Common use of Employee Compensation and Benefit Programs Clause in Contracts

Employee Compensation and Benefit Programs. As of the Implementation Date, all of the Applicants' existing retirement income plans, welfare benefit plans, severance policies and other employee-related plans and programs set forth in a CCAA Plan Supplement [7A] under the U.S. Plan, shall remain in effect, as amended, and thesuch other plans and programs specifically set forth in another CCAA Plan Supplement [7B] under the U.S. Plan(collectively referred to herein as the "Terminated Employee Plans") shall be terminated., without compensation, in accordance with their terms. After the Implementation Date, the Reorganized Debtors shall have the sole authority to terminate, amend or implement pension plans, retirement income plans, welfare benefit plans and other plans and programs for employees in accordance with the terms of such plans and applicable Law. #10517867 v42 The Applicants' or Reorganized Debtors' performance of any employment agreement, plan or policy that is not a Terminated Employee Plan will not entitle any Person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Implementation Date, or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program or plan. Nothing in this CCAA Plan and the U.S. Plan shall limit, diminish, or otherwise alter the Reorganized Debtors' defenses, claims, causes of action, or other rights with respect to any such contracts, agreements, policies, programs, and plans. Notwithstanding anything to the contrary contained herein, on and after the Implementation Date, all retiree benefits (as that term is defined in Section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Law.

Employee Compensation and Benefit Programs. As of the Implementation DateAll employment agreements and severance policies, and all of the Applicants' existing retirement income plansemployment, welfare compensation and benefit plans, severance policies and other employee-related plans policies, and programs set forth of the Company Parties applicable to any of its employees and retirees, including, without limitation, all workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, SERP plans, healthcare plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans, shall be treated under the Plan in a CCAA Plan Supplement [7A] under manner acceptable to the U.S. Plan, shall remain Required Consenting Noteholders; provided that the assumption of the Company Parties’ (as applicable) key employee retention program for “Tier 2” non-executive employees in effect, as amended, and thesuch other plans and programs specifically set forth an amount not to exceed $5 million in another CCAA Plan Supplement [7B] under the U.S. Plan(collectively referred to herein as aggregate (the "Terminated Employee Plans"“Tier 2 KERP”) shall be terminated.deemed acceptable to the Required Consenting Noteholders. Any amounts outstanding under the Tier 2 KERP shall be paid no later than the Plan Effective Date. Tax Issues As reasonably determined by the Company and the Required Consenting Noteholders, without compensationupon emergence from the Chapter 11 Cases, the reorganized Company may be structured as a real estate investment trust (“REIT”) and the Transaction shall, subject to the terms and conditions of the RSA, be structured to achieve a tax-efficient structure, in accordance a manner reasonably acceptable to the Company and the Required Consenting Noteholders. Exemption from SEC Registration The issuance of all securities in connection with their terms. After the Implementation DatePlan, including the New Notes, the Reorganized Debtors shall have New Convertible Notes (including any securities issued in the sole authority to terminateevent of conversion thereof), amend or implement pension plansin each case, retirement income plansif issued, welfare benefit plans and other plans and programs for employees in accordance the New Common Equity Interests, will be exempt from registration with the terms of such plans U.S. Securities and applicable Law. #10517867 v42 The Applicants' or Reorganized Debtors' performance of any employment agreement, plan or policy that is not a Terminated Employee Plan will not entitle any Person to any benefit or alleged entitlement Exchange Commission under any policy, program, or plan that has expired or been terminated before the Implementation Date, or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program or plan. Nothing in this CCAA Plan and the U.S. Plan shall limit, diminish, or otherwise alter the Reorganized Debtors' defenses, claims, causes of action, or other rights with respect to any such contracts, agreements, policies, programs, and plans. Notwithstanding anything to the contrary contained herein, on and after the Implementation Date, all retiree benefits (as that term is defined in Section 1114 section 1145 of the Bankruptcy Code). Registration Rights The Company shall enter into a registration rights agreement with each of the Consenting Noteholders and Consenting Crossholders (unless such Consenting Noteholder or Consenting Crossholder opts out) relating to the registration of the resale of the New Common Equity Interests (including any New Common Equity Interests issued upon the conversion of the New Convertible Notes, if any), and to the extent the reorganized Company is not public post-emergence, shall continue be post-IPO registration rights. The registration rights agreement shall contain customary terms and conditions, including provisions with respect to demand rights, piggyback rights, shelf rights (including as to minimum ownership requirements), and blackout periods and shall be reasonably acceptable to the Company and Required Consenting Noteholders. Other registration rights and terms to be paid in accordance with applicable Lawdetermined by the Required Consenting Noteholders, which shall be reasonably acceptable to the Company.

Employee Compensation and Benefit Programs. As of the Implementation Effective Date, all of the Applicants' Debtors’ existing retirement income pension plans, welfare benefit plans, severance policies and other employee-related plans and programs programs, including the Debtors’ existing U.S. qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, set forth in a CCAA Plan Supplement [7A] under the U.S. Plan, shall remain in effect, as amended, and thesuch other the plans and programs specifically set forth in another CCAA Plan Supplement [7B] under , including all of the U.S. Plan(collectively Debtors’ existing non-qualified and non- registered plans, (such terminated non-qualified and non-registered plans and programs referred to herein as, the “Terminated Pension Plans” and all such terminated or rejected plans and programs collectively referred to herein as the "“Terminated Employee Plans"”) shall be terminated.terminated and, without compensationto the extent applicable, in accordance with their termsdeemed rejected pursuant to section 365 of the Bankruptcy Code. After the Implementation Effective Date, the Reorganized Debtors shall have the sole authority to terminate, amend or implement pension plans, retirement income U.S. qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, welfare benefit plans and other plans and programs for employees in accordance with the terms of such plans and applicable Lawlaw. #10517867 v42 The Applicants' form and substance of the employee compensation and benefit programs assumed by the Debtors set forth in Plan Supplement 7A shall be reasonably acceptable to the Creditors Committee. The Debtors’ or Reorganized Debtors' ’ performance of any employment agreement, plan or policy that is not a Terminated Employee Plan will not entitle any Person person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Implementation Effective Date, or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program or plan. Nothing in this CCAA Plan and the U.S. Plan shall limit, diminish, or otherwise alter the Reorganized Debtors' ’ defenses, claims, causes Causes of actionAction, or other rights with respect to any such contracts, agreements, policies, programs, and plans. Notwithstanding anything to the contrary contained herein, on and after the Implementation Effective Date, all retiree benefits (as that term is defined in Section section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Lawlaw.

Employee Compensation and Benefit Programs. As of the Implementation Effective Date, all of the Applicants' Debtors’ existing retirement income pension plans, welfare benefit plans, severance policies and other employee-related plans and programs programs, including the Debtors’ existing U.S. qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, set forth in a CCAA Plan Supplement [7A] under the U.S. Plan, shall remain in effect, as amended, and thesuch other the plans and programs specifically set forth in another CCAA Plan Supplement [7B] under , including all of the U.S. Plan(collectively Debtors’ existing non-qualified and non-registered plans, (such terminated non-qualified and non-registered plans and programs referred to herein as, the “Terminated Pension Plans” and all such terminated or rejected plans and programs collectively referred to herein as the "“Terminated Employee Plans"”) shall be terminated.terminated and, without compensationto the extent applicable, in accordance with their termsdeemed rejected pursuant to section 365 of the Bankruptcy Code. After the Implementation Effective Date, the Reorganized Debtors shall have the sole authority to terminate, amend or implement pension plans, retirement income U.S. qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, welfare benefit plans and other plans and programs for employees in accordance with the terms of such plans and applicable Lawlaw. #10517867 v42 The Applicants' form and substance of the employee compensation and benefit programs assumed by the Debtors set forth in Plan Supplement 7A shall be reasonably acceptable to the Creditors Committee. The Debtors’ or Reorganized Debtors' ’ performance of any employment agreement, plan or policy that is not a Terminated Employee Plan will not entitle any Person person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Implementation Effective Date, or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program or plan. Nothing in this CCAA Plan and the U.S. Plan shall limit, diminish, or otherwise alter the Reorganized Debtors' ’ defenses, claims, causes Causes of actionAction, or other rights with respect to any such contracts, agreements, policies, programs, and plans. Notwithstanding anything to the contrary contained herein, on and after the Implementation Effective Date, all retiree benefits (as that term is defined in Section section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Lawlaw.

Employee Compensation and Benefit Programs. As of the Implementation Effective Date, 6.9 all of the Applicants' Debtors’ existing [retirement income income]pension plans, welfare benefit plans, severance policies and other employee-related plans and programs set forth in a CCAA Plan Supplement 7A, including [all ]the Debtors’ existing U.S. [and Canadian Pension Plans]qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, set forth in Plan Supplement 7A] under the U.S. Plan, shall remain in effect, as amended, and thesuch other the plans and programs specifically set forth in another CCAA Plan Supplement [7B] under [ shall be terminated; ], including all of the U.S. Plan(collectively Debtors’ existing non-qualified and non-registered plans, (such terminated non-qualified and non-registered plans and programs referred to herein as, the “Terminated Pension Plans” and all such terminated or rejected plans and programs collectively referred to herein as the "“Terminated Employee Plans"”) shall be terminated.terminated and, without compensationto the extent applicable, in accordance with their termsdeemed rejected pursuant to section 365 of the Bankruptcy Code. After the Implementation Effective Date, the Reorganized Debtors shall have the sole authority to terminate, amend or implement pension plans, implement[ retirement income income] U.S. qualified defined contribution plans and Canadian registered defined benefit and defined contribution plans, welfare benefit plans and other plans and programs for employees in accordance with the terms of such plans and applicable Lawlaw. #10517867 v42 The Applicants' form and substance of the employee compensation and benefit programs assumed by the Debtors set forth in Plan Supplement 7A shall be reasonably acceptable to the Creditors Committee. The Debtors’ or Reorganized Debtors' ’ performance of any employment agreement, plan or policy that is not a Terminated Employee Plan will not entitle any Person person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Implementation Effective Date, or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program or plan. Nothing in this CCAA Plan and the U.S. Plan shall limit, diminish, or otherwise alter the Reorganized Debtors' ’ defenses, claims, causes Causes of actionAction, or other rights with respect to any such contracts, agreements, policies, programs, and plans. Notwithstanding anything to the contrary contained herein, on and after the Implementation Effective Date, all retiree benefits (as that term is defined in Section section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Lawlaw.