Common use of Employee Covenants Clause in Contracts

Employee Covenants. For a period of twelve (12) months following the Closing Date, Purchaser shall provide, or shall cause to be provided, (a) to each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, and (b) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in the aggregate as those provided under the applicable Plans, programs, policies, and arrangements of the Company and of the Purchaser in effect on the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vesting, and benefit accrual under each Plan, program, policy, or arrangement of the Purchaser or any of its Subsidiaries or Affiliates as such Continuing Employee had with the Company on the day immediately prior to the Closing Date. In addition, Purchaser shall provide, or cause to be provided, each Continuing Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an employee of the Company on the day immediately prior to the Closing Date and who remains employed at the time of Closing. Notwithstanding the foregoing, any severance obligations accruing prior to the Closing shall remain obligations of Sellers and shall not transfer to Purchaser. Moreover, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO), shall be payable solely by Sellers. Notwithstanding the foregoing, the employment of each Continuing Employee is terminable by the Company at will.

Employee Covenants. Parent agrees that from and after the Effective Time, Parent shall or shall cause the Surviving Corporation to assume and honor all individual severance and employment agreements for all Continuing Employees (as defined below), in each case, in accordance with their terms as in effect immediately prior to the Effective Time. For a period of twelve one (121) months year following the Closing DateEffective Time, Purchaser shall provide, or shall cause to be provided, (a) to each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, and (b) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in the aggregate as those provided under the applicable Plans, programs, policies, and arrangements of the Company and of the Purchaser in effect on the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vesting, and benefit accrual under each Plan, program, policy, or arrangement of the Purchaser or any of its Subsidiaries or Affiliates as such Continuing Employee had with the Company on the day immediately prior to the Closing Date. In addition, Purchaser Parent shall provide, or cause to be provided, to each Continuing Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an employee of the Company on who is employed by the day Company as of immediately prior to the Closing Date Effective Time and who remains continues to be employed at by Parent, the time of ClosingSurviving Corporation, or any Affiliate thereof (each, a “Continuing Employee”) base salary (or base wages, as the case may be) which is no less favorable than the base salary (or base wages, as the case may be) provided to such Continuing Employee immediately prior to the Effective Time. Notwithstanding Without limiting the foregoing: (a) Each Continuing Employee shall be given service credit for all purposes, any severance obligations accruing including for eligibility to participate, benefit levels (including, for the avoidance of doubt, levels of benefits under Parent’s or the Surviving Corporation’s vacation policy) and eligibility for vesting under Parent or the Surviving Corporation’s employee benefit plans and arrangements with respect to his or her or their length of service with the Company (and its Subsidiaries and predecessors) prior to the Closing shall remain obligations of Sellers and Date, provided, that the foregoing shall not transfer result in the duplication of benefits or apply to Purchaser. Moreoverany defined benefit pension plan or post-retirement medical plan. (b) With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, assume the liability for such accrued personal, sick or vacation time and allow such Continuing Employee to use such accrued personal, sick or vacation time in accordance with the practice and policies of the Company as in effect on the date of this Agreement. (c) To the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Parent or the Surviving Corporation providing medical, dental or vision benefits in which any Continuing Employee is eligible to participate immediately after the Effective Time, then Parent shall use commercially reasonable efforts to (i) waive all change of control payment obligationslimitations as to pre-existing conditions, if any, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transactions Continuing Employees, to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such employees participated prior to the Effective Time and (ii) ensure that such health or welfare benefit plan shall, for purposes of eligibility, vesting, deductibles, and out-of-pocket maximums and allowances (including those severance and change of control obligations to Company’s CEOpaid time off), credit Continuing Employees for service and amounts paid by such Continuing Employee prior to the Effective Time with respect to deductibles and out-of-pocket maximums under a corresponding Company Plan to the same extent that such service and amounts paid were recognized prior to the Effective Time under the corresponding health or welfare benefit plan of the Company. For the avoidance of doubt, Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by a Continuing Employee and his or her or their covered dependents during the portion of the plan year immediately before the Effective Time under a Company Plan providing for medical, dental or vision benefits to be taken into account for purposes of satisfying all deductible, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year in which the Effective Time occurs under the corresponding applicable medical, dental or vision benefit plan of Parent or the Surviving Corporation. (d) The provisions of this Section 6.19 are solely for the benefit of the parties to this Agreement, and no provision of this Section 6.19 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan (including any Company Plan or other plan sponsored or maintained by Parent) for purposes of ERISA or otherwise and no other Person (including any current or former employee or any other individual associated therewith) shall be payable solely by Sellersregarded for any purpose as a third party beneficiary of this Agreement or have the right to enforce the provisions hereof. Notwithstanding the foregoing, the Nothing in this Agreement shall be deemed to be a guarantee of continued employment to any employee of each Continuing Employee is terminable by the Company at willor any Subsidiary or Affiliate thereof.

Employee Covenants. For a period If requested by and at the cost and expense of twelve (12) months following the Closing DateParent, Purchaser shall providethe Company shall, or shall cause to be provided, (a) to each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, execute a resolution and plan amendment terminating the Company's benefit plan that is intended to be qualified under sections 401(a) and 401(k) of the Code (bthe "Company's 401(k) PlansPlan"), programsto be effective prior to the Closing Date (the "Termination Date"). Such resolution and plan amendment shall also amend the plan to comply with recent legislation (GUST and EGTRRA amendments) as required by law, policiesprovide that all contributions to the Company's 401(k) Plan shall be completely and permanently discontinued as of such Termination Date, with respect to all compensation earned after such Termination Date, and arrangements for Continuing Employees provide that the accounts of all participants shall be fully vested. The Company Indemnifying Party and the Company will cause the then vested benefit of each Company employee who is a participant under any Employee Pension Benefit Plan of the Company to be distributed to each such employee in a lump sum as soon as practicable after the Closing Date as permitted under the Code and in accordance with the terms of each such plan. If requested by the Parent, the Company Indemnifying Parties and the Company will take such steps as may be necessary to end, as of the Closing Date, the participation by the Company's employees in any other Employee Benefit Plan. Effective as of the first day after the Closing Date, unless otherwise specifically provided below, the Parent shall, or shall cause the Company to, provide retirement and welfare benefits to the those employees of the Company who continue in employment that are comparable in the aggregate to the benefits available to the Parent's United States employees at such time. To the extent that the Parent decides to provide such benefits under employee benefit plans or programs currently offered, sponsored or maintained by the Pivotal USA ("Pivotal Employee Benefit Plans"), the Parent shall, or shall cause the Company to, credit all Company employees who continue their employment after the Closing Date with service performed as those provided under the applicable Plans, programs, policies, and arrangements employees of the Company and of the Purchaser in effect on prior to the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vestingparticipation and vesting in any such Pivotal Employee Benefit Plans. Such participation in Pivotal Employee Benefit Plans (for those who meet the eligibility requirements) will begin as soon as administratively feasible, consistent with the normal plan entry dates and benefit accrual procedures under each Plansuch plans. To the extent that the Parent decides to provide any welfare benefits under Pivotal Employee Benefit Plans, program, policythe Parent shall, or arrangement of the Purchaser or any of its Subsidiaries or Affiliates as such Continuing Employee had with shall cause the Company on to, credit each employee with co-payments and deductibles paid by employee under the day immediately prior to the Closing Date. In addition, Purchaser shall provide, or cause to be provided, each Continuing Company's Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an employee of the Company on the day immediately Benefit Plans prior to the Closing Date toward satisfaction of applicable deductible and who remains employed at co-payment amounts under the time corresponding Pivotal Employee Benefit Plan. The Company and the Parent shall cooperate in providing any required notice to their respective insurers, third-party administrators and/or claims processors, as appropriate, for each of Closingtheir respective Employee Welfare Benefit Plans of the date through which claims shall arise and be covered under the Company's Employee Welfare Benefit Plans, and of the date after which claims arising shall be covered under the Pivotal Employee Benefit Plans. Notwithstanding the foregoing, This Section 6(i) shall not create any severance obligations accruing prior third-party beneficiary rights nor shall it inure to the Closing benefit of nor shall remain obligations it be enforceable by any employee nor any person representing the interests of Sellers employees. This Section 6(i) is an agreement solely between and for the benefit of Sellers, the Company and the Parent and shall not transfer to Purchaser. Moreover, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO), shall be payable solely enforceable only by Sellers. Notwithstanding the foregoing, the employment of each Continuing Employee is terminable by the Company at willthem.

Employee Covenants. For a (a) During the one (1) year period of twelve (12) months following commencing on the Closing Date, Purchaser shall provideshall, or shall cause the Company or its Affiliates to be provided, (a) provide to each employee of the Company who continues employment with the Company, Purchaser, or any of its Affiliates after the Closing Date (such employees, the “Continuing Employee his Employees”) (i) compensation (including base salary or her base salarywages, bonuses, commissions, and other short-term cash incentive compensation) that is no less favorable than the compensation (including base wages salary or base wages, bonuses, commissions, and commissions that are comparable to what is other short-term cash incentive compensation) provided or made available to such Continuing Employee immediately as provided in the employee census delivered to Purchaser at least two (2) Business Days prior to the Closing DateDate and (ii) employee benefits (excluding equity and equity-based compensation, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits and other retiree health and welfare arrangements) that are substantially similar in the aggregate to those provided to similarly situated employees of Purchaser as of the applicable time. Nothing in this Agreement shall be construed as altering or limiting the rights of the Company, Purchaser, or any of its Affiliates to (x) terminate the employment of any Continuing Employee, (y) amend, modify, or terminate any compensation or employee benefit plan, program, agreement, or arrangement, subject to the terms of such plan, program, agreement, or arrangement or as necessary to comply with applicable Laws, or (z) except as expressly set forth herein, change the terms or conditions of employment of any Continuing Employee. (b) PlansFrom and after the Closing Date, Purchaser shall, or shall cause the Company or its other Affiliates to, use commercially reasonable efforts to (i) recognize, for all purposes under all plans, programs, policies, and arrangements for Continuing Employees that are comparable in established or maintained by Purchaser or any of its Affiliates (including, after the aggregate as those provided under Closing, the applicable Plans, programs, policies, and arrangements of the Company and of the Purchaser in effect on the Closing Date for Company) a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment service with the Company terminates(and any predecessors), whichever is sooner. Continuing Employees shall be deemed to have the same length of service as applicable, including for purposes of eligibility, vesting, benefit levels, and benefit accrual accruals (including vacation time, sick leave, and other paid time off) (other than benefit accruals under each Plana defined benefit pension plan); provided, programhowever, policythat no such recognition of service shall be required to the extent that it would result in a duplication of benefits, (ii) waive any pre-existing condition exclusion, actively-at-work requirement, or arrangement of the waiting period under all employee health and other welfare benefit plans established or maintained by Purchaser or any of its Subsidiaries Affiliates (including, after the Closing, the Company) for the benefit of Continuing Employees, except to the extent such pre-existing condition, exclusion, requirement, or Affiliates as such waiting period would have been applicable under the corresponding Employee Benefit Plan, and (iii) provide full credit for any co-payments, deductibles, or similar out-of-pocket payments made or incurred by Continuing Employee had with the Company on the day immediately Employees prior to the Closing Date. In addition. (c) Nothing in this Section 5.10, Purchaser shall provide, express or cause to be provided, each Continuing Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an employee of the Company on the day immediately prior to the Closing Date and who remains employed at the time of Closing. Notwithstanding the foregoing, any severance obligations accruing prior to the Closing shall remain obligations of Sellers and shall not transfer to Purchaser. Moreover, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO)implied, shall be payable solely by Sellers. Notwithstanding construed to (i) confer on any Person, other than the foregoingparties hereto, and their respective successors and permitted assigns, any benefit or right, including the right to continued employment or as altering the at-will nature of each any Continuing Employee’s employment, any health or welfare benefit, or to otherwise enforce the provisions of this Section 5.10, (ii) cause any Person to be a third party beneficiary of this Agreement, or (iii) establish, amend, modify, waive, or terminate any Employee is terminable by Benefit Plan or any comparable compensation or benefit plan, agreement, or arrangement of Purchaser or its Affiliates prior to, upon, or following the Closing. (d) In the event that any individual set forth on Schedule 5.10(c) does not, for any reason, continue employment with the Company or Purchaser or any of their respective Affiliates at willor after the Closing, Purchaser and post-Closing the Company shall be responsible for any such severance or other compensation or benefits, and, in the event that Parent or Seller or any of their respective Affiliates is obligated to pay any such severance or other compensation or benefits, or any additional Liability incurred by Seller or Parent or any of their respective Affiliates in connection therewith.

Employee Covenants. For a period of twelve (12) months following the Closing Date, Purchaser shall provide, or shall cause to be provided, (a) Seller and Purchaser shall work together reasonably and in good faith to each Continuing cause, 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. In particular, the relevant Affiliate of Seller shall comply with its obligations under Regulations 13 and 14 during the period prior to Closing in respect of said employee and 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 Closing, Seller shall ensure that the employees of AEC as of the Closing shall be comprised of only those individuals identified on Section 6.05(b) of the Disclosure Schedule (subject to such individuals resigning or being terminated in the ordinary course of business, and replacement individuals being hired in the ordinary course of business to replace such departing individuals). (c) Purchaser shall ensure that, for all periods following the Closing, all Employee his Plans (including replacement or her base salary, base wages equivalent plans thereof) and commissions that are comparable to what is provided or all other employee benefit plans made available by Purchaser and the Company Entities and their Affiliates (the “Post-Closing Plans”) to individuals who were employed by 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 any Post-Closing Plan that provides for severance or paid time off (but not for the purposes of benefit accruals under any defined benefit pension plan except as required by applicable Law), to the same extent such Continuing service and employment was recognized for similar purposes under the Post-Closing Plan or an equivalent Employee Plan immediately prior to the Closing Date; provided, however, that no such service recognition shall result in any duplication of benefits. Purchaser shall, for all periods following the 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 Continuing Employee based on any pre-existing condition, exclusions or waiting periods, except to the extent such limitation was in effect and unsatisfied under such Post-Closing Plan or equivalent Employee Plan immediately prior to the Closing. (d) For the period ending December 31, 2019, Purchaser shall, and shall cause the Company Entities and their Affiliates to, provide incentive compensation opportunities that are identified in Section 6.05(d) of the Disclosure Schedule on substantially comparable terms for the benefit of the Continuing Employees that were eligible to 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 the final determination of Closing Net Working Capital. (e) Subject to the terms 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 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 the Continuing Employees shall 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 applicable Employee Plan or in the Transition Services Agreement (Consumer). (f) 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 applicable 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), Purchaser shall deliver to Seller a written notice setting forth in reasonable detail of the 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 be 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 (bii) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in with respect to the aggregate as those provided under the applicable Plans, programs, policies, and arrangements portion of the Company and Post-Closing Severance Payment that is for employee severance for all other employees, the full amount of such portion of the Purchaser in effect on the Post-Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is soonerSeverance Payment. Continuing Employees The amounts paid by Seller hereunder shall be deemed to have the same length of service for purposes of eligibility, vestingbe, and shall be treated by the parties as, an adjustment to the Base Purchase Price for all purposes. (g) Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit accrual under each Planplan, program, policyagreement or arrangement, (ii) shall alter or limit Purchaser’s or its Affiliates’ ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or arrangement any right to a particular term or condition of the Purchaser or any of its Subsidiaries or Affiliates as such Continuing Employee had with the Company on the day immediately prior to the Closing Date. In addition, Purchaser shall provideemployment, or cause (iv) is intended to be providedconfer upon any individual (including employees, each Continuing Employee whose employment terminates without cause during the six (6retirees, or dependents or beneficiaries of employees or retirees) month period following the Closing Date with severance benefits required under applicable law. For purposes any right as a third-party beneficiary of this section, “Continuing Employees” means each person who is an employee of the Company on the day immediately prior to the Closing Date and who remains employed at the time of Closing. Notwithstanding the foregoing, any severance obligations accruing prior to the Closing shall remain obligations of Sellers and shall not transfer to Purchaser. Moreover, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO), shall be payable solely by Sellers. Notwithstanding the foregoing, the employment of each Continuing Employee is terminable by the Company at willAgreement.

Employee Covenants. For a (a) During the period of twelve (12) months following commencing at the Closing Dateand ending on the first anniversary of the Closing Date (the “Continuation Period”), Purchaser Parent shall provide, or shall cause the Surviving Corporation to be provided, (a) to provide each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, and (b) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in the aggregate as those provided under the applicable Plans, programs, policies, and arrangements employee of the Company and of the Purchaser in effect on the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vesting, and benefit accrual under each Plan, program, policy, or arrangement of the Purchaser or any of its Subsidiaries whose principal place of employment is located in the United States and who remains employed immediately after the Closing (each such employee, a “Continuing Employee”), subject to his or Affiliates her continued employment, with a base salary or hourly wage rate, as such Continuing Employee had with applicable, that is no less than the base salary or hourly wage rate provided by the Company on the day or any of its Subsidiaries immediately prior to the Closing DateClosing. 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 Subsidiaries. (b) With respect to any employee benefit plan maintained by Parent or its Subsidiaries including the Surviving Corporation (collectively, “Parent Benefit Plans”) in which any Continuing Employees will participate following the Closing, Parent shall, or shall cause the applicable Subsidiary to, recognize all service of the Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not benefit accruals) in any Parent Benefit Plan in which such Continuing Employees may be eligible to participate after the Closing; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Plan. (c) In addition, Purchaser shall provideand without limiting the generality of the foregoing, or cause to be provided, each Continuing Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For for purposes of this sectioneach Parent Benefit Plan providing medical, “dental, pharmaceutical or vision benefits to any Continuing Employees” means Employee, Parent shall use commercially reasonable efforts to cause each person who is an third-party insurer to (i) waive all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan for such employee of and his or her covered dependents, unless such conditions would not have been waived under the Company on the day comparable Employee Plan in which such employee participated immediately prior to the Closing Date Closing; and who remains employed at (ii) cause any eligible expenses incurred by such employee and his or her covered dependents during the time portion of Closing. Notwithstanding the foregoingplan year of the Employee Plan ending on the date such employee’s participation in the corresponding Parent Benefit Plan begins to be taken into account under such Parent Benefit Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Parent Benefit Plan. (d) Parent assents to the fulfillment by the Company of the Company’s obligations under the letter agreements set forth in Section 4.5 of the Disclosure Letter, as amended in accordance with Section 4.5 of the Disclosure Letter. (e) This Section 4.5 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.5, express or implied, shall confer upon any other Person, including Continuing Employees, any severance obligations accruing prior to the Closing shall remain obligations rights or remedies of Sellers and shall not transfer to Purchaserany nature whatsoever under or by reason of this Section 4.5. MoreoverNothing contained herein, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO)express or implied, shall be payable solely by Sellersconstrued to establish, amend or modify any benefit plan, program, agreement or arrangement. Notwithstanding The parties hereto acknowledge and agree that the foregoingterms set forth in this Section 4.5 shall not create any right in any employee or any other Person to any continued employment with the Company, any of its Subsidiaries, the employment Surviving Corporation, Parent or any of each Continuing Employee is terminable by the Company at willtheir respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employee Covenants. For a (a) During the period of twelve (12) months following commencing at the Closing Dateand ending on the first anniversary of the Closing Date (the “Continuation Period”), Purchaser Parent shall provide, or shall cause the Surviving Corporation to be provided, (a) to provide each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, and (b) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in the aggregate as those provided under the applicable Plans, programs, policies, and arrangements employee of the Company and of the Purchaser in effect on the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vesting, and benefit accrual under each Plan, program, policy, or arrangement of the Purchaser or any of its Subsidiaries and who remains employed immediately after the Closing (each such employee, a “Continuing Employee”), subject to his or Affiliates as her continued employment, with a level of compensation (such Continuing Employee had with term to include salary, bonus opportunities, and commissions, but excluding equity-based compensation) that is no less favorable than that provided by the Company on the day or any of its Subsidiaries immediately prior to the Closing DateClosing. During the Continuation Period, Parent shall or shall cause the Surviving Corporation to provide the Continuing Employees with retirement and welfare benefits that are no less favorable than those provided by the Company (including participant costs). (b) With respect to any employee benefit plan maintained by Parent or its Subsidiaries including the Surviving Corporation (collectively, “Parent Benefit Plans”) in which any Continuing Employees will participate following the Closing, Parent shall, or shall cause the applicable Subsidiary to, recognize all service of the Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting, eligibility and vacation entitlement purposes (but not benefit accruals) in any Parent Benefit Plan in which such Continuing Employees may be eligible to participate after the Closing; provided, however, such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Plan. (c) In addition, Purchaser and without limiting the generality of the foregoing, for purposes of each Parent Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee or any other Parent Benefit Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent shall providecause, or with respect to any such plan that is fully insured, shall use commercially reasonable efforts to cause to be providedeach third-party insurer to: (i) waive all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan for such employee and his or her covered dependents, each Continuing unless such conditions would not have been waived under the comparable Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an Plan in which such employee of the Company on the day participated immediately prior to the Closing Date Closing; and who remains employed at (ii) cause any eligible expenses incurred by such employee and his or her covered dependents during the time portion of Closing. Notwithstanding the foregoingplan year of the Employee Plan ending on the date such employee’s participation in the corresponding Parent Benefit Plan begins to be taken into account under such Parent Benefit Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Parent Benefit Plan. (d) This Section 4.5 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.5, express or implied, shall confer upon any other Person, including Continuing Employees, any severance obligations accruing prior to the Closing shall remain obligations rights or remedies of Sellers and shall not transfer to Purchaserany nature whatsoever under or by reason of this Section 4.5. MoreoverNothing contained herein, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO)express or implied, shall be payable solely by Sellersconstrued to establish, amend or modify any benefit plan, program, agreement or arrangement. Notwithstanding The Parties hereto acknowledge and agree that the foregoing, the employment of each Continuing Employee is terminable by the Company at will.terms set forth in this