation or their respective Subsidiaries after the Effective Time (the “Company Participants”) to participate in substantially similar plans or arrangements, as determined on a plan-by-plan or arrangement-for-arrangement basis, of Parent or its applicable Subsidiary (“Parent Plans”) (it being understood that the costs to the Company Participants may vary from their costs under the Company Employee Plans), or (c) a combination of clauses (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 determining eligibility to participate in and vesting under, and for purposes of calculating the benefits under, under such Parent Employee Benefit PlanPlan for years of service with the Company prior to the Closing Date (other than for accruals under any defined benefit pension plan), (ii) that 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 deductibles prior to the Closing Date for purposes of satisfying any applicable deductible 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 shall be either cashed out or similar limitations under such honored by Parent Employee Benefit in accordance with applicable Legal Requirements and Parent’s policies, as determined in Parent’s discretion. The foregoing requirements in this Section 6.6(a) are subject to: (i) any necessary transition period, (ii) any applicable Parent Plan are waivedprovisions, as amended to implement to the foregoing, and (iii) that such the requirements of applicable laws. Nothing contained in this Agreement shall constitute or be deemed an amendment to any Parent Plan or any other compensation or benefit plan, program or arrangement. Nothing in this Section 6.6(a) shall be construed to create a right in any employee receives credit of the Company to employment with the Parent, the Surviving Corporation or any of their Subsidiaries. In each case, while a Company Employee remains employed, the base salary or regular wages as of immediately prior to the Effective Time shall not be decreased for a period of one year following the Effective Time for any co-payments previously made and any deductible previously satisfied under any similar Company Employee Benefit Plan. For purposes of this Section 4.6who continues to be employed by the Parent, "Current Benefits" shall refer to benefits available under Employee Benefit Plans the Surviving Corporation or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planstheir respective Subsidiaries during that period.

Employee Benefits. Immediately (a) From and after the Effective Time, Parent shall, or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one year from and after Successor Corporation to, recognize prior service recognized under the Closing Date Current Benefits (as defined below) that are, in plans of the aggregate, substantially as favorable to such employees as Company or SRH or any of their Subsidiaries of each employee of the Current Benefits available to them Company or SRH or any of their respective Subsidiaries as of the date of this Agreement Effective Time (the "Company Employees" and the "SRH Employees", respectively) as service under the employee benefit plans of Parent or its Subsidiaries for purposes of eligibility and vesting (but not for purposes of benefit accruals) in which such Company Employee Benefit Plansor SRH Employee is eligible to participate following the Effective Time. Without limiting the generality of the foregoing, for not less than one year from From and after the Closing Date (a) all Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall, or shall use reasonable efforts to ensure cause the Successor Corporation to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Subsidiaries to be waived with respect to the Company Employees, and the SRH Employees and their eligible dependents to the extent that such employee receives credit for his Company Employees, SRH Employees and their eligible dependents were covered or her service with would have been covered under the Company, to group health plans of the same extent as such service was credited under any similar Employee Benefit Plan Company or SRH immediately prior to the Effective Time, for purposes of determining eligibility to participate in Time and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) give each Company Employee and SRH Employee credit, for the plan year in which such Company Employee or SRH 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 for Company Employees and SRH Employees which provide benefits that any pre-existing condition limitationsare no less favorable in the aggregate to those provided under the applicable employee benefit plans (as defined in Section 3(3) of ERISA (excluding plans exempt under Section 201(2) of ERISA)) of the Company or SRH and their respective Subsidiaries generally available to Company Employees or SRH Employees in effect immediately prior to the Effective Time (other than the Republic 1999 Reorganization Severance Plan), waiting periods until the earlier of (1) one year after the Effective Date or similar limitations under (2) the time that Parent or its Subsidiaries makes available to such Company Employees and SRH Employees employee benefit plans, programs, policies and arrangements that are no less favorable in the aggregate than are provided to similarly situated employees of Parent Employee Benefit Plan are waivedor its Subsidiaries in the applicable jurisdiction. From and after the Effective Time, the Successor Corporation shall honor, fulfill and discharge, and (iii) that such employee receives credit for any co-payments previously made shall cause its Subsidiaries to honor, fulfill and any deductible previously satisfied under any similar Employee discharge, in accordance with the terms, each existing Company Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately The Firstbank Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Firstbank and the Firstbank Subsidiaries are integrated into Mercantile's employee benefit plans that are available to other employees of Mercantile and Mercantile Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Mercantile shall take such steps as are necessary or required to integrate the employees of Firstbank and the Firstbank Subsidiaries in Mercantile's employee benefit plans available to other employees of Mercantile and Mercantile Subsidiaries as soon as practicable after the Effective Time, Parent (i) with full credit for prior service with Firstbank or any of the Surviving Corporation shall cause to be provided to Firstbank Subsidiaries for all purposes other than determining the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits amount of benefit accruals under any Mercantile defined benefit plan (as defined below) it being understood that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them benefits accrued 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited Time under any similar Employee Benefit Plan 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 Parent Employee Benefit PlanFirstbank defined benefit plan will not be extinguished under any circumstances), (ii) that without any waiting periods, evidence of insurability, or application of any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives with full credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Plan. For claims arising prior to the Effective Time for purposes of this Section 4.6deductibles, "Current Benefits" out-of-pocket maximums, benefit maximums, and all other similar limitations for the applicable plan year during which the Merger is consummated. Each of Mercantile and Firstbank shall refer use all reasonable efforts to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, insure that (other than benefits available amounts paid pursuant to the agreement described on Schedule 2.17F under stock option plansthe heading "Parachute Payments") no amounts paid or payable by Firstbank, stock purchase plans and other equity-based benefit plansFirstbank Subsidiaries or Mercantile to or with respect to any employee or former employee of Firstbank or any Firstbank Subsidiary will fail to be deductible for federal income tax purposes by reason of Section 280G of the IRC. Firstbank shall ensure that following the Effective Time no holder of Firstbank Stock Options or any participant in any Firstbank Stock Plan shall have any right thereunder to acquire any securities of Firstbank or any Firstbank Subsidiary.

Employee Benefits. Immediately (a) As of the Effective Time, Powertel will have terminated all Powertel Benefit Plans except for those Powertel Benefit Plans that 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, Parent any current or the Surviving Corporation shall cause former employee of Powertel who is eligible to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, participate in the aggregate, substantially as favorable to such employees as the Current Benefits available to them a Powertel Benefit Plan as of the date 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 this Agreement under its Subsidiaries, subject to the Employee Benefit Plansterms of such corresponding plan. Without limiting VoiceStream shall have the generality sole discretion to determine which current or former employees of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees Powertel 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 participation 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 employee of the Surviving Corporation participates in any Parent Employee a Powertel Benefit Plan after the Effective TimeTime and which will commence participation in a corresponding employee benefit plan maintained by VoiceStream or any of its Subsidiaries after the Effective Time and, Parent shall use reasonable efforts with respect to ensure 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 (iincluding those who are similarly situated) that such employee receives credit for his or her service with the Company, to in the same extent as such service was credited under any similar Employee manner with respect to which plans they participate in and when, if at all, they transfer participation from a Powertel Benefit Plan immediately prior 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 VoiceStream, any of its Subsidiaries or the Surviving Corporation (including, without limitation, Powertel Benefit Plans that are not terminated on or before the Effective Time, for 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 any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans).

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 From and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time, for purposes of determining eligibility eligibility, vesting, entitlement to any service-based matching contribution under any 401(k) plan and entitlement to vacation and severance benefits for employees actively employed full-time by the Company or any of its Subsidiaries immediately before the Effective Time under any compensation, stock purchase, severance, welfare, pension, benefit, or savings plan of the Surviving Corporation, Buyer, or any of its Subsidiaries in which active full-time employees of the Company and its Subsidiaries become eligible to participate, service with the Company or any of its Subsidiaries (whether before or after the Effective Time) shall be credited as if such service had been rendered to the Surviving Corporation, Buyer, or such Subsidiary. Following the Effective Time, Buyer shall arrange for participants in the Company Employee Plans (the “Company Participants”) who become employees of the Buyer, or a Subsidiary of the Buyer, at the Effective Time, and their dependents, to participate in Buyer’s Benefit Plans on, or as soon as reasonable practicable after, the Effective Time under the same terms and vesting underconditions as similarly situated persons who were employees of the Buyer or Subsidiary before the Effective Time. If applicable and to the extent possible under any Buyer Welfare Plan that provided any health benefit, Buyer shall cause any and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any all pre-existing condition limitations, actively at work or similar requirements, eligibility waiting periods or similar limitations and evidence of insurability requirements under such Parent Employee Benefit Plan are waived, plan to be waived with respect to such Company Participants and (iii) that such employee receives their eligible dependents and shall provide them with credit for any co-payments previously payments, deductibles, and offsets (or similar payments) made and any deductible previously satisfied under any similar Employee Benefit Plan. For during the plan year including the Effective Time for the purposes of this Section 4.6satisfying any applicable deductible, "Current Benefits" shall refer out-of-pocket, or similar requirements under such Buyer Welfare Plan in which they are eligible to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansparticipate after the Effective Time.

Employee Benefits. Immediately after the Effective TimeBest Buy has agreed to, Parent or and will cause the Surviving Corporation shall cause to be provided to to, honor in accordance with their respective terms, all of Musicland's employment, severance and termination agreements, plans and policies in effect as of the Surviving Corporation's employees for date of the Merger Agreement. For a period of not less than one year from following the Effective Time, Best Buy shall provide to the employees of Musicland and after the Closing Date Current Benefits its subsidiaries ("Musicland Employees"), taken as defined below) a whole, employee benefits that are, in the aggregate, substantially as no less favorable than those provided by Musicland and its subsidiaries to such non-officer employees as the Current Benefits available to them as of the date of this Agreement the Merger Agreement. Musicland Employees who are officers of Musicland and its subsidiaries are eligible only for the employee benefits available to non-officer Musicland Employees. Any additional benefits available to Musicland Employees who are officers will be considered by Best Buy in its sole discretion. For all purposes under the Employee Benefit Plans. Without limiting the generality employee benefit plans of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue Best Buy providing benefits 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan Musicland Employees after the Effective TimeTime (the "New Plans"), Parent each Musicland Employee shall use reasonable efforts to ensure (i) that such employee receives credit for be credited with his or her years of service with Musicland before the Company, Effective Time to the same extent as such Musicland Employee was entitled before the Effective Time to credit for such service was credited under any similar Musicland plan. Each Musicland Employee Benefit will be immediately eligible to participate in all New Plans to the extent coverage under such plans replaces coverage under a comparable Musicland Plan in which such Musicland Employee previously participated immediately before the Effective Time. For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Musicland Employee, Best Buy will cause all preexisting condition exclusions and actively at work requirements of the New Plan to be waived (other than limitations or waiting periods that are already in effect with respect to such employees and their covered dependents and are not satisfied as of the Effective Time). All eligible expenses incurred by such Musicland Employees under Musicland benefit plans will be taken into account under such New Plans for purposes of satisfying all deductible, coinsurance and out of pocket requirements applicable to such Musicland Employee. If prior to the Effective Time, Best Buy agrees to grant options to acquire Best Buy's common stock to any officer or director of Musicland, the Board of Best Buy or the appropriate subcommittee thereof shall, if necessary, adopt a resolution consistent with the SEC's interpretive guidance so that the acquisition by any officer or director of Musicland, who may become a covered person of Best Buy for purposes of determining eligibility to participate in and vesting underSection 16 of the Exchange Act, and of options shall be an exempt transaction for purposes of calculating Section 16 of the benefits underExchange Act. Musicland has agreed to make required contributions to its Capital Accumulation Plan in the normal course consistent with past practice in January 2001 with respect to fiscal year 2000 service, such Parent Employee Benefit Planto freeze participation and benefit accruals under the Musicland Group, (ii) that any pre-existing condition limitationsInc. Employees' Retirement Plan prior to December 31, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived2000, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar to terminate its Employee Benefit Plan. For purposes Stock Purchase Plan effective as of this Section 4.6December 31, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans2000.

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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after Following the Effective Time, Parent shall use reasonable efforts cause the Surviving Corporation to ensure (i) that such honor all obligations under employment or severance agreements of the Company or its Subsidiaries and (ii) pay all benefits accrued through the Effective Time under employee receives credit for his benefit plans, programs, policies and arrangements of the Company or her service its Subsidiaries in accordance with the Companyterms thereof. In furtherance and not in limitation of the foregoing, Parent shall cause the Surviving Corporation to provide, employees of the same extent Company who continue to be employed by the Surviving Corporation or its Subsidiaries as such service was credited under any similar Employee Benefit Plan of the Effective Time ("Continuing Employees") for a period of not less than two (2) years following the Effective Time with (A) annual compensation not less favorable than the annual compensation which they were receiving immediately prior to the Effective Time, and (B) benefits which, in the aggregate, are no less favorable than the benefits provided to similarly situated Parent employees. In addition to the foregoing, for a period of two (2) years following the Effective Time, Parent shall cause the Surviving Corporation or its Subsidiaries to establish and maintain a plan to provide severance and termination benefits to all non-union employees of the Company and its Subsidiaries 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. If Continuing Employees are included in any benefit plan (including without limitation, provision for vacation) of Parent or its Subsidiaries, the Continuing Employees shall receive credit as employees of the Company and its Subsidiaries for service prior to the Effective Time with the Company and its Subsidiaries to the same extent such service was counted under similar Company Benefit Plans for purposes of determining eligibility, vesting, eligibility to participate for retirement and, for any Company Benefit Plan that is not a pension benefit plan, benefit accrual. If Continuing Employees are included in and vesting underany medical, and for purposes dental or health plan other than the plan or plans they participated in as of calculating the benefits underEffective Time, any such Parent Employee Benefit Plan, (ii) that any plans shall not include pre-existing condition limitationsexclusions, waiting periods or except to the extent such exclusions were applicable under the similar limitations under such Parent Employee Company Benefit Plan are waivedas of the Effective Time, and (iii) that such employee receives shall provide credit for any deductibles and co-payments previously applied or made and any deductible previously satisfied with respect to each Continuing Employee in the calendar year of the change. The rights under any similar Employee Benefit Plan. For purposes of this Section 4.65.17 shall survive consummation of the Merger and are expressly intended to benefit each Continuing Employee. Notwithstanding anything contained herein to the contrary, "Current Benefits" nothing in this Section 5.17 shall refer be deemed to benefits available under Employee be a commitment on the part of Parent or the Surviving Corporation to provide employment to any person for any period of time and, except as otherwise provided in this Section 5.17, nothing herein shall be deemed to prevent Parent or the Surviving Corporation from amending or terminating any Company Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansPlan in accordance with its terms.

Employee Benefits. Immediately after the Effective Time(a) Parent shall assume and honor, Parent or shall cause the Surviving Corporation shall cause to be provided assume and honor, all Company Plans pursuant to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as terms of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoingCompany Plans (provided, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be that, except as expressly 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, Parent shall have no obligation under this Agreement to continue to provide benefits thereunder in respect of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after periods following the Effective Time, Parent Time and nothing herein shall use reasonable efforts to ensure (i) that prevent termination of such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior plans). 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 participants as of the 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 (z) to have compensation considered for purposes of determining eligibility calculation of "Final Average Compensation" under the "Old Plan Benefit" portion of the plan (to participate in and vesting underthe extent so considered as of the date hereof). The Company shall, and for purposes as required by law, provide participants with notice of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 amendments required by this Section 4.65.07(a). Nothing herein shall prevent Parent, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plansin its sole discretion, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansfrom terminating such plan in compliance with applicable law at any time after the Effective Time.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for (a) For a period of not less than one (1) year from and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts cause the Surviving Entity to ensure provide all individuals who are employees of the Company or any of its Subsidiaries as of the Effective Time and remain an employee of the Surviving Entity or its successors or assigns or any of their Subsidiaries (iincluding employees who are not actively at work on account of illness, disability or leave of absence) (the “Retained Employees”), while employed by the Surviving Entity or its successors or assigns or any of their Subsidiaries, with base salary and bonus opportunity and benefits (other than those that pertain to equity-based compensation, equity-based benefits and nonqualified deferred compensation programs) that such employee receives credit for his or her service with are no less favorable in the Company, aggregate to the same extent as base salary and bonus opportunity and benefits provided to such service was credited under any similar Employee Benefit Plan Retained Employees immediately prior to the Effective Time. After the Effective Time, the Surviving Entity may terminate Retained Employees for any lawful reason and nothing contained in this Section 8.1 shall be deemed to grant any employee any right to continued employment after the Effective Time, ensure a continued amount of commission-based compensation or interfere with the Surviving Entity’s right or obligation to make such changes as are necessary to conform to applicable Law. Parent shall take all necessary action so that each Retained Employee shall after the Effective Time continue to be credited with the unused vacation and sick leave credited to such employee through the Effective Time under the applicable vacation and sick leave policies of the Company and its Subsidiaries, and Parent shall permit or cause the Company, the Surviving Entity and their Subsidiaries to permit such employees to use such vacation and sick leave in accordance with such policies. Parent shall take all necessary action so that, for all purposes (except for benefit accrual under any defined benefit plan) under each employee benefit plan maintained by Parent or any of determining eligibility its Subsidiaries in which Retained Employees become eligible to participate in and vesting underas of or after the Effective Time, and for purposes of calculating the benefits under, each such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives Person shall be given credit for any co-payments previously made all service with the Company and any deductible previously satisfied under any similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer its Subsidiaries recognized by the Company immediately prior to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansthe Effective Time.

Employee Benefits. Immediately after (a) Buyer agrees that it shall ensure that each employee of Seller, the Effective Time, Parent Company or the Surviving Corporation shall cause to be provided to Company Subsidiaries who continues employment with Buyer, the Surviving Corporation's employees for not less than one year from and Company or any of their respective subsidiaries or affiliates after the Closing Date Current Benefits (as defined belowa “Continuing Employee”) shall be provided with, for 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, with compensation and benefits (excluding equity awards) that areare substantially, in the aggregate, substantially as favorable equal to the compensation and benefits provided by Seller, the Company and the Company Subsidiaries to such employees as the Current Benefits available to them as of the date of this Agreement under the Continuing Employee Benefit Plans. Without limiting the generality of the foregoing, for not less than one year from and after the Closing Date (a) all Surviving Corporation 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 Agreement; provided that nothing herein shall preclude Buyer, the Company prior or Company Subsidiaries from changing the terms and conditions of employment (subject to the execution 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, nothing in 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent Agreement shall use reasonable efforts to ensure be interpreted as (i) that such prohibiting Buyer from converting the employee receives credit for his or her service with the Company, benefits offered to the same extent as such service was credited under Continuing Employees at any similar Employee Benefit Plan immediately prior time during the aforementioned period to the Effective Time, for purposes employee benefits offered by Buyer to comparably situated employees of determining eligibility to participate in Buyer and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Planits affiliates, (ii) that prohibiting the termination of any pre-existing condition limitationsemployee 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, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such conferring, or intending to confer, on any employee receives credit for of Seller, the Company or the Company Subsidiaries a right to continued employment with Buyer or any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planof its affiliates following the Closing. For purposes clarity, Buyer has the right to modify or terminate the employment or terms of this Section 4.6employment of any Continuing Employee, "Current Benefits" shall refer including the right to amend or terminate any employee benefits available under or compensation plan, program or arrangement, after the Closing Date (subject to the foregoing requirement to provide substantially equal compensation and benefits to each Continuing Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansfor the period described above).

Employee Benefits. Immediately after Following the Effective Time, Parent or Gart and the Surviving Corporation shall (i) subject to Section 7.22, continue each Company Plan until at least the earlier of (a) 60 days following the Closing and (b) the date that Gart makes a corresponding plan available to employees of the Surviving Corporation who were employed by the Company or any of its Subsidiaries at the Effective Time, and (ii) cause to be provided, to each of the employees who was employed by the Company or any of its Subsidiaries at the Effective Time and who continues to be employed by the Surviving Corporation or any Affiliate of the Surviving Corporation on the sixtieth day following the Closing ("Employee"), benefits (including, without limitations, benefits under each Company Plan and Company benefit plan) that, taken as a whole, are no less favorable to the Employee than the benefits provided the Employee by the Company and its Subsidiaries immediately prior to the Effective Time unless any of the benefits provided to comparable employees by Gart would be significantly more favorable to the Employee in which event such more favorable benefits will be provided to the Employee as soon as reasonably practicable. Each of Gart and the Surviving CorporationCorporation and its Affiliates shall credit Employees with any amounts paid for the calendar year under the Company's employees medical and dental plans prior to the transition to a new medical or dental program toward satisfaction of the applicable deductible amounts and copayment and deductible maximums under any new medical or dental program. With respect to each Employee, each of Gart and the Surviving Corporation and its Affiliates shall treat service considered by the Company or its Subsidiaries as service with the Company or its Subsidiaries as service with each of Gart and the Surviving Corporation or its Affiliates for not less than one year from purposes of employee benefits and after the Closing Date Current Benefits (as defined below) that arefringe benefits, including, without limitation, vacation benefits, waiting periods, vesting requirements and pre- existing conditions limitations. Notwithstanding anything in the aggregateforegoing to the contrary: (a) none of Gart, substantially as favorable to such employees as the Current Benefits available to them as of Surviving Corporation and any Affiliate thereof shall be required under the date terms of this Agreement under to provide (i) severance benefits or other benefits related to termination of employment, or "stay bonuses" or similar benefits (except that 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 Surviving Corporation employees will continue shall pay the benefits to be provided with the same level of severance benefits provided pursuant to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent adopted 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 employee disclosed in Section 5.18.8 of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit PlanCompany Disclosure Schedule), (ii) that any pre-existing condition limitations, waiting periods sick leave or similar limitations under such Parent Employee Benefit Plan are waivedbenefits, and or (iii) that such employee receives credit for benefits (other than benefits described in Section 7.13 of this Agreement) under equity incentive plans, consistent with or otherwise with reference to any co-payments previously preexisting Company Plan or Company benefit plan (i.e., benefits, if any, in these categories shall be governed exclusively by plans made available by Gart and its Affiliates); (b) none of Gart, the Surviving Corporation and any deductible previously satisfied under Affiliate thereof shall be obligated to continue any similar Employee Benefit Plan. For purposes particular Company Plan or Company benefit plan (except as set forth in Section 7.14 of the Company Disclosure Schedule); and (c) the requirements of this Section 4.67.14 shall remain in effect for a period of twelve months following the Effective Time and then shall expire. The parties hereto agree and acknowledge that this Section 7.14 does not constitute an agreement to continue the employment of any particular Employee or Employees of the Company or any of its Subsidiaries; rather, all Employees will be subject to generally applicable Gart policies concerning employment (including the status of employment as "Current Benefits" shall refer at will"). For the avoidance of doubt, the parties agree that the provisions of Section 10.7 are expressly intended to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansbe applicable to this Section 7.14.

Employee Benefits. Immediately after (a) The Acquiror agrees to permit or cause the Effective TimeCompany or its Subsidiaries to take appropriate action to honor all Compensation Plans in accordance with their terms. The Acquiror agrees that, Parent or except as otherwise specifically provided, the Surviving Corporation shall cause to be provided to employee benefit plans maintained by the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them Company and/or its Subsidiaries as of the date of this Agreement under hereof, will continue until at least December 31, 2002. Thereafter, the Employee Benefit Plans. Without limiting the generality employees of the foregoing, for not less than one year from Company and after the Closing Date (a) all Surviving Corporation 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 its Subsidiaries who are employed by the Company prior and its Subsidiaries on or before the Effective Time will be provided employee pension, welfare and other benefits, fringes, and perquisites that are generally comparable in the aggregate to those provided by the execution Acquiror to similarly situated employees of this Agreement, the Acquiror and its Subsidiaries. The Acquiror will cause each employee benefit plan of the Acquiror and its Subsidiaries in which employees of the Company has provided Parent with accurate and complete copies prior its Subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting thereunder, but not for purposes of benefit accrual, the date hereof and (b) to the extent that any employee service of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service employees with the CompanyCompany and its Subsidiaries as if such service were with the Acquiror and its Subsidiaries, to the same extent as that such service was credited under a comparable plan of the Acquiror and its Subsidiaries. Employees of the Company and its Subsidiaries shall not be subject to any similar Employee Benefit Plan immediately prior waiting periods or pre-existing condition limitations under the medical, dental and health plans of the Acquiror or its Subsidiaries in which they are eligible to participate. Employees of the Company and its Subsidiaries will retain credit for unused sick leave and vacation pay which has been accrued as of the Effective Time and for purposes of determining the entitlement of such employees to sick leave and vacation pay following the Effective Time, for purposes the service of determining eligibility to participate in such employees with the Company and vesting under, its Subsidiaries shall be treated as if such service was with the Acquiror and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries.

Employee Benefits. Immediately after (a) Parent agrees that all employees of the Effective TimeCompany or its Subsidiaries who continue employment with Parent, 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 (as defined below) 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 Surviving Corporation 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 or any employee Subsidiary of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts Time (“Continuing Employees”) will be eligible to ensure participate in: (i) that such Parent’s employee receives credit for his or her service with the Companybenefit 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 each case to 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 plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Parent Benefit Plans”). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of eligibility, vesting and vacation (but not for purposes of benefit accrual) under the Specified Parent Benefit Plans in which such Continuing Employee participates for the years of continuous service was credited under any similar by such Continuing Employee Benefit Plan immediately recognized by the Company or its Subsidiaries prior to the Effective Time, for purposes of determining eligibility to participate in and vesting underprovided, and for purposes of calculating the benefits underthat, such credit (A) does not result in a duplication of benefits, compensation, incentive or otherwise and (B) does not result in an increase in the level of benefits beyond which a similarly situated employee of Parent Employee Benefit Planwould be entitled. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall use its commercially reasonable efforts to: (iiA) that cause to be waived any eligibility requirements or pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, ; and (iiiB) that such employee receives credit for any co-payments previously made and give effect, in determining any deductible previously satisfied under any maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans plans maintained by the Company or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. Immediately after (a) Following the Effective TimeTime until December 31, Parent 2006 (such period referred to herein as the “Benefit Protection Period”), except as otherwise provided in this Section 6.7, Valero shall provide, or the Surviving Corporation shall cause to be provided provided, to individuals who are employees of Premcor and its Subsidiaries immediately before the Surviving Corporation's employees for not less than one year from Effective Time and who continue to be employed by Valero and its Subsidiaries after the Closing Date Current Benefits Effective Time (as defined belowother than those covered by a collective bargaining agreement) (the “Premcor Employees”) compensation and employee benefits (other than compensation and benefits under any Premcor Stock Plans) that are, in the aggregate, substantially not less favorable than those generally provided to Premcor Employees as of the date of this Agreement, as disclosed by Premcor to 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 (which shall not include a termination for cause or voluntary resignation) of any Premcor Employee during the Benefit Protection Period, Valero shall provide, or cause to be provided, to such employees 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 the Current Benefits available to them in effect as of the date of this Agreement under the Employee Benefit Plans. Without limiting the generality of the foregoingthat is applicable to any such Premcor Employee, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue subject 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 such Premcor Employee’s execution of this Agreement, a release of which claims in the Company has provided Parent form regularly used by Valero with accurate respect to similarly situated employees and complete copies prior to the date hereof and (b) to the extent that expiration of any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansapplicable revocation period.

Employee Benefits. Immediately after None of the Effective Timefollowing events has occurred or exists: (i) a failure to fulfill the obligations, Parent or if any, under the Surviving Corporation shall cause minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations and published interpretations thereunder with respect to be provided to the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits a Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period that would reasonably be expected to have a Material Adverse Effect; (ii) that arean audit or investigation by the Internal Revenue Service, in the aggregateU.S. Department of Labor, substantially as favorable the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to such the employment or compensation of employees as the Current Benefits available to them as by any of the date Company or any of this Agreement under the Employee Benefit Plans. Without limiting the generality its Subsidiaries that would reasonably be expected to have a Material Adverse Effect; (iii) any breach of the foregoingany contractual obligation, for not less than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided or any violation of law or applicable qualification standards, with the same level of severance benefits provided to them immediately prior respect to the date employment or compensation of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent employees by the Company prior or any of its Subsidiaries that would reasonably be expected 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 employee have a Material Adverse Effect. None of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts following events has occurred or is reasonably likely to ensure occur: (i) that such employee receives credit for his or her service with a material increase in the Company, aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its Subsidiaries compared to the same extent as amount of such service was credited under any similar Employee Benefit Plan immediately prior to contributions made in the Effective Time, for purposes most recently completed fiscal year of determining eligibility to participate in the Company and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, its Subsidiaries; (ii) that any prea material increase in the "accumulated post-existing condition limitations, waiting periods or similar limitations under retirement benefit obligations" (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its Subsidiaries compared to the amount of such Parent Employee Benefit Plan are waived, obligations in the most recently completed fiscal year of the Company and its Subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA that such employee receives credit for could reasonably be expected to have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company or any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planof its Subsidiaries related to their employment that would reasonably be expected to have a Material Adverse Effect. For purposes of this paragraph, the term "Plan" means a plan (within the meaning of Section 4.6, "Current Benefits" shall refer 3(3) of ERISA) subject to benefits available under Employee Benefit Plans Title IV of ERISA with respect to which the Company or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansany of its Subsidiaries may have any liability.

Employee Benefits. Immediately after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's Purchaser and Stonepath agree that all employees for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 foregoingCompany who continue employment with Company, for not less than one year from and Purchaser or Stonepath after the Closing Date (the "Continuing Employees") shall be eligible to continue to participate in the Company's retirement (specifically, its 401(k) plan), health, vacation and other non-equity based Employee Benefit Plans, as such plans are described in (a) all Surviving Corporation employees will continue the Company's employee policy manual delivered to be provided with the same level of severance benefits provided to them immediately Purchaser prior to the date of this Agreement or (b) the policies listed under those severance Section 3.22 of the Shareholders' Schedules; provided, however, that if Purchaser or Stonepath terminates any retirement, health, vacation or other Employee Benefit Plan of the Company, then the Continuing Employees shall be eligible to participate in Purchaser's or Stonepath's health, vacation and other non-equity based Employee Benefit Plans, to substantially the same extent as employees of Purchaser or Stonepath in similar positions and at similar grade levels. With respect to such benefits and to the extent permitted under applicable employee benefit plans specified in Schedule 3.1(jof Purchaser or Stonepath, (after any necessary or desirable amendments thereto) delivered to Parent credit for service accrued by Continuing Employees (and eligible dependents) for employment with 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 Closing Date shall be recognized (b) except to the extent that any employee necessary to prevent duplication of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Timebenefits), Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Company Employee Benefit Plan) and eligibility waiting periods applicable to any Continuing Employee shall be waived, and employees shall be given credit for amounts paid or similar limitations vesting under such Parent any Company Employee Benefit Plan are waivedduring the same period for purposes of applying deductibles, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable employee benefit plan of Purchaser or Stonepath. With respect to 401(k) plan matters, Continuing Employees shall receive full credit for vesting under any similar Employee Benefit Planthe Company's 401(k) plan and shall continue to receive matching contributions at current rates under the Company's 401(k) plan. For purposes The provisions of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equityterminate at the end of the Earn-based benefit plansOut Period.

Employee Benefits. Immediately after (g) During the Effective Time, Parent or the Surviving Corporation shall cause to be provided to the Surviving Corporation's employees for not less than one (1) year from and after the Closing Date Current Benefits (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after period commencing at the Effective Time, Parent shall use reasonable efforts provide to ensure employees of the Company and its Subsidiaries (ithe “Continuing Employees”) compensation (such term to include salary, bonus opportunities, commissions and severance) and benefits (including the costs thereof to Company Employee Plan participants) that such employee receives credit for his or her service with are in the Companyaggregate, no less favorable than the compensation and benefits being provided to the same extent as such service was credited under any similar Employee Benefit Plan Continuing Employees immediately prior to the Effective Time. Parent agrees that all Continuing Employees 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 each case to 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 plans referred to in clauses “(i)” and “(ii)” of this sentence being referred to as “Specified Benefit Plans”). Each Continuing Employee shall, to the extent permitted by applicable Legal Requirements, receive full credit for purposes of determining eligibility, vesting, level of benefits, vacation and benefit accrual under the Specified Benefit Plans in which such Continuing Employee participates for the years of continuous service by such Continuing Employee recognized #PageNum# by the Company or its Subsidiaries prior to the Effective Time. With respect to any welfare benefit plans maintained by Parent for the benefit of Continuing Employees located in the United States, subject to any applicable plan provisions, contractual requirements or Legal Requirements, Parent shall: (A) cause to be waived any eligibility to participate in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any requirements or pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, ; and (iiiB) that such employee receives credit for any co-payments previously made and give effect, in determining any deductible previously satisfied under any maximum out-of-pocket limitations, to amounts paid by such Continuing Employees with respect to substantially similar Employee Benefit Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans plans maintained by the Company or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansits Subsidiaries during the plan year in which the Effective Time occurs.

Employee Benefits. Immediately Parent agrees that all employees of the Company and its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation on the first business day after the date on which the Effective TimeTime occurs (“Continuing Employees”) shall be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans; provided, however, that (i) nothing in this Section 7.9 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent’s health and welfare benefit plans, to substantially the same extent as similarly situated employees of Parent. To the extent that service is relevant for eligibility, vesting or allowances (including flexible time off) under any health or welfare benefit plan of Parent and/or the Surviving Corporation, then Parent shall ensure that such health or welfare benefit plan shall, for purposes of eligibility, vesting and allowances (including flexible time off) but not for purposes of benefit accrual or where providing service credit will result in duplication of benefits, credit Continuing Employees for service prior to the Effective Time with the Company and its Subsidiaries 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. Parent shall use its reasonable best efforts to (i) cause to be provided to the Surviving Corporation's employees for not less than one year from waived any pre-existing condition limitation and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as eligibility waiting periods under any group health plan 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 Surviving Corporation 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 respect to Continuing Employees and complete copies prior to the date hereof their eligible dependents, and (bii) to the extent that it is commercially reasonable to do so, cause each Continuing Employee to be given credit toward applicable deductibles and annual out-of-pocket limits under any employee group health plan of Parent for all amounts paid prior to Closing and during the Surviving Corporation participates respective plan year in any Parent Employee Benefit Plan after which the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited Time occurs in satisfaction of co-payments and deductibles under any similar group health plan of the Company in which such Continuing Employee Benefit Plan was participating immediately prior to the Effective Time, for purposes of determining eligibility to participate . Nothing in and vesting under, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 4.67.9 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, "Current Benefits" the Surviving Corporation or any other Subsidiary of the Surviving Corporation and the employment of each Continuing Employee shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansbe “at will” employment.

Employee Benefits. Immediately Notwithstanding anything to the contrary contained ----------------- herein, from and after the Effective Time, Parent or the Surviving Corporation shall cause to be provided to will have sole discretion over the hiring, promotion, retention and firing of employees of the Surviving Corporation's . Notwithstanding the immediately preceding sentence, the Surviving Corporation will (i) satisfy all obligations of the Company or any of its Subsidiaries under any existing severance agreement between the Company or any of its Subsidiaries and any of their officers or employees for not less than and (ii) until the expiration of one year from and after the Closing Date Current Benefits Effective Time, satisfy all obligations of the Company or any of its Subsidiaries under their current respective severance policies. The Surviving Corporation will provide for the benefit of employees of the Surviving Corporation who were employees of the Company immediately prior to the Effective Time "employee benefit plans" within the meaning of Section 3(3) of ERISA (as defined belowa) until the expiration of one year after the Effective Time, that are, in the aggregate, substantially as favorable comparable to the "employee benefit plans" provided 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 Surviving Corporation 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 individuals by the Company prior to the execution of this Agreement, of which the Company has provided Parent with accurate and complete copies prior to or any Subsidiary on the date hereof hereof, and (b) thereafter that are, at the election of the Surviving Corporation, either (i) in the aggregate, substantially comparable to the extent that "employee benefit plans" provided to such individuals by the Company or any Subsidiary on the date hereof or (ii) in the aggregate, substantially comparable to the "employee benefit plans" provided to similarly situated employees of the Surviving Corporation participates in or its Subsidiaries who were not employees of the Company or any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan Subsidiary immediately prior to the Effective Time; provided, for purposes however, -------- ------- that notwithstanding the foregoing (A) nothing herein will be deemed to require the Surviving Corporation to modify the benefit formulas under any pension, profit sharing or savings plan of determining eligibility the Company or any Subsidiary in a manner that increases the aggregate expenses thereof as of the date hereof in order to participate in and vesting under, and for purposes comply with the requirements of calculating ERISA or the benefits under, such Parent Employee Benefit PlanCode, (iiB) that employee stock ownership, stock bonus, stock option and similar equity-based plans, programs and arrangements of the Company or any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan of its Subsidiaries are waivednot encompassed within the meaning of the term "employee benefit plans" hereunder, and (iiiC) that such nothing herein will obligate the Surviving Corporation to continue any particular "employee receives credit benefit plan" 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansperiod after the Effective Time.

Employee Benefits. Immediately after the Effective Time(a) The Buyer shall, Parent or the Surviving Corporation shall cause a Designated Purchaser to, offer employment to be each Current Business Employee who is employed in the Business on the day immediately preceding the Closing Date on an “at-will” basis and at a wage and salary level (excluding performance-based or incentive compensation, bonuses and equity-based compensation) that is the same as that provided to such Current Business Employees on the Surviving Corporation's employees for day preceding the Closing Date; provided that each offer to a Non-US Employee shall be an offer at such compensation and benefit levels as required by applicable local law or regulation and as to not less constitute a constructive dismissal. Each such offer that is made to a Current Business Employee who is actively employed in the Business on the day immediately preceding the Closing Date shall be an offer to commence employment on the Closing Date. Each such offer that is made to a Current Business Employee who is not actively at work with the Company or any of its Subsidiaries due to a short- or long-term disability leave or other leave of absence (but not including vacation), will be deemed to offer employment with Buyer or Designated Purchaser, as applicable, effective as of the date such Current Business Employee is willing and able to return to active work status (the “Start Date”); provided that in no event will the Buyer or any Designated Purchaser be obligated to offer a Start Date that is later than one year from and six months after the Closing Date. Such Current Business Employees who accept and commence employment with the Buyer or a Designated Purchaser as of the Closing Date or Start Date, as applicable, shall be referred to as the “Transferred Employees.” With respect to the Liabilities relating to the Current Benefits Business Employees and arising out of the Company Plans, the Buyer shall, as of the Closing Date, assume only (as defined belowi) those Liabilities reflected on the Business Balance Sheet or constituting accrued compensation described in Sections 2.2(a)(ii) or (iii) of this Agreement and that are, in the aggregate, substantially as favorable are directly related to such employees as Current Business Employees’ employment with the Current Benefits available Business, and (ii) the Change in Control Agreements set forth on Schedule 2.2(a)(iv) of the Company Disclosure Schedule to them as the extent that any Liabilities related to such Change in Control Agreements are attributable to a termination of employment with the Buyer or a Designated Purchaser following the Closing. The Buyer shall not assume any other Liabilities (other than Assumed Liabilities) relating to any Business Employee, including any Liabilities arising (whether under applicable Law or otherwise) from or relating to the employment or termination of employment of any Business Employee on or prior to the Closing Date. The Company shall promptly notify the Buyer if any Business Employee employed by the Company or any of its Subsidiaries either (i) commences a short- or long-term disability leave or other leave of absence (but not including vacation) during the period of time commencing with 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 ending on the Closing Date (a) all Surviving Corporation 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 AgreementDate, of which the Company has provided Parent with accurate and complete copies prior to the date hereof and (b) to the extent that any employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that returns to active employment from any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansleave.

Employee Benefits. Immediately (a) From and after the Effective Time, Parent shall honor, or the Surviving Corporation shall cause one of its subsidiaries (including the Company) to honor, all contractual obligations under the Company Benefit Plans and Parent Benefit Plans (including, without limitation, and in accordance with the terms thereof, the arrangements identified on ‎Section 6.11 of the Company Disclosure Letter and ‎Section 6.11 of the Parent Disclosure Letter, as applicable). For all purposes under the employee benefit plans of Parent and its subsidiaries (including the Company) providing benefits to any Continuing Employee after the Effective Time (the ”New Plans”), and subject to Applicable Law, each Continuing Employee shall be provided credited with his or her years of service with the Company, Parent or any of their respective subsidiaries, as the case may be, before the Effective Time, to the Surviving Corporation's employees same extent as such Continuing Employee was entitled, before the Effective Time, to credit for not less than one year from and after the Closing Date Current Benefits (as defined below) 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 service under the Employee any similar Company Benefit Plans or Parent Benefit Plans, as applicable, except to the extent such credit would result in a duplication of benefits and except for benefit accruals under any defined benefit pension plan. Without In addition, and without limiting the generality of the foregoing, for not less than one year from and after the Closing Date subject to any Applicable Law: (ai) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Surviving Corporation 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 New Plans which are welfare benefit 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 employee of the Surviving Corporation participates in any Parent Employee coverage under such New Plan replaces coverage under a comparable Company Benefit Plan after or Parent Benefit Plan, as applicable, in which such Employee participated immediately before the Effective TimeTime (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent or the Company, as applicable, shall use reasonable best efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that any cause all pre-existing condition limitationsexclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, waiting periods and Parent or similar limitations the Company, as applicable, shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such Parent Employee Benefit New Plan are waived, and (iii) 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 4.6satisfying all deductible, "Current Benefits" shall refer coinsurance and maximum out-of-pocket requirements applicable to benefits available under such Continuing Employee Benefit Plans and his or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansher covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Employee Benefits. Immediately (a) During the period commencing on the Effective Time and ending on the first anniversary thereof, IP shall provide (or shall cause the Surviving Corporation to provide) employees of UCC and the UCC Subsidiaries with salary and benefits under employee benefit plans that are no less favorable in the aggregate than those currently provided by UCC and the UCC Subsidiaries to such employees (including, without limitation, benefits pursuant to qualified and nonqualified retirement plans, savings plans, medical, dental, disability and life insurance plans and programs, deferred compensation arrangements, bonus and incentive compensation plans, and retiree benefit plans, policies and arrangements). For purposes of any employee benefit plan or arrangement maintained by IP, the Surviving Corporation or any IP Subsidiary, IP shall recognize (or cause to be recognized) service with UCC and the UCC Subsidiaries and any predecessor entities (and any other service credited by UCC under similar benefit plans) for all purposes (including, without limitation, for vesting, eligibility to participate, severance, and benefit accrual, provided, however, that solely to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by IP, the Surviving Corporation or an IP Subsidiary may be reduced by amounts payable under similar UCC Employee Plans with respect to the same periods of service). Any benefits accrued by employees of UCC or any UCC Subsidiary prior to the Effective Time under any defined benefit pension plan of UCC or any UCC Subsidiary that employ a final average pay formula shall be calculated based on such employees' final average pay with IP, the Surviving Corporation or any IP Subsidiary or other Affiliate employing such employees. From and after the Effective Time, Parent or the Surviving Corporation IP shall, and 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 (as defined below) that areIP Subsidiaries to, 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan 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 Parent Employee Benefit Plan, (ii) that waive any pre-existing condition limitations, waiting periods or similar limitations and credit any deductibles and out-of-pocket expenses that are applicable and/or covered under such Parent the UCC Employee Benefit Plan are waivedPlans, and (iii) that such employee receives credit for any co-payments previously made are incurred by the employees and any deductible previously satisfied under any similar Employee Benefit Plantheir beneficiaries during the portion of the calendar year prior to participation in the benefit plans provided by IP, the Surviving Corporations and the IP Subsidiaries. For purposes The provisions of this Section 4.6, "Current Benefits" 7.04 shall refer not create in any employee or former employee of UCC or any UCC Subsidiary any rights to benefits available under Employee Benefit Plans employment or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit planscontinued employment with IP or UCC or any of their respective Subsidiaries or Affiliates.

Employee Benefits. Immediately after As of the Effective Time, Parent subject to any overriding legal and regulatory requirements, Tangoe shall provide employees of Traq who are employed by Tangoe 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 (as defined below) 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 Surviving Corporation 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan its Subsidiaries after the Effective Time, Parent shall use reasonable efforts to ensure Time (ithe “Continuing Employees”) that such employee receives credit for his or her service with the Company, to at least the same extent compensation as what each such service was credited under any similar Continuing Employee Benefit Plan immediately prior received as an employee of Traq and with no less than substantially the same benefits in the aggregate as those provided to the Effective Time, for similarly situated employees of Tangoe. For purposes of determining eligibility to participate in participate, vesting and vesting under, and entitlement to benefits where length of service is relevant (including for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (iivacation accrual) that under any pre-existing condition limitations, waiting periods or similar limitations under such Parent Tangoe Employee Benefit Plan are waived(other than a defined benefit plan) and to the extent permitted by applicable law, Tangoe shall provide that the Continuing Employees shall receive service credit under each Tangoe Employee Benefit Plan (other than a defined benefit plan) for their period of service with Traq and its Subsidiaries and predecessors prior to the Closing, except where doing so would cause a duplication of benefits. Tangoe shall use all reasonable efforts to cause the applicable insurers to waive all limitations as to preexisting conditions exclusions (iii) or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the continuing Employees under any medical, dental and vision plans that such employee receives credit employees may be eligible to participate in after the Closing Date. Tangoe shall either continue through the end of the current benefit year the flexible spending arrangement plan of Traq, or permit the transfer of the Continuing Employees’ election and current account balances from the flexible spending arrangement plan of Traq to the flexible spending arrangement plan of Tangoe. Tangoe shall honor all elections made under Traq’s flexible spending arrangement plan. For the avoidance of doubt, nothing herein shall obligate Tangoe or any of its Subsidiaries to employ any given Continuing Employee or to continue such compensation, benefits and other terms and conditions of employment for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planparticular period of time. For purposes The provisions of this Section 4.65.11 shall not be deemed or construed as an amendment of any employee benefit plan. No Continuing Employee is an intended third party beneficiary of this Section 5.11, "Current Benefits" and no Continuing Employee shall refer have the right to benefits available under Employee Benefit Plans enforce this Section 5.11 or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansclaim rights hereunder.

Employee Benefits. Immediately (a) Parent covenants and agrees that, during the period commencing at the Effective Time through at least December 31, 2001, it will provide (or shall cause the Surviving Corporation to provide) nonrepresented current and former employees of the Company and its Subsidiaries with salary and benefits under employee benefit plans that are no less favorable, in the aggregate, than those currently provided by the Company and its Subsidiaries to such employees (including, without limitation, benefits pursuant to qualified and nonqualified retirement plans, savings plans, medical, dental, disability and life insurance plans and programs, deferred compensation arrangements, bonus and incentive compensation plans, and retiree benefit plans, policies and arrangements). Parent shall cause the Surviving Corporation to recognize service with the Company and its Subsidiaries and any predecessor entities (and any other service credited by the Company under similar benefit plans) for all purposes (including for vesting, eligibility to participate, severance, and benefit accrual); and Parent and the Surviving Corporation shall recognize (or cause to be recognized) service with the Company and its Subsidiaries and any predecessor entities (and any service credited by the Company under similar benefit plans) for purposes of vesting, eligibility to participate and severance under any employee benefit plan or arrangement maintained by Parent, the Surviving Corporation or any Subsidiary or Affiliate of Parent and for purposes of benefit accrual under any employee welfare benefit plan or arrangement maintained by Parent, the Surviving Corporation or any Subsidiary or Affiliate of Parent; provided, however, that solely to the extent necessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent, the Surviving Corporation or a Parent Subsidiary may be reduced by amounts payable under similar Company Employee Benefit Plans with respect to the same periods of service. Any benefits accrued by employees of the Company or any Subsidiary of the Company prior to the Effective Time under any defined benefit pension plan currently maintained by the Company or any Subsidiary of the Company that employs a final average pay formula shall be calculated based on the employees' final average pay with Parent, the Surviving Corporation or any Parent Subsidiary or other Affiliate employing the employees for as long as the current final average pay benefit formula under such plan is in effect. From and after the Effective Time, Parent or and the Surviving Corporation shall, and Parent shall cause to be provided to the Surviving Corporation's employees for not less than one year from Subsidiaries and after the Closing Date Current Benefits Affiliates of Parent to, (as defined belowi) 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 Surviving Corporation 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) waive any pre-existing condition limitations to the extent that any employee of the Surviving Corporation participates in any Parent employees or their beneficiaries are not subject to such pre-existing condition limitations under the comparable Company Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately Plans 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 Parent Employee Benefit Plan, (ii) credit any deductibles and out-of-pocket expenses that any pre-existing condition limitations, waiting periods or similar limitations are applicable and/or covered under such Parent Employee Benefit Plan are waived, and (iii) 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 the Company Employee Benefit Plans, other than benefits available under stock option plansand are incurred by the employees and their beneficiaries during the portion of the calendar year prior to participation in the benefit plans provided by Parent, stock purchase plans the Surviving Corporation and other equity-based benefit plansany Subsidiary or Affiliate of Parent. The provisions of this Section 7.15 shall not create in any employee or former employee of the Company or any Subsidiary of the Company any rights to employment or continued employment with Parent, the Surviving Corporation or the Company or any of their respective Subsidiaries or Affiliates or any right to specific terms or conditions of employment.

Employee Benefits. Immediately (a) VMARK will maintain without change for a period of twelve months after the Effective TimeTime each severance program and policy of UNIDATA listed in Schedule 2.13(d) (including any such plan, Parent program or the Surviving Corporation shall cause to be provided policy that is subject to the Surviving Corporation's employees for not less than one year from and after approval of the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them Board of Directors of UNIDATA 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 (aAgreement) all Surviving Corporation employees will continue with respect to be provided with the same level of severance benefits provided to them each VMARK employee who was employed by UNIDATA immediately prior to the date Effective Time and for purposes of this Agreement under those any such severance plans specified program or policy and any severance program and policy which UNIDATA was required to maintain by law; except as set forth in Schedule 3.1(jSection 5.14(d) delivered below, VMARK will give full credit to Parent such VMARK employee for all service performed for UNIDATA. VMARK will honor all severance and retention agreements in effect as of the Effective Time. (b) With respect to each VMARK Employee Plan, each VMARK employee employed by the Company UNIDATA immediately prior to the execution Effective Time shall receive credit for all service performed for UNIDATA; such service credit shall apply for all purposes, including but not limited to, any vacation, sick time, insurance or other benefits and any eligibility or vesting requirements under any VMARK Employee Plan. (c) As of this Agreementthe Effective Time, of which the Company has provided Parent with accurate and complete copies each VMARK employee employed by UNIDATA immediately prior to the date hereof Effective Time shall be enrolled in the Group Health Benefit Plan for Employees of VMARK, or any successor plan thereto ("Group Health Plan") and (b) shall be entitled to participate in the Group Health Plan without limitation or exclusion for any preexisting conditions applicable to any such employee or his enrolled dependents, except to the extent that any employee of such preexisting condition limitation or exclusion applied to such individual under the Surviving Corporation participates in any Parent Employee Benefit Plan after group health plan provided by UNIDATA prior to the Effective Time. For purposes of participation in the Group Health Plan, Parent each VMARK employee employed by UNIDATA immediately prior to the Effective Time shall use reasonable efforts to ensure (i) that also receive credit for all payments made toward deductible, co-payment and out-of-pocket limits under the group health plan of UNIDATA in which such employee receives credit for his or her service with the Company, was a participant immediately prior to the same extent Effective Time for the plan year which includes the Effective Time as if such service was credited payments had been made for similar purposes for such period under any similar Employee Benefit the Group Health Plan by an employee employed by VMARK immediately prior to the Effective Time. (d) As soon as practicable after the Effective Time, VMARK will provide to each executive officer of UNIDATA that VMARK employs after the Merger (as listed on Schedule 5.14(d)) with a split-dollar insurance arrangement that provides substantially similar economic and other terms to those existing for current VMARK executives, provided, that for purposes of determining eligibility to participate in and vesting underof these agreements, and for purposes each employee shall be considered a new employee of calculating VMARK as of the benefits under, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit PlanEffective Time. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans5.15.

Employee Benefits. Immediately (a) From and after the Effective Time, Parent subject to applicable law and except as contemplated hereby, Purchaser and the Purchaser Subsidiaries will honor, in accordance with their terms, all employee benefit plans, programs, agreements or arrangements of the Surviving Corporation Company and the Company Subsidiaries in effect as of the date hereof (or as modified in accordance with Section 6.1 hereof) (the "Company Plans"); provided, however, that nothing herein shall cause to be provided to the Surviving Corporation's employees for not less than one year preclude any change effected on a prospective basis in any Company Plan from and after the Closing Date Current Benefits (Effective Time. Purchaser and the Purchaser Subsidiaries will provide benefits to employees of the Company and the Company Subsidiaries who become employees of Purchaser and the Purchaser Subsidiaries or continue after the Effective Time as defined below) that areemployees of the Company or the Company Subsidiaries which will not, in the aggregate, substantially as be materially less favorable than those provided to other similarly situated employees of Purchaser, Sub and the Purchaser Subsidiaries from time to time; provided, however, that Purchaser and the Purchaser Subsidiaries shall be deemed to have satisfied the foregoing requirement if benefits are provided 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 that are no less favorable than one year from and after the Closing Date (a) all Surviving Corporation employees will continue to be provided with the same level of severance benefits those provided to them immediately prior to the date of this Agreement under those severance plans specified in Schedule 3.1(j) delivered to Parent such employees 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Company, to the same extent as such service was credited under any similar Employee Benefit Plan immediately prior to the Effective Time. With respect to the employee benefit plans, programs, agreements or arrangements of Purchaser and the Purchaser Subsidiaries in effect as of the date hereof (or as modified in accordance with Section 6.2 hereof) (the "Purchaser Plans"), Purchaser and the Surviving Corporation shall grant all employees of the Company and the Company Subsidiaries from and after the Effective Time credit for purposes service with the Company and the Company Subsidiaries, their affiliates and predecessors prior to the Effective Time for all purposes, other than the accrual of determining eligibility to participate in benefits for which such service was recognized by the Company and vesting under, and for purposes of calculating the Company Subsidiaries. To the extent the Purchaser Plans provide medical or dental welfare benefits underafter the Effective Time, such Parent Employee Benefit Plan, (ii) that any plans shall waive pre-existing condition limitationsconditions and actively-at-work exclusions to the extent such exclusions have been satisfied in similar Company Plans and shall provide that any expenses incurred on or before the Effective Time shall be taken into account under deductible, waiting periods or similar limitations coinsurance and maximum out-of-pocket provisions under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Purchaser Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately after For at least one year following the Effective Time, the Parent shall, or shall cause its Subsidiaries to, provide the employees of the Company who are employed by the 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 (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them as any 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 Surviving Corporation employees will continue to be provided with the same level of severance benefits provided to them its Subsidiaries 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure Time ("Company Employees") (i) that such employee receives credit for his or her service with the Company, to substantially the same extent base salary and wages on substantially the same terms and conditions as such service was credited under any similar Employee Benefit Plan those in effect immediately prior to the Effective Time, and (ii) employee benefits that are no less favorable in the aggregate to the Company Plans provided to Company Employees immediately prior to the Effective Time. Following the Effective Time, the Parent agrees that the Parent shall, or shall 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 Company 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 generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan 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 determining eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participate in and vesting underany Company Employee, and for purposes of calculating the benefits under, such Parent Employee Benefit Plan, (ii) that any shall cause all pre-existing condition limitationsexclusions 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, waiting periods and Parent shall cause any eligible expenses incurred by such employee and his or similar limitations 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 Parent Employee Benefit New Plan are waivedfor purposes of satisfying all deductible, coinsurance and (iii) that maximum out of pocket requirements applicable to such employee receives credit and his or her covered dependents for any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit the applicable plan year as if such amounts had been paid in accordance with such New Plan. For purposes of this Section 4.6, "Current Benefits" shall refer to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.

Employee Benefits. Immediately Buyer shall be responsible for all covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Business Employee prior to, on, or after the Effective Time, Closing Date; provided that Parent shall pay or reimburse Buyer or one of its Affiliates for the out-of-pocket costs of any such medical or dental claims that arose prior to the Closing Date to the extent such claims are not reflected in the Closing Date Working Capital or covered by stop loss insurance. Buyer shall also be responsible for providing any former employee of Parent or any of its Affiliates, other than the Surviving Corporation Business Employees, whose “qualifying event,” within the meaning of Section 4980B(f) of the Code, occurs prior to the Closing Date (and such former employee’s “qualified beneficiaries” within the meaning of Section 4980B(f) of the Code) with the continuation of group health coverage required by COBRA; provided that Parent shall pay or reimburse Buyer or one of its Affiliates for the out-of-pocket costs of any claims incurred by such former employees and their qualified beneficiaries during such period of coverage to the extent such claims are not covered by stop loss insurance, and reduced by any premiums received by Buyer or its Affiliates. Parent shall further pay or reimburse Buyer or one of its Affiliates for any incremental increases in stop loss insurance premiums incurred by Buyer or any of its Affiliates as a result of Buyer’s responsibilities and obligations set forth in the foregoing sentences. Subject to the foregoing sentences, Buyer and the Group Companies shall have the liability and obligation for, and neither Parent nor any of its Affiliates shall have any liability or obligation for: (l) any short-term disability and sick pay or salary continuation benefits; and (2) any medical, dental, life insurance, long-term disability or other welfare benefit claims incurred by Business Employees. Buyer shall, or shall cause its Affiliates to, use commercially reasonable efforts to be provided 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 to provide health insurance, life insurance and/or disability benefits with respect to each Continuing Employee who has, prior to the Surviving Corporation's employees Closing Date, satisfied, under Parent’s or its Affiliates’ comparable plans, the comparable eligibility, insurability or other requirements referred to in this sentence. Buyer shall, or shall cause its Affiliates to, use commercially reasonable efforts to recognize the dollar amount of all co-insurance, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing Date occurs for not less than one year purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which each Continuing Employee will be eligible to participate from and after the Closing Date Current Benefits (as defined below) 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 Date. Each Continuing Employee Benefit Plans. Without limiting the generality of the foregoingshall, for not less than one year from purposes of determining such Continuing Employee’s eligibility to participate in, vesting and after calculating the Closing Date (a) benefit accrual for paid time off and severance, under all Surviving Corporation employees will continue to employee benefit plans, programs and arrangements of Buyer and its Affiliates, be provided credited with the same level service 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 such Continuing Employee with 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 employee of the Surviving Corporation participates in any Parent Employee Benefit Plan after the Effective Time, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service with the Companyits Affiliates, to the same extent as if such service was credited under had been performed for Buyer or any similar Employee Benefit Plan immediately prior of its Affiliates. In addition to the Effective Timeforegoing, for purposes of determining eligibility to participate in and vesting underBuyer shall, and for purposes of calculating the benefits underor shall cause its Affiliates to, such Parent Employee Benefit Plan, (ii) that any pre-existing condition limitations, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) 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 Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plans.use commercially reasonable efforts to:

Employee Benefits. Immediately after For the period commencing at the Effective TimeTime and concluding on December 31, 2015 (the “Benefit Period”), Parent or shall cause the Surviving Corporation shall cause to be provided (i) provide to each service provider of the Surviving Corporation's employees for not less than one year from and after the Closing Date Current Benefits (as defined below) that are, in the aggregate, substantially as favorable to such employees as the Current Benefits available to them Company or its Subsidiaries 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 Surviving Corporation 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 Effective Time who remains or becomes an employee of the Surviving Corporation participates in any Parent Employee Benefit Plan or one of its Affiliates immediately after the Effective TimeTime (the “Continuing Employees”) with, Parent shall use reasonable efforts to ensure (i) that such employee receives credit for his or her service during their period of employment with the CompanySurviving Corporation or one of its Affiliates in the Benefit Period, an annual rate of base salary or wages, as applicable, and the cash incentive compensation target amount opportunity that are no less favorable than the annual rate of base salary or wages, as applicable, and the cash incentive compensation target amount opportunity provided to such Continuing Employee by the same extent as such service was credited under any similar Employee Benefit Plan Company and its Subsidiaries immediately prior to the Effective Time, and (ii) provide the Continuing Employees with employee benefits (excluding any equity-based compensation) that are no less favorable in the aggregate to the employee benefits (excluding any equity-based compensation) provided to such employees by the Company and its Subsidiaries, to the extent disclosed in Section 2.10(a) of the Company Disclosure Schedule, immediately prior to the Effective Time under the Company Benefit Plans. Parent agrees that, during the Benefit Period, the Surviving Corporation shall cause the Surviving Corporation’s employee benefit plans established following the Closing Date (if any) and any other employee benefit plans covering the Continuing Employees following the Effective Time (collectively, the “Post-Closing Plans”), to recognize the service of each Continuing Employee for purposes of determining eligibility eligibility, vesting and determination of the level of vacation or severance benefits (but not for benefit accrual purposes under a defined benefit pension plan) under the Post-Closing Plans, to the extent such service was recognized for the same purpose under the corresponding Company Benefit Plan as of the Effective Time and such recognition does not result in the duplication of any benefits. For the calendar year including the Effective Time, the Continuing Employees shall be credited with amounts to satisfy any deductible, co-payment, out-of-pocket maximum or similar requirements under the Post-Closing Plans that provide medical, dental and other welfare benefits (collectively, the “Post-Closing Welfare Plans”) to the extent of amounts that were previously credited for such Continuing Employee for the same purposes under comparable Company Benefit Plans that provide medical, dental and other welfare benefits immediately prior to the Effective Time. As of the Effective Time, any waiting periods, pre-existing condition exclusions and requirements to show evidence of good health contained in any Post-Closing Welfare Plans that is a group health plan shall be waived with respect to the Continuing Employees (except to the extent any such waiting period, pre-existing condition exclusion, or requirement of show evidence of good health was already in effect with respect to such employees and had not been satisfied under the applicable Company Benefit Plan in which the participant participated or was otherwise eligible to participate in immediately prior to the Effective Time). As of the Effective Time, Parent shall cause the Surviving Corporation and vesting underits Subsidiaries to honor in accordance with their terms (including any right to amend or terminate), all Company Benefit Plans to the extent disclosed in Section 2.10(a) of the Company Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation and for purposes its Subsidiaries shall honor the terms of calculating all works council, labor or collective bargaining agreements by which the benefits underCompany or its Subsidiaries are bound that are in effect as of the Effective Time, such Parent Employee each as set forth in Section 2.11 of the Company Disclosure Schedule. Notwithstanding anything in this Section 4.12 to the contrary, nothing in this Agreement, whether express or implied, shall (i) be treated as an amendment or other modification of (or limited the ability of the Surviving Corporation or its Affiliates to amend, modify or terminate) any Company Benefit Plan, Post-Closing Plan, or any other employee benefit plans or compensation arrangements of the Company or its Subsidiaries, (ii) that constitute a guarantee of employment for any pre-existing condition limitationsemployee of the Company or any of its Subsidiaries or confer upon any Person other than the parties hereto any rights or remedies hereunder, waiting periods or similar limitations under such Parent Employee Benefit Plan are waived, and (iii) that such employee receives credit for limit the ability of Parent, the Surviving Corporation, and of their Affiliates to amend, modify, or terminate any co-payments previously made and any deductible previously satisfied under any similar Employee Benefit Planbenefit plan or compensation plan, policy, or arrangement (or the terms, including performance targets, thereof). For purposes The provisions of this Section 4.64.12 are for the sole benefit of Parent and the Company, "Current Benefits" and no Continuing Employee shall refer have status as a third party beneficiary with respect to benefits available under Employee Benefit Plans or Parent Employee Benefit Plans, other than benefits available under stock option plans, stock purchase plans and other equity-based benefit plansany provision hereof.