Common use of Employee Covenants Clause in Contracts

Employee Covenants. (a) As soon as practicable and no later than fifteen (15) days after the date hereof (or with respect to an Identified Employee hired after the date of this Agreement, no later than three (3) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added to the list of Identified Employees), GNL shall offer employment to the Identified Employees and such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and other benefits that are substantially comparable to the benefits currently provided to such Identified Employees and such offer of employment shall commence as of the Closing. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated by Section 8.2(f), then GNL shall promptly offer employment to such substitute employee and such offer shall be on terms that are substantially comparable to the terms currently provided to the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL as of the Closing shall be referred to as “Transferred Employees.” The Parties agree that they shall cooperate in providing appropriate information as to Employees in connection with GNL’s offers of employment and onboarding of Employees. (b) During the period commencing on the Closing and ending on the date that is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with Employer), GNL and the Internalization Subs shall, or shall cause an Affiliate of GNL and the Internalization Subs to, maintain, for each Transferred Employee, (i) their respective salary and target bonus and (ii) employee group health insurance benefits, defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, in the aggregate, substantially comparable to those provided to the Transferred Employees immediately prior to the Closing. GNL and its Affiliates shall not assume or have any liability with respect to any Benefit Plan established or maintained by Employer. (c) GNL and the Internalization Subs shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Employer (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any Benefit Plans established or maintained by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. GNL and the Internalization Subs shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by GNL and the Internalization Subs or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by GNL and the Internalization Subs or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) It is anticipated that effective as of the Closing, GNL and the Internalization Subs shall, or shall cause its Affiliates to, adopt employee benefit plans effective as of the Closing, with the terms and conditions of such plans to be substantially comparable to the comparable Benefit Plans prior to the Closing, in order to meet its obligations under this Section 5.4; provided that the terms and conditions of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faith. (e) GNL shall assume the employment agreements listed on Schedule 5.4(e) (the “Foreign Transferred Employees”) and shall comply with all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith with respect to any obligation to consult or inform such employees and to enter into any documents required with respect to the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Employees shall be included in the definition of Transferred Employee. (f) Prior to the Closing, Advisor Parent may assign the Material Employment Agreements to GNL Advisor. GNL shall assume the Material Employment Agreements at the Closing. (g) Following the Closing, Advisor Parent agrees to provide to GNL (or a Subsidiary) the services of Advisor Parent’s employees set forth on Schedule 5.4(g) for the purposes of providing transitional services as reasonably requested by GNL on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. (h) Following the Closing, GNL agrees to provide to Advisor Parent (or a Subsidiary) the services of GNL’s employees set forth on Schedule 5.4(h) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h) (“GNL Transition Services Period”); provided, that, in no event shall the GNL Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL for the base salary, bonus and benefits of each such employee for the GNL Transition Services Period set forth on Schedule 5.4(h) (to be pro-rated to account for the part-time arrangement), and GNL agrees not to terminate the employment of such employees other than for cause during the GNL Transition Services Period. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(i). (j) On or after the date hereof and prior to the Closing, GNL or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or Compensation Committee (which shall make the final determination), subject to such employee’s continued employment on the payout date, which shall not exceed 12 months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 days following the date of such Qualifying Termination. For the avoidance of doubt, GNL shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided that such awards may be conditioned on the Closing. (k) This Section 5.4 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 5.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.4. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties acknowledge and agree that the terms set forth in this Section 5.4 shall not create any right in any Transferred Employee or any other Person to any continued employment with GNL and the Internalization Subs or compensation or benefits of any nature or kind whatsoever.

Employee Covenants. (a) As soon as practicable and no later than fifteen (15) days after the date hereof (or with respect to an Identified Employee hired after the date of this Agreement, no later than three (3) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added to the list of Identified Employees), GNL shall offer employment to the Identified Employees and such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and other benefits that are substantially comparable to the benefits currently provided to such Identified Employees and such offer of employment shall commence as of the Closing. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated by Section 8.2(f), then GNL shall promptly offer employment to such substitute employee and such offer shall be on terms that are substantially comparable to the terms currently provided to the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL as of the Closing shall be referred to as “Transferred Employees.” The Parties agree that they shall cooperate in providing appropriate information as to Employees in connection with GNL’s offers of employment and onboarding of Employees. (b) During the period commencing on at the Closing and ending on the date that first anniversary of the Closing Date (the “Continuation Period”), Parent shall or shall cause the Surviving Corporation to provide each employee of the Company or any of its Subsidiaries whose principal place of employment is twelve (12) months from located in the United States and who remains employed immediately after the Closing (or if earliereach such employee, the date of the Transferred a “Continuing Employee’s termination of employment with Employer”), GNL and subject to his or her continued employment, with a base salary or hourly wage rate, as applicable, that is no less than the Internalization Subs shall, base salary or shall cause an Affiliate hourly wage rate provided by the Company or any of GNL and the Internalization Subs to, maintain, for each Transferred Employee, (i) their respective salary and target bonus and (ii) employee group health insurance benefits, defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, in the aggregate, substantially comparable to those provided to the Transferred Employees its Subsidiaries immediately prior to the Closing. GNL During the Continuation Period, Parent shall or shall cause the Surviving Corporation to provide the Continuing Employees with retirement and welfare benefits that are substantially similar to those provided to similarly situated employees of Parent or its Affiliates shall not assume or have any liability with Subsidiaries. (b) With respect to any Benefit Plan established or employee benefit plan maintained by Employer. Parent or its Subsidiaries including the Surviving Corporation (ccollectively, “Parent Benefit Plans”) GNL and in which any Continuing Employees will participate following the Internalization Subs Closing, Parent shall, or shall cause its Affiliates the applicable Subsidiary to, give each Transferred Employee full credit for such Transferred Employee’s recognize all service of the Continuing Employees with Employer (and predecessorsthe Company or any of its Subsidiaries, as applicablethe case may be as if such service were with Parent, for vesting and eligibility purposes (but not benefit accruals) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under in any Benefit Plans established or maintained by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer immediately prior to the Closing under a comparable Parent Benefit Plan in which such Continuing Employees may be eligible to participate after the Transferred Employee participatedClosing; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that (i) such recognition would result in a duplication of coverage benefits or (ii) such service was not recognized under the corresponding Employee Plan. (c) In addition, and without limiting the generality of the foregoing, for purposes of each Parent Benefit Plan providing medical, dental, pharmaceutical or vision benefits with respect to the same period of service. GNL and the Internalization Subs shallany Continuing Employee, or Parent shall use commercially reasonable efforts to cause its Affiliates to, each third-party insurer to (i) waive any preexisting all pre-existing condition limitations otherwise applicable to Transferred Employees exclusions and their eligible dependents under any plan maintained by GNL and the Internalization Subs or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, coactively-payment and outat-of-pocket maximums incurred by a Transferred Employee work requirements of such Parent Benefit Plan for such employee and his or her eligible dependents covered dependents, unless such conditions would not have been waived under the health plans comparable Employee Plan in which such Transferred Employee employee participated immediately prior to the Closing Closing; and (ii) cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year prior of the Employee Plan ending on the date such employee’s participation in the corresponding Parent Benefit Plan begins to the Closing in be taken into account under such Parent Benefit Plan for purposes of satisfying any deductibles, co-payments or all deductible and maximum out-of-pocket maximums under health plans maintained by GNL and the Internalization Subs or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents on or after for the Closing, except to the extent applicable plan year as if such waiting period or requirement would have amounts had been applicable under a comparable paid in accordance with such Parent Benefit Plan in which the Transferred Employee participated immediately prior to the ClosingPlan. (d) It is anticipated that effective as Parent assents to the fulfillment by the Company of the Closing, GNL and Company’s obligations under the Internalization Subs shall, or shall cause its Affiliates to, adopt employee benefit plans effective as letter agreements set forth in Section 4.5 of the ClosingDisclosure Letter, as amended in accordance with Section 4.5 of the terms and conditions of such plans to be substantially comparable to the comparable Benefit Plans prior to the Closing, in order to meet its obligations under this Section 5.4; provided that the terms and conditions of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faithDisclosure Letter. (e) GNL shall assume the employment agreements listed on Schedule 5.4(e) (the “Foreign Transferred Employees”) and shall comply with all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith with respect to any obligation to consult or inform such employees and to enter into any documents required with respect to the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Employees shall be included in the definition of Transferred Employee. (f) Prior to the Closing, Advisor Parent may assign the Material Employment Agreements to GNL Advisor. GNL shall assume the Material Employment Agreements at the Closing. (g) Following the Closing, Advisor Parent agrees to provide to GNL (or a Subsidiary) the services of Advisor Parent’s employees set forth on Schedule 5.4(g) for the purposes of providing transitional services as reasonably requested by GNL on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. (h) Following the Closing, GNL agrees to provide to Advisor Parent (or a Subsidiary) the services of GNL’s employees set forth on Schedule 5.4(h) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h) (“GNL Transition Services Period”); provided, that, in no event shall the GNL Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL for the base salary, bonus and benefits of each such employee for the GNL Transition Services Period set forth on Schedule 5.4(h) (to be pro-rated to account for the part-time arrangement), and GNL agrees not to terminate the employment of such employees other than for cause during the GNL Transition Services Period. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(i). (j) On or after the date hereof and prior to the Closing, GNL or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or Compensation Committee (which shall make the final determination), subject to such employee’s continued employment on the payout date, which shall not exceed 12 months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 days following the date of such Qualifying Termination. For the avoidance of doubt, GNL shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided that such awards may be conditioned on the Closing. (k) This Section 5.4 4.5 shall be binding upon and inure solely to the benefit of each of the Partiesparties to this Agreement, and nothing in this Section 5.44.5, express or implied, shall confer upon any other Person Person, including Continuing Employees, any rights or remedies of any nature whatsoever under or by reason of this Section 5.44.5. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 5.4 4.5 shall not create any right in any Transferred Employee employee or any other Person to any continued employment with GNL and the Internalization Subs Company, any of its Subsidiaries, the Surviving Corporation, Parent or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employee Covenants. (a) As soon as practicable and no later than fifteen (15) days after Prior to the date hereof (or with respect to an Identified Employee hired after the date of this AgreementClosing, no later than three (3) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added shall use commercially reasonable efforts to assign and transfer the employment of the Employees to the list of Identified Employees), GNL Advisor. All such Employees shall offer employment to the Identified Employees and such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and other benefits that are substantially comparable to the benefits currently provided to such Identified Employees and such offer of employment shall commence as of the Closing. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated by Section 8.2(f), then GNL shall promptly offer employment to such substitute employee and such offer shall be on terms that are substantially comparable to the terms currently provided to the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL HTI as of the Closing shall be referred to as “Transferred Employees.” The Parties agree that they shall cooperate in providing appropriate information as to Employees in connection with GNLHTI’s offers of employment and onboarding of Employees. (b) During the period commencing on the Closing and ending on the date that is twelve (12) months from the Closing (or or, if earlier, the date of the Transferred Employee’s termination of employment with Employer), GNL HTI and the Internalization Subs Surviving Entity shall, or shall cause an Affiliate of GNL HTI and the Internalization Subs Merger Sub to, maintain, for each Transferred Employee, (i) their maintain his or her respective salary cash compensation and cash target bonus and (ii) use commercially reasonable efforts to maintain employee group health insurance benefits, benefits and defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, in the aggregate, substantially comparable to those provided to the Transferred Employees immediately prior to the Closing. GNL HTI and its Affiliates shall not assume or have any liability with respect to any Benefit Plan established or maintained by Employer. (c) GNL HTI and the Internalization Subs Merger Sub shall, or shall cause its their Affiliates to use commercially reasonable efforts to, give each Transferred Employee full credit for such Transferred Employee’s service with Employer (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any Benefit Plans established or maintained by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. GNL For the avoidance of doubt, all accrued and unused vacation and paid time off of the Internalization Subs Transferred Employees shall be transferred to and assumed by HTI and Merger Sub and HTI and Merger Sub shall provide all such unused vacation and paid time off to the Transferred Employees. HTI and Merger Sub shall, or shall cause its Affiliates to use commercially reasonable efforts to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by GNL HTI and the Internalization Subs Merger Sub or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by GNL HTI and the Internalization Subs Merger Sub or its their Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) It is anticipated that effective as of the Closing, GNL and the Internalization Subs shall, or shall cause its Affiliates to, adopt employee benefit plans effective as of the Closing, with the terms and conditions of such plans to be substantially comparable to the comparable Benefit Plans prior to the Closing, in order to meet its obligations under this Section 5.4; provided that the terms and conditions of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faith. (e) GNL shall assume the employment agreements listed on Schedule 5.4(e) (the “Foreign Transferred Employees”) and shall comply with all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith with respect to any obligation to consult or inform such employees and to enter into any documents required with respect to the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Employees shall be included in the definition of Transferred Employee. (f) Prior to the Closing, Advisor Parent may assign the Material Employment Agreements to GNL Advisor. GNL shall assume the Material Employment Agreements at the Closing. (g) Following the Closing, Advisor Parent Pxxxxx agrees to provide to GNL HTI (or a Subsidiary) the services of Advisor Parent’s employees set forth on Schedule 5.4(g5.4(d) for the purposes of providing transitional services as reasonably requested by GNL HTI on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g5.4(d) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL HTI agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g5.4(d) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. For the purposes of clarity, the Parties acknowledge and agree that if such an employee voluntarily terminates his or her employment, such termination shall not constitute a breach by Advisor Parent of this Section 5.4(d) and that Advisor Parent shall have no obligation to replace such employee. (he) Following the Closing, GNL HTI agrees to provide to Advisor Parent (or a Subsidiary) the services of GNLHTI’s employees set forth on Schedule 5.4(h5.4(e) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h5.4(e) (“GNL Company Transition Services Period”); provided, that, in no event shall the GNL Company Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL HTI for the base salary, bonus and benefits of each such employee for the GNL HTI Transition Services Period set forth on Schedule 5.4(h5.4(e) (to be pro-rated to account for the part-time arrangement), and GNL HTI agrees not to terminate the employment of such employees other than for cause during the GNL HTI Transition Services Period. For the purposes of clarity, the Parties acknowledge and agree that if such an employee voluntarily terminates his or her employment, such termination shall not constitute a breach by HTI of this Section 5.4(e) and that HTI shall have no obligation to replace such employee. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(i). (jf) On or after the date hereof and prior to the Closing, GNL HTI or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended determined by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or HTI’s Compensation Committee (which shall make the final determination)Committee, subject to such employee’s continued employment on the payout date, which shall not exceed 12 twelve (12) months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 thirty (30) days following the date of such Qualifying Termination. For the avoidance of doubt, GNL HTI shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided provided, that such awards may be conditioned on the Closing. (kg) This Section 5.4 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 5.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.4. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties acknowledge and agree that the terms set forth in this Section 5.4 shall not create any right in any Transferred Employee or any other Person to any continued employment with GNL HTI and the Internalization Subs Merger Sub or compensation or benefits of any nature or kind whatsoever.

Employee Covenants. (a) As soon as practicable Seller and no later than fifteen (15) days after the date hereof (or with respect Purchaser shall work together reasonably and in good faith to an Identified Employee hired after the date of this Agreementcause, no later than three (3) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added to the list of Identified Employees), GNL shall offer employment to the Identified Employees and such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and other benefits that are substantially comparable to the benefits currently provided to such Identified Employees and such offer of employment shall commence effective as of the Closing, the transfer to and employment by an Affiliate of Purchaser, in a manner compliant with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) under applicable Law, of the employee of an Affiliate of Seller resident in the United Kingdom and engaged in the conduct of the Business, and shall cause their respective Affiliates to comply with such Law in all respects. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated by Section 8.2(f)In particular, then GNL the relevant Affiliate of Seller shall promptly offer employment comply with its obligations under Regulations 13 and 14 during the period prior to such substitute Closing in respect of said employee and such offer shall be on terms that are substantially comparable the relevant Affiliate of Purchaser will comply with its obligations under Regulation 13 of TUPE during the period prior to Closing. In addition, the relevant Affiliate of Seller will supply the relevant Affiliate of Purchaser with employee liability information as required by Regulation 11 of TUPE. (b) Prior to the terms currently provided to Closing, Seller shall ensure that the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL employees of AEC as of the Closing shall be referred to as “Transferred Employees.” The Parties agree that they shall cooperate in providing appropriate information as to Employees in connection with GNL’s offers comprised of employment and onboarding of Employees. (bonly those individuals identified on Section 6.05(b) During the period commencing on the Closing and ending on the date that is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with Employer), GNL and the Internalization Subs shall, Disclosure Schedule (subject to such individuals resigning or shall cause an Affiliate of GNL and the Internalization Subs to, maintain, for each Transferred Employee, (i) their respective salary and target bonus and (ii) employee group health insurance benefits, defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, being terminated in the aggregateordinary course of business, substantially comparable and replacement individuals being hired in the ordinary course of business to those provided to the Transferred Employees immediately prior to the Closing. GNL and its Affiliates shall not assume or have any liability with respect to any Benefit Plan established or maintained by Employerreplace such departing individuals). (c) GNL Purchaser shall ensure that, for all periods following the Closing, all Employee Plans (including replacement or equivalent plans thereof) and all other employee benefit plans made available by Purchaser and the Internalization Subs shall, or shall cause its Company Entities and their Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Employer (and predecessors, as applicablethe “Post-Closing Plans”) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any Benefit Plans established or maintained individuals who were employed by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer a Company Entity immediately prior to the Closing and who continue to be employed by the Company Entities and their Affiliates after the Closing (the “Continuing Employees”) recognize all years of service and employment with the Company Entities and any predecessor companies of the Company Entities for the purposes of eligibility and vesting, and for purposes of the level of benefits under a comparable Benefit any Post-Closing Plan in which that provides for severance or paid time off (but not for the Transferred purposes of benefit accruals under any defined benefit pension plan except as required by applicable Law), to the same extent such service and employment was recognized for similar purposes under the Post-Closing Plan or an equivalent Employee participatedPlan immediately prior to the Closing Date; provided, however, that no such service recognition shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a any duplication of coverage or benefits with respect to the same period of servicebenefits. GNL and the Internalization Subs Purchaser shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by GNL and the Internalization Subs or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate for all periods following the Closing; (ii) honor Closing use commercially reasonable efforts, including efforts to obtain consent from applicable third-party service providers and insurers, to ensure that no Post-Closing Plan limits or restricts the benefits of any deductibleContinuing Employee based on any pre-existing condition, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his exclusions or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by GNL and the Internalization Subs or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closingperiods, except to the extent such waiting period limitation was in effect and unsatisfied under such Post-Closing Plan or requirement would have been applicable under a comparable Benefit equivalent Employee Plan in which the Transferred Employee participated immediately prior to the Closing. (d) It is anticipated that effective as of For the Closingperiod ending December 31, GNL and the Internalization Subs 2019, Purchaser shall, or and shall cause its the Company Entities and their Affiliates to, adopt employee benefit plans effective as provide incentive compensation opportunities that are identified in Section 6.05(d) of the Closing, with the terms and conditions of such plans to be Disclosure Schedule on substantially comparable terms for the benefit of the Continuing Employees that were eligible to the comparable Benefit Plans participate in such incentive compensation opportunities immediately prior to the Closing. Without limiting the foregoing, Purchaser shall pay or cause the Company Entities and their Affiliates to pay to the Continuing Employees the incentive compensation included in order to meet its obligations under this Section 5.4; provided that the terms and conditions final determination of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faithClosing Net Working Capital. (e) GNL shall assume Subject to the employment agreements listed on Schedule 5.4(eterms of the Transition Services Agreement (Consumer) (pursuant to which certain health and welfare benefits will be provided to Continuing Employees on a transitional basis through the “Foreign Transferred Employees”) end of the month in which the Closing occurs), effective as of the Closing Date, the Company Entities shall cease to be participating employers in the Employee Plans sponsored by Parent, Seller or any of their respective subsidiaries (other than the Company Entities), and shall comply with all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith with respect to any obligation to consult or inform such employees and to enter into any documents required with respect to the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Continuing Employees shall be included have no further rights to participate in such Employee Plans as active employees after the Closing Date, except for the continuation of benefits through the end of the month in which the Closing occurs as provided in the definition of Transferred Employeeapplicable Employee Plan or in the Transition Services Agreement (Consumer). (f) Prior Within five (5) Business Days after the payment made by AEC (or its Affiliate) to AIL (or its Affiliate) upon expiration or termination of the Contract Manufacturing Agreement (Turn-Key) in respect of employee severance required to be paid by AEC under the Contract Manufacturing Agreement (Turn-Key), and within five (5) Business Days after the payment made by AEC (or its Affiliate) to the Closingapplicable counterparty upon expiration or termination of the Transition Services Agreement (Computing) and/or the Transition Services Agreement (Consumer) in respect of employee severance required to be paid by AEC under the Transition Services Agreement (Computing) or the Transition Services Agreement (Consumer), Advisor Parent may assign Purchaser shall deliver to Seller a written notice setting forth in reasonable detail of the Material Employment Agreements amount of such payment and the components thereof (each, a “Post-Closing Severance Payment”). Within five (5) Business Days after the delivery by Purchaser of such notice, Seller shall pay (or cause to GNL Advisorbe paid) to Purchaser (or as directed by Purchaser, to an Affiliate of Purchaser) (i) with respect to the portion of the Post-Closing Severance Payment that is for employee severance for those employees located in the Philippines or Hong Kong, fifty percent (50%) of such portion of the Post-Closing Severance Payment, and (ii) with respect to the portion of the Post-Closing Severance Payment that is for employee severance for all other employees, the full amount of such portion of the Post-Closing Severance Payment. GNL The amounts paid by Seller hereunder shall assume be deemed to be, and shall be treated by the Material Employment Agreements at parties as, an adjustment to the ClosingBase Purchase Price for all purposes. (g) Following the Closing, Advisor Parent agrees to provide to GNL (or a Subsidiary) the services of Advisor Parent’s employees set forth on Schedule 5.4(g) for the purposes of providing transitional services as reasonably requested by GNL on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. (h) Following the Closing, GNL agrees to provide to Advisor Parent (or a Subsidiary) the services of GNL’s employees set forth on Schedule 5.4(h) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h) (“GNL Transition Services Period”); provided, that, in no event shall the GNL Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL for the base salary, bonus and benefits of each such employee for the GNL Transition Services Period set forth on Schedule 5.4(h) (to be pro-rated to account for the part-time arrangement), and GNL agrees not to terminate the employment of such employees other than for cause during the GNL Transition Services Period. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(i). (j) On or after the date hereof and prior to the Closing, GNL or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or Compensation Committee (which shall make the final determination), subject to such employee’s continued employment on the payout date, which shall not exceed 12 months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 days following the date of such Qualifying Termination. For the avoidance of doubt, GNL shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided that such awards may be conditioned on the Closing. (k) This Section 5.4 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 5.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.4. Nothing contained herein, express or implied, : (i) shall be construed to establish, amend amend, or modify any benefit plan, program, agreement or arrangement, including (ii) shall alter or limit Purchaser’s or its Affiliates’ ability to amend, modify or terminate any Benefit Plan. The Parties acknowledge and agree that the terms set forth in this Section 5.4 shall not create particular benefit plan, program, agreement or arrangement, (iii) is intended to confer upon any current or former employee any right in to employment or continued employment for any Transferred Employee period of time by reason of this Agreement, or any other Person right to a particular term or condition of employment, or (iv) is intended to confer upon any continued employment with GNL and the Internalization Subs individual (including employees, retirees, or compensation dependents or benefits beneficiaries of employees or retirees) any nature or kind whatsoeverright as a third-party beneficiary of this Agreement.

Employee Covenants. (a) As soon as practicable Buyer shall offer to employ all BTBU Employees and no later than fifteen all Other Seller Employees on an at-will basis and with base salary levels, cash bonus opportunities and employee benefits (15excluding equity awards) days after the date hereof reasonably comparable to those currently available to such BTBU Employees and all Other Seller Employees, subject to their resignation from employment with Seller. Any such offers of employment shall be in writing and shall be delivered to such employees at least ten (or with respect to an Identified Employee hired after the date of this Agreement, no later than three (310) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added prior to the list of Identified Employees), GNL shall offer employment to the Identified Employees and Closing (each employee who accepts such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and other benefits that are substantially comparable to the benefits currently provided to such Identified Employees and such offer of employment shall commence as of the Closing. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated becomes employed by Section 8.2(f)Buyer, then GNL shall promptly offer employment to such substitute employee and such offer shall be on terms that are substantially comparable to the terms currently provided to the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL as of the Closing shall be herein referred to as a “Transferred Hired Employee”). Buyer shall, for a period of six (6) months following the Closing, continue to offer base salary levels, cash bonus opportunities and employee benefits (excluding equity awards) substantially similar to those currently available to such Hired Employees.” The Parties agree ; provided, that they nothing herein shall cooperate in providing appropriate information as to Employees in connection with GNL’s offers prohibit Buyer from terminating the employment of employment any such Hired Employee at any time and onboarding of Employeesfor any reason. (b) During the period commencing on the Closing and ending on the date that is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with Employer), GNL and the Internalization Subs shall, or Buyer shall cause an Affiliate of GNL and the Internalization Subs to, maintain, for each Transferred Employee, (i) their respective salary and target bonus and (ii) employee group health cause any Hired Employee that was covered under a medical or dental plan, disability benefit plan or life insurance benefits, defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, in of the aggregate, substantially comparable to those provided to the Transferred Employees immediately prior to the Closing. GNL and its Affiliates shall not assume or have any liability with respect to any Benefit Plan established or maintained by Employer. (c) GNL and the Internalization Subs shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Employer (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any Benefit Plans established or maintained by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer Seller immediately prior to the Closing under Date to be covered on the Closing Date by the same or a comparable Benefit Plan in which employee benefit plan, program, or arrangement maintained by Buyer, without limitations based upon pre-existing conditions (and the Transferred Employee participated; providedamount of any expenses incurred prior to the Closing Date under the Seller Plans shall be credited toward satisfaction of deductibles under the benefit plans of Buyer), however, that such (ii) recognize the service shall not be recognized (i) completed by the Hired Employees for purposes of benefits accrual determining eligibility service and vesting service under any employee benefit plan, program or arrangement maintained by Buyer for their employees on or after the Closing Date (other than for purposes of benefit accruals under any defined benefit pension plans or retiree health or welfare plan or arrangement or plans), and (iii) assume responsibility for the vacation time, personal days and sick leave benefits due to the Hired Employees as of the Closing Date, except, in each of (i), (ii) to the extent and (iii), that such recognition would result in a duplication of coverage or benefits with respect to for the same period of service. GNL and . (c) As of the Internalization Subs shallEffective Time, or Hired Employees who are participants in the Seller Plan that is intended to meet the requirements of Section 401(k) of the Code (the “Seller’s 401(k) Plan”) shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable cease to Transferred Employees and their eligible dependents under any plan maintained by GNL and the Internalization Subs or its Affiliates that provides health benefits in which Transferred Employees may be eligible for any future contributions to participate following the Closing; (iiSeller’s 401(k) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately Plan except with respect to compensation from Seller prior to the Closing during and as provided under Seller’s 401(k) Plan, and shall be entitled to a distribution of their account balances under Seller’s 401(k) Plan in accordance with such plan and as permitted by the portion Code. Hired Employees who receive an eligible rollover distribution (within the meaning of Section 402(c)(4) of the Code, including a direct transfer of an eligible rollover distribution within the meaning of Section 401(a)(31) of the Code) from Seller’s 401(k) Plan shall, subject to the provisions of Section 402 of the Code, be permitted to make a rollover contribution, including a rollover of any loans outstanding under Seller’s 401(k) Plan, to a plan year maintained by Buyer or an Affiliate of Buyer that is intended to meet the requirements of Section 401(k) of the Code. (d) Seller shall retain responsibility for and continue to pay all expenses and benefits for each Hired Employee with respect to claims incurred by such Hired Employee or his or her covered dependents under the Seller Plans prior to the Closing in satisfying any deductiblesDate, co-payments including, to the extent applicable, medical, dental, disability, life insurance and workers’ compensation benefits. Buyer shall be responsible, under its employee benefit plans, for all expenses and benefits with respect to claims incurred by Hired Employees or out-of-pocket maximums under health plans maintained by GNL and the Internalization Subs or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible their covered dependents on or after the ClosingClosing Date, except including, to the extent such waiting period applicable, but not limited to, medical, dental, disability, life insurance and workers’ compensation benefits. Buyer shall be responsible for all workers’ compensation claims relating to any Hired Employee incurred on or requirement would have been applicable under after the Closing Date. For purposes of this paragraph, a comparable Benefit Plan claim is deemed incurred (i) in which the Transferred Employee participated immediately prior case of medical or dental benefits, when the services that are the subject of the claim are performed; (ii) in the case of life insurance, when the death occurs; (iii) in the case of long-term disability benefits, when the disability occurs; (iv) in the case of workers’ compensation benefits, when the event giving rise to the Closing. benefits occurs; and (dv) It is anticipated otherwise, at the time the covered individual becomes entitled to payment of a benefit (assuming that effective as of the Closing, GNL all procedural requirements are satisfied and the Internalization Subs shall, or shall cause its Affiliates to, adopt employee benefit plans effective as of the Closing, with the terms claims applications properly and conditions of such plans to be substantially comparable to the comparable Benefit Plans prior to the Closing, in order to meet its obligations under this Section 5.4; provided that the terms timely completed and conditions of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faithsubmitted). (e) GNL Without limiting the generality of Section 2.4, Seller shall assume retain sole responsibility for all Liabilities in respect of continuation coverage of health insurance under COBRA to BTBU Employees, Other Seller Employees and any other current and former employees of Seller and their eligible dependents with respect to “qualifying events” (as defined in Section 4980B of the employment agreements listed Code) occurring on Schedule 5.4(e) (or prior to the “Foreign Transferred Employees”) Closing Date, provided that Seller and its ERISA Affiliates continue to maintain a group health plan after the Closing Date. Buyer shall comply with be responsible for satisfying all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith obligations under COBRA with respect to any obligation to consult or inform such employees Hired Employee and to enter into any documents required their eligible dependents with respect to “qualifying events” occurring after the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Employees shall be included in the definition of Transferred EmployeeClosing Date. (f) Prior to the Closing, Advisor Parent may assign the Material Employment Agreements to GNL Advisor. GNL shall assume the Material Employment Agreements at the Closing. (g) Following the Closing, Advisor Parent agrees to provide to GNL (or a Subsidiary) the services The provisions of Advisor Parent’s employees set forth on Schedule 5.4(g) this Section 9.1 are solely for the purposes of providing transitional services as reasonably requested by GNL on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. (h) Following the Closing, GNL agrees to provide to Advisor Parent (or a Subsidiary) the services of GNL’s employees set forth on Schedule 5.4(h) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h) (“GNL Transition Services Period”); provided, that, in no event shall the GNL Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL for the base salary, bonus and benefits of each such employee for the GNL Transition Services Period set forth on Schedule 5.4(h) (to be pro-rated to account for the part-time arrangement), and GNL agrees not to terminate the employment of such employees other than for cause during the GNL Transition Services Period. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(i). (j) On or after the date hereof and prior to the Closing, GNL or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or Compensation Committee (which shall make the final determination), subject to such employee’s continued employment on the payout date, which shall not exceed 12 months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 days following the date of such Qualifying Termination. For the avoidance of doubt, GNL shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided that such awards may be conditioned on the Closing. (k) This Section 5.4 shall be binding upon and inure solely to the benefit of each of the Partiesrespective parties to this Agreement, and nothing in this Section 5.49.1 or elsewhere in this Agreement, express or implied, shall confer upon any other Person BTBU Employee or Other Seller Employee (or any beneficiary, dependent, or legal representative thereof), regardless of whether such BTBU Employee or Other Seller Employee becomes a Hired Employee, any rights or remedies of any nature whatsoever or kind whatsoever, including any right to continued employment by Seller, Buyer, ADMA or any of their respective Affiliates, or to any compensation or benefits of any nature, under or by reason of this Section 5.4Agreement or otherwise. Nothing contained hereinherein shall require Buyer, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties acknowledge and agree that the terms set forth in this Section 5.4 shall not create any right in any Transferred Employee ADMA or any other Person of its Affiliates to continue or implement any continued employment with GNL and the Internalization Subs employee benefits plans or compensation or benefits of any nature or kind whatsoeverarrangements.

Employee Covenants. (a) As soon as practicable and Following the Closing, Buyer shall or shall cause the Company or a Company Subsidiary to (i) provide each active Employee on the Closing Date (“Affected Employee”) with a salary that is no later less than fifteen (15) days after the date hereof (or with respect to an Identified Employee hired after the date of this Agreement, no later than three (3) Business Days after the date of which Advisor Parent notifies GNL that such Identified Employee has been added Affected Employee’s salary in effect immediately prior to the list Closing Date for a period of Identified Employees)one year, GNL shall offer employment to the Identified and (ii) provide Affected Employees with employee benefit plans, programs, policies and such offer shall provide that GNL will maintain their respective salary and target bonus and will provide incentive compensation and arrangements (other benefits that than salary) which are substantially comparable to other New York City-based employees of Buyer’s Subsidiaries; provided that nothing herein shall limit the benefits currently provided right of Buyer, the Company and the Company Subsidiaries to such Identified Employees and such offer terminate the employment of employment shall commence as of the Closing. If Advisor Parent submits a substitute for an Additional Key Employee as contemplated by Section 8.2(f), then GNL shall promptly offer employment to such substitute employee and such offer shall be on terms that are substantially comparable to the terms currently provided to the Additional Key Employee for whom they are being substituted. Employees that commence employment with GNL as of the Closing shall be referred to as “Transferred Employees.” The Parties agree that they shall cooperate in providing appropriate information as to Employees in connection with GNL’s offers of employment and onboarding of Employeesany Employee. (b) During the period commencing on the Closing and ending on the date that is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with Employer), GNL and the Internalization Subs shall, or shall cause an Affiliate of GNL and the Internalization Subs to, maintain, for each Transferred Employee, (i) their respective salary and target bonus and (ii) employee group health insurance benefits, defined contribution retirement plan benefits opportunities and equity incentive opportunities that are, in the aggregate, substantially comparable to those provided to the Transferred Employees immediately prior to the Closing. GNL and its Affiliates shall not assume or have any liability with respect to any Benefit Plan established or maintained by Employer. (c) GNL and the Internalization Subs Buyer shall, or shall cause its Affiliates Subsidiaries to, give recognize the service of each Transferred Employee full credit for such Transferred Employee’s service with Employer (and predecessors, as applicable) prior provided to the Closing for eligibility Company, the Company Subsidiaries, Seller and vesting purposes their respective past and present Affiliates under all employee benefit plans, programs and policies of Buyer and its Subsidiaries in which they become participants for purposes of vacation eligibility, vesting and benefit accrual and severance benefit determinations under any Benefit Plans established or maintained by Employer in which the Transferred Employee participates following the Closing to the same extent recognized by Employer immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall (but not be recognized (i) for purposes of benefits benefit accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect plan), to the same period extent such service was credited under the comparable Benefit Plan applicable to such Employees. (c) Buyer agrees that, effective as of service. GNL the Closing Date and the Internalization Subs shall, or shall cause its Affiliates toat all times thereafter, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees Seller, Seller’s Parent and their eligible dependents Affiliates shall have no further obligations under the Share Purchase Program Agreement other than Seller’s obligation to indemnify any plan maintained Director Share Price Differential paid by GNL the Company in accordance with Section 9.3(c) (Indemnification by Seller), and the Internalization Subs or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductibleBuyer shall waive or cause the Company to waive all obligations of Seller, co-payment Seller’s Parent and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents their Affiliates to the Company under the health plans Share Purchase Program Agreement other than Seller’s obligation to indemnify any Director Share Price Differential paid by the Company in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by GNL and the Internalization Subs or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) It is anticipated that effective as of the Closing, GNL and the Internalization Subs shall, or shall cause its Affiliates to, adopt employee benefit plans effective as of the Closing, accordance with the terms and conditions of such plans to be substantially comparable to the comparable Benefit Plans prior to the Closing, in order to meet its obligations under this Section 5.4; provided that the terms and conditions of such new benefit plans may be modified as mutually agreed to between Advisor Parent and its Affiliates and GNL and the Internalization Subs and the parties shall cooperate together in good faith. (e) GNL shall assume the employment agreements listed on Schedule 5.4(e9.3(c) (the “Foreign Transferred Employees”) and shall comply with all Laws, including any Employee Transfer Legislation, if applicable. The Parties shall cooperate in good faith with respect to any obligation to consult or inform such employees and to enter into any documents required with respect to the transfer of employment and GNL shall indemnify and hold harmless Advisor Parent with respect to any liability with respect to the Foreign Transferred Employees. The Foreign Transferred Employees shall be included in the definition of Transferred Employee. (f) Prior to the Closing, Advisor Parent may assign the Material Employment Agreements to GNL Advisor. GNL shall assume the Material Employment Agreements at the Closing. (g) Following the Closing, Advisor Parent agrees to provide to GNL (or a Subsidiary) the services of Advisor Parent’s employees set forth on Schedule 5.4(g) for the purposes of providing transitional services as reasonably requested Indemnification by GNL on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(g) (“Advisor Transition Services Period”); provided, that, in no event shall the Advisor Transition Services Period for any employee exceed nine (9) months. GNL agrees to reimburse Advisor Parent for the base salary, bonus and benefits of each such employee for the Advisor Transition Services Period set forth on Schedule 5.4(g) (to be pro-rated to account for the part-time arrangement), and Advisor Pxxxxx agrees not to terminate the employment of such employees other than for cause during the Advisor Transition Services Period. (h) Following the Closing, GNL agrees to provide to Advisor Parent (or a Subsidiary) the services of GNL’s employees set forth on Schedule 5.4(h) for the purposes of providing transitional services as reasonably requested by Advisor Parent on a part-time basis in connection with the transactions contemplated with this Agreement for at least the minimum number of months set forth next to each employee’s name on Schedule 5.4(h) (“GNL Transition Services Period”); provided, that, in no event shall the GNL Transition Services Period for any employee exceed nine (9) months. Advisor Pxxxxx agrees to reimburse GNL for the base salary, bonus and benefits of each such employee for the GNL Transition Services Period set forth on Schedule 5.4(h) (to be pro-rated to account for the part-time arrangement), and GNL agrees not to terminate the employment of such employees other than for cause during the GNL Transition Services Period. (i) The treatment of outstanding equity or equity-based awards held by Employees with respect to GNL and RTL shall be as set forth on Schedule 5.4(iSeller). (j) On or after the date hereof and prior to the Closing, GNL or one of its Subsidiaries shall establish a retention pool described on Schedule 5.4(j) to be granted to employees (“Retention Cash Award”) payable in cash, less applicable taxes, as recommended by Exxxxx X. Xxxx, Xx. and Jxxxx Xxxxxx to the GNL Board and/or Compensation Committee (which shall make the final determination), subject to such employee’s continued employment on the payout date, which shall not exceed 12 months following the Closing. If such employee’s employment is terminated in a Qualifying Termination, then the Retention Cash Award for such employee shall be paid to such terminated employee within 30 days following the date of such Qualifying Termination. For the avoidance of doubt, GNL shall be solely responsible for the payment of the Retention Cash Award and shall take all actions necessary or desirable to effectuate the foregoing; provided that such awards may be conditioned on the Closing. (k) This Section 5.4 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 5.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.4. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties acknowledge and agree that the terms set forth in this Section 5.4 shall not create any right in any Transferred Employee or any other Person to any continued employment with GNL and the Internalization Subs or compensation or benefits of any nature or kind whatsoever.