Common use of Employee Compensation and Benefit Programs Clause in Contracts

Employee Compensation and Benefit Programs. All employment agreements and severance policies, and all employment, compensation and benefit plans, policies, and programs 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 manner acceptable to the Required Consenting Noteholders; provided that the assumption of the Company Parties’ (as applicable) key employee retention program for “Tier 2” non-executive employees in an amount not to exceed $5 million in the aggregate (the “Tier 2 KERP”) shall be 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, upon 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 a manner reasonably acceptable to the Company and the Required Consenting Noteholders. Exemption from SEC Registration The issuance of all securities in connection with the Plan, including the New Notes, the New Convertible Notes (including any securities issued in the event of conversion thereof), in each case, if issued, and the New Common Equity Interests, will be exempt from registration with the U.S. Securities and Exchange Commission under 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 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 determined by the Required Consenting Noteholders, which shall be reasonably acceptable to the Company.

Employee Compensation and Benefit Programs. All The employment agreements and severance policies, and all employment, compensation and benefit plans, policies, and programs 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 plansplans listed on Schedule A attached hereto that are approved by, and with such additions, deletions, and modifications as may be required by, the Required Consenting Noteholders (collectively, the “Specified Employee Plans”), shall be treated under maintained, continued in full force and effect and assumed by the Plan in a manner acceptable Company (and assigned to the Required Consenting Noteholders; provided that the assumption reorganized Stone Parties, if necessary) pursuant to section 365(a) of the Company Parties’ (as applicable) key employee retention program for “Tier 2” non-executive employees in an amount not Bankruptcy Code, either by a separate motion filed with the Bankruptcy Court or pursuant to exceed $5 million in the aggregate (terms of the “Tier 2 KERP”) Plan. All claims arising from the Specified Employee Plans shall be deemed acceptable to treated in accordance with the Required Consenting NoteholdersBankruptcy Code. Any amounts outstanding under the Tier 2 KERP plans, programs or arrangements that are not Specified Employee Plans relating to employees, compensation, or employee benefits shall be paid no later than the Plan Effective Dateterminated or rejected, as appropriate. Tax Issues As reasonably determined by the Company and the Required Consenting Noteholders, upon emergence from the Chapter 11 Cases, the reorganized Company may be structured as a real estate investment trust (“REIT”) and the The Transaction shall, subject to the terms and conditions of the RSASupport Agreement, be structured to achieve a tax-efficient structure, in a manner reasonably acceptable to the Company and the Required Consenting Noteholders. Exemption from SEC Registration Under Section 1145 of the Bankruptcy Code The Plan and Confirmation Order shall provide that the issuance of all any securities in connection with the Planthereunder, including the New Notes, the New Convertible Notes (including any securities issued in the event of conversion thereof), in each case, if issued, Equity Interests and the New Common Equity InterestsWarrants, will be exempt from registration securities laws in accordance with the U.S. Securities and Exchange Commission under section 1145 of the Bankruptcy Code. Registration Rights The Company Code and such New Notes, New Equity Interests and Warrants shall enter into a registration rights agreement with each of be, following the Consenting Noteholders and Consenting Crossholders (unless such Consenting Noteholder or Consenting Crossholder opts out) relating Consummation Date, freely transferable by the respective holders thereof to the registration of the resale of the New Common Equity Interests furthest extent permissible pursuant to section 1145 and applicable securities law and regulations (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 be post-IPO registration rights. The registration rights agreement shall contain customary terms and conditions, including provisions other than with respect to demand rights, piggyback rights, shelf rights (including as to minimum ownership requirementsany such holders that are affiliates of the reorganized Company), and blackout periods and shall be reasonably acceptable to the Company and Required Consenting Noteholders. Other registration rights and terms to be determined by the Required Consenting Noteholders, which shall be reasonably acceptable to the Company.

Employee Compensation and Benefit Programs. All The employment agreements and severance policies, and all employment, compensation and benefit plans, policies, and programs 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 plansplans listed on Schedule A attached hereto that are approved by, and with such additions, deletions, and modifications as may be required by, the Required Consenting Noteholders (collectively, the “Specified Employee Plans”), shall be treated under maintained, continued in full force and effect and assumed by the Plan in a manner acceptable Company (and assigned to the Required Consenting Noteholders; provided that the assumption reorganized Stone Parties, if necessary) pursuant to section 365(a) of the Company Parties’ (as applicable) key employee retention program for “Tier 2” non-executive employees in an amount not Bankruptcy Code, either by a separate motion filed with the Bankruptcy Court or pursuant to exceed $5 million in the aggregate (terms of the “Tier 2 KERP”) Plan. All claims arising from the Specified Employee Plans shall be deemed acceptable to treated in accordance with the Required Consenting NoteholdersBankruptcy Code. Any amounts outstanding under the Tier 2 KERP plans, programs or arrangements that are not Specified Employee Plans relating to employees, compensation, or employee benefits shall be paid no later than the Plan Effective Dateterminated or rejected, as appropriate. Tax Issues As reasonably determined by the Company and the Required Consenting Noteholders, upon emergence from the Chapter 11 Cases, the reorganized Company may be structured as a real estate investment trust (“REIT”) and the The Transaction shall, subject to the terms and conditions of the RSASupport Agreement, be structured to achieve a tax-efficient structure, in a manner reasonably acceptable to the Company and the Required Consenting Noteholders. Exemption from SEC Registration Under Section 1145 of the Bankruptcy Code The Plan and Confirmation Order shall provide that the issuance of all any securities in connection with the Planthereunder, including the New Notes, the New Convertible Notes (including any securities issued in the event of conversion thereof), in each case, if issued, Equity Interests and the New Common Equity InterestsWarrants, will be exempt from registration securities laws in accordance with the U.S. Securities and Exchange Commission under section 1145 of the Bankruptcy CodeCode and such New Notes, New Equity Interests and Warrants shall be, following the Consummation Date, freely transferable by the respective holders thereof to the furthest extent permissible pursuant to section 1145 and applicable securities law and regulations (other than with respect to any such holders that are affiliates of the reorganized Company). Registration Rights The Company shall enter into a registration rights agreement with each of the Consenting Noteholders and Consenting Crossholders (unless such Consenting Noteholder any party that receives 5% or Consenting Crossholder opts out) relating to the registration of the resale more 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 be post-IPO registration rightsInterests. 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 acceptable to the Consenting Noteholders in their sole discretion. SEC Reporting The Company shall continue as a public reporting company under applicable U.S. securities laws and shall continue to file annual, quarterly and current reports in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Stock Exchange The Company shall use commercially reasonable efforts to list the New Equity Interests for trading on the New York Stock Exchange, The NASDAQ Global Market, the NASDAQ Global Select Market or any other national securities exchange reasonably acceptable to the Company Stone Parties and Required Consenting Noteholders. Other registration rights and terms to be determined by the Required Consenting Noteholders, which shall Noteholders with such listing to be reasonably acceptable to effective on the CompanyConsummation Date.