Common use of Employee Matters Clause in Contracts

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after Except as provided in this Section 7.3, for a period beginning on the Closing Date and continuing thereafter until the end of calendar year 2018 (the “Continuation Period”), Parent shall provide, or shall cause the Surviving Corporation and its Subsidiaries to provide, Employees as of immediately prior to the Effective Time who continue employment with Parent or any of its Subsidiaries, including the Surviving Corporation, at or following the Closing (the “Continuing Employees”) with employee benefits (excluding compensation and equity-based compensation) that are (i) December 31with respect to employee benefits that were elected for the Continuation Period during the Company’s annual enrollment period recently ended, 2019 if the Closing occurs on or before June 30same as those in effect for such Continuing Employees immediately prior to the Closing, 2019 or and (ii) otherwisewith respect to employee benefits that were not elected for the Continuation Period during the Company’s annual enrollment period recently ended, comparable in the nine (9) month aggregate to those in effect for such Continuing Employees immediately prior to the Closing; provided that until the one year anniversary of the ClosingClosing Date, Parent and the OpCo Buyer Surviving Corporation shall keep in effect all severance plans, practices and policies that are applicable to employees of the Company and its Subsidiaries as of the date hereof and set forth on Section 7.3(a) of the Company Disclosure Letter. During the Continuation Period, Parent shall, or shall cause the Company or any Company Subsidiary, as applicable Surviving Corporation and its Subsidiaries to, provide to each Employee who remains employed by the Continuing Employees coverage under the same Company Plans set forth in Section 7.3(a) of the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable Disclosure Letter as were in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee effect immediately prior to the Closing Date; provided. Except as set forth in Section 7.3(a) of the Company Disclosure Letter, however, that nothing herein shall preclude be deemed to limit the OpCo Buyer, the Company, any Company Subsidiary, right of Parent or any of their respective Affiliates, from terminating Affiliates to (i) terminate the employment of any employee Continuing Employee at any time on time, (ii) change or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with modify the terms or conditions of employment for any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Continuing Employee to the extent listed in such change is not inconsistent with the provisions of this Section 3.16(a7.3 or (iii) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, change or shall cause the modify any Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), other employee benefit plan or as a result of arrangement in accordance with its terms; provided that such Employee’s death change or disability, or (ii) that would modification does not otherwise exclude such Employee from receiving severance benefits under violate the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planthis Section 7.3.

Employee Matters. (a) From Unless otherwise mutually agreed by PACW and BANC prior to the Effective Time, BANC, as the Surviving Corporation, shall provide the employees of PACW and their Subsidiaries as of the Effective Time who continue to remain employed with the Surviving Corporation and its Subsidiaries (the “Continuing Employees”), immediately after the Closing until Effective Time, with the following: (i) December 31annual base salary or wages, 2019 if the Closing occurs as applicable, target cash incentive opportunities and target long term incentive opportunities (excluding in each case any retention, sign-on or before June 30, 2019 or (iispecial one-time awards) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not either (1) no less favorable in the aggregate than those provided to similarly situated employees of the base salarySurviving Corporation and its Subsidiaries, annual cash bonus opportunityor (2) provided in accordance with any employment agreement, and offer letter or other employee benefits made available compensation arrangement to each such which any Continuing Employee is a party or participant in immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the ClosingEffective Time; and provided, further, (ii) employee benefits that are no less favorable in the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable aggregate than those provided to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of Continuing Employees immediately prior to the Closing Effective Time; provided that, with respect to clause (ii), if the Continuing Employees and listed in Section 3.15(a) employees of BANC and its Subsidiaries are integrated into Benefit Plans of the Seller Disclosure Letter Surviving Corporation and its Subsidiaries, which may be done on a plan by plan basis, or if the Surviving Corporation and its Subsidiaries modify any existing plans or adopt new benefit plans with respect to the Continuing Employees and employees of BANC and its Subsidiaries (eachwhich plans will, among other things, (A) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (B) not discriminate between employees who were covered by PACW Benefit Plans, on the one hand, and those covered by BANC Benefit Plans on the other, at the Effective Time) (the “Company Severance PlanNew Benefit Plans”), with severance payments and benefits no less favorable than those provided participation in such applicable Company Severance Plan. During such periodplans shall be deemed to satisfy the foregoing standards, for purposes of establishing an Employee’s severance eligibility pursuant to it being understood that the Buyer Severance PlanContinuing Employees may commence participating in the PACW Benefit Plans, the OpCo Buyer shall, or shall cause the Company BANC Benefit Plans or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months New Benefit Plans on different dates following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant Effective Time with respect to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plandifferent plans.

Employee Matters. (a) From and after the Closing until (i) December 31Effective Time, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Parent shall, or and shall cause the Company Surviving Entity or any Company Subsidiary, as applicable employing Subsidiary to, provide to each Employee who remains any person employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other of its Subsidiaries as of the day immediately prior to the Effective Time (the “Affected Employees”) employee benefits that are not no less favorable in the aggregate than those provided by the base salary, annual cash bonus opportunity, Company (with the exception of the Company ESPP and other employee benefits made available to each such Employee its supplemental executive retirement plans) immediately prior to the Closing Date; providedEffective Time or, howeverin the sole discretion of Parent, those provided by Parent or its Subsidiaries to similarly situated employees of Parent or its applicable Subsidiary. From and after the Effective Time, with respect to the year ended December 31, 2011, Affected Employees shall be eligible to participate in such annual bonus plans as are sponsored by Parent or its Subsidiaries for similarly situated employees of Parent or the applicable Subsidiary and shall have a bonus opportunity under such plan that nothing herein shall preclude is no less than that of similarly situated employees of Parent or the OpCo Buyerapplicable Subsidiary who are eligible to participate in such plan but only with respect to the portion of the calendar year in which such Affected Employees are employees of Parent or its Subsidiaries. From and after the Effective Time, the Company, any Affected Employees who are working for the Company Subsidiary, or any of their respective Affiliatesits Subsidiaries in the United States will continue to be considered to be employees at will pursuant to the applicable employment at-will laws or doctrines, from terminating subject to any express written agreement to the employment of any employee at any time on or after contrary with such employee, and the Closing; and provided, further, that the OpCo Buyer shall, or shall cause Affected Employees who are working for the Company and each Company Subsidiary to, continue to recognize the labor organization that represents or any of its Employees and to assume and comply with Subsidiaries outside the United States will remain on his or her terms of any collective bargaining agreement or other agreement applicable to such Employees, but employment in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of place immediately prior to the Closing Effective Time. For the sake of clarity, Parent or its Subsidiaries shall have no obligation to continue to employ or engage the Affected Employees following the Effective Time other than obligations in accordance with Applicable Law or collective bargaining contracts. From and after the Effective Time, Parent shall honor, and shall cause the Surviving Entity to honor, each compensation and benefit arrangement listed in Section 3.15(a5.12(a) of the Seller Company Disclosure Letter (eachSchedule and to perform the obligations of the Company thereunder. For the avoidance of doubt, nothing in this Agreement shall be considered a “Company Severance Plan”), with severance payments contract between Parent and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes its Subsidiaries and any of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shallAffected Employees or consideration for, or shall cause the Company or the applicable Company Subsidiary inducement with respect to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of any such Employeeemployee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plancontinued employment.

Employee Matters. (a) From and after For a period of one year following the Closing until (i) December 31Effective Time, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary Parent shall provide to employees of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, of its Subsidiaries as applicable to, provide to each Employee of the Effective Time who remains employed by continue employment with the Company Surviving Corporation or any Company Subsidiary with a of its Affiliates (“Continuing Employees”) (i) base salary, annual cash bonus opportunity, and other employee benefits salaries that are not less favorable than the salaries provided to such employees by the Company and its Subsidiaries, as in effect on December 1, 2009, (ii) except for the employees set forth in Section 7.07(a)(ii) of the Company Disclosure Letter, annual or semi-annual, as applicable, cash bonuses that are not less than the annual or semi-annual, as applicable, cash bonuses provided to such employees by the Company and its Subsidiaries on December 1, 2009 and (iii) benefits (other than equity-based compensation and other than benefits referenced in Section 7.07(d)(ii) of the Company Disclosure Letter or Section 7.07(a)(iii) of the Company Disclosure Letter) that (A) to the extent provided under any Company Plan, are substantially comparable in the aggregate than to the base salary, annual cash bonus opportunity, benefits provided by the Company and other employee benefits made available to each its Subsidiaries under such Employee Company Plan immediately prior to the Closing DateEffective Time and (B) to the extent provided under any Continuing Employee Plan, are substantially comparable in the aggregate to the benefits provided to similarly-situated Parent employees under such Continuing Employee Plan; providedprovided that, howeverfor the avoidance of doubt and without limiting the foregoing clauses (A) and (B), nothing shall require that nothing herein shall preclude the OpCo Buyer, the Company, any aggregate level of benefits for Continuing Employees across all Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or Plans and Continuing Employee Plans after the ClosingEffective Time be substantially comparable to the benefits provided prior to the Effective Time under the Company Plans; and provided, further, that nothing shall prohibit Parent from terminating or causing the OpCo Buyer Company to terminate any Company Plan or Continuing Employee Plan following the Effective Time. Except as set forth in Section 7.07(d)(ii) of the Company Disclosure Letter, if the occurrence of the Merger or any other transactions contemplated under this Agreement would impose any limitation on the ability of the Company, the Surviving Corporation, Parent or any of their respective Affiliates to amend or terminate any Company Plan, the Company shall, or shall cause to the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with fullest extent permitted under the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately Plan and prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (eachdate that such limitation would be imposed, a “amend such Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant Plan to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of remove such Employee’s death or disability, or limitation and (ii) that would otherwise exclude provide for such Employee from receiving severance benefits under the Buyer Severance other modifications to such Company Plan pursuant as requested by Parent, with such modifications to the terms become effective as of the Buyer Severance Plan. Notwithstanding date immediately preceding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing Date.

Employee Matters. (a) From and after Parent shall, for a period of one (1) year immediately following the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary later of the ClosingAcceptance Time and the Effective Time, the OpCo Buyer shallprovide, or shall cause the Company or any Company SubsidiarySurviving Corporation and its Subsidiaries to provide, as applicable to, provide to each Employee employees who remains employed by shall have been employees of the Company or any of its Subsidiaries at the Acceptance Time who continue as employees of the Company, its Subsidiaries or the Surviving Corporation following the Acceptance Time (the “Company Subsidiary Employees”) with a base salaryemployee benefit plans, annual cash bonus opportunityprograms, policies and arrangements (other employee benefits than equity-based plans and severance arrangements) that are not less favorable comparable, in the aggregate aggregate, to the employee benefit plans, programs and arrangements (other than equity-based plans and severance arrangements) provided by the base salary, annual cash bonus opportunity, Company and other employee benefits made available its Subsidiaries to each such Employee Company Employees immediately prior to the Closing Date; providedAcceptance Time. Parent shall recognize the service of Company Employees with the Company and its Subsidiaries prior to the Acceptance Time as service with Parent and its Affiliates in connection with any Parent Benefit Plan which is made available to Company Employees following the Acceptance Time for purposes of any waiting period, howevervesting, that nothing herein eligibility and benefit entitlement where length of service is relevant. Parent shall preclude the OpCo Buyer, the Company, any Company Subsidiary(i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing conditions, if any, with respect to participation and coverage requirements applicable to Company Employees and their dependents under any Parent Benefit Plan that is a welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Acceptance Time (other than any limitations that were in effect with respect to such employees as of the Acceptance Time under the analogous Company Plan), and (ii) provide credit to Company Employees and their respective Affiliatesdependents for any co-payments, from terminating deductibles and out-of-pocket expenses paid by such employees under the employment employee benefit plans, programs or arrangements of any employee at any time on or after the Closing; Company and providedits Subsidiaries during the portion of the relevant plan year, further, that including the OpCo Buyer shall, or Purchase Date. Parent shall cause the Company Surviving Corporation and each Company Subsidiary to, continue its Subsidiaries to recognize the labor organization that represents any of its Employees and to expressly assume and comply with the terms of agree to perform any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation change in control agreement listed in Section 3.11(h) of the Company Disclosure Letter in the same manner and to the same extent that the Company and its Subsidiaries would be required to perform it if the Transactions had not taken place. Notwithstanding anything to the contrary contained herein, Parent shall honor, and cause the Surviving Corporation and its Subsidiaries to honor, in accordance with its terms as in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance PlanAcceptance Time, the OpCo Buyer shall, or shall cause 2008 Severance Pay Plan for the benefit of Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanEmployees.

Employee Matters. (a) From and after the Closing until (i) December 31Effective Time, 2019 if Parent will cause the Closing occurs on or before June 30Surviving Corporation to honor, 2019 or (ii) otherwisein accordance with their terms, the nine (9) month anniversary employment contracts, severance agreements and similar agreements with officers and employees of the Closing, the OpCo Buyer shall, or shall cause Company and its Subsidiaries set forth in Schedule 6.9 of the Company or any Company SubsidiaryDisclosure Statement (the "Executive Agreements"); PROVIDED, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, howeverHOWEVER, that nothing herein shall preclude any change in any Executive Agreement effective on a prospective basis that is permitted pursuant to the OpCo Buyer, terms of this Agreement or the Company, applicable Employee Plan. Company performance in respect of any Company Subsidiary, performance or other programs shall be calculated without taking into account any expenses or costs directly associated with or arising as a result of the transactions contemplated by this Agreement or any non-recurring charges that would not reasonably be expected to have been incurred had the transactions contemplated by this Agreement not occurred. With respect to employees of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary toits Subsidiaries, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) obligations of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period and its Subsidiaries under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement Employee Plans as in effect as of immediately prior to the Closing Effective Time and listed will provide employee benefit plans with aggregate employee benefits to Company Employees that are no less favorable than the aggregate benefits provided to them immediately prior to the Effective Time pursuant to the plans set forth in Section 3.15(a) Schedule 6.9 of the Seller Company Disclosure Letter (eachStatement; PROVIDED THAT Parent at its sole option may provide employee benefits to Company Employees which, a “Company Severance Plan”)in the aggregate, with severance payments and benefits are no less favorable than those provided in such applicable Company Severance Planto similarly situated employees of Parent. During such periodWith respect to any plans established by Parent, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Planextent a Company Employee becomes eligible to participate in any such plans, Parent shall grant to such Company Employee from and after the OpCo Buyer shallEffective Time, or shall cause credit for all service with the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” and its affiliates and predecessors (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment and any other service credited by the Company under similar Employee Plans) prior to the Effective Time for eligibility to participate, benefit accrual and vesting purposes. To the extent Parent benefit plans provide medical or dental welfare benefits, such plans shall waive any preexisting conditions and actively at-work exclusions with respect to Company Employees (but only to the extent such Company Employees were provided coverage under the Employee Plans) and shall provide that any expenses incurred on or before the Effective Time in the applicable plan year by or on behalf of any Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined Employees shall be taken into account under the Buyer Severance Plan or Parent benefit plans for the purposes of satisfying applicable deductible, co-insurance and maximum out-of- pocket provisions for such Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanEmployees.

Employee Matters. Section 2.17 of the Schedule of Exceptions sets forth an accurate list of any material compensation or benefit plan or agreement (including any employee benefit plan, program, policy, agreement or contract providing benefits to any current or former employee, officer or director of it or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by it or any of its Subsidiaries or to which it or any of its Subsidiaries contributes or is obligated to contribute (other than government-based plans), including any “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), all employment or severance agreements, and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, change of control or fringe benefit plans, programs or policies (any of the foregoing a “Benefit Plan”) of the Company and its Subsidiaries. There do not now exist, and to the Company’s knowledge, there are no existing circumstances that could reasonably be expected to result in, any liabilities (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary under Title IV of the ClosingEmployee Retirement Income Security Act of 1974, as amended, and the OpCo Buyer shallrules and regulations promulgated thereunder (“ERISA”), (b) under Section 302 of ERISA, (c) under Sections 412 and 4971 of the Code, (d) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or shall cause the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA, and (e) under corresponding or similar provisions of foreign laws or regulations (any such liability a “Controlled Group Liability”) to the Company or any Company Subsidiaryof its Subsidiaries except for those that, as applicable toindividually or in the aggregate, provide would not be reasonably likely to each Employee who remains employed have a Material Adverse Effect on the Company. No Benefit Plan maintained or contributed to by the Company or any of its Subsidiaries or to which the Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of its Subsidiaries is required to contribute (any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, plan a “Company Severance Company’s Benefit Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or ) is a “circumstance that the Company finds warrants providing pay or benefitsmultiemployer plan” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicableSection 4001(a)(3), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From Huntington shall provide the employees of FirstMerit and after its Subsidiaries as of the Closing until Effective Time (the “Continuing Employees”), for so long as they are employed following the Effective Time, with the following: (i) during the period commencing at the Effective Time and ending on December 31, 2019 if 2016, annual base salary or wages, as applicable, and target incentive opportunities (including equity-based awards) that are no less than the Closing occurs on annual base salary or before June 30wages, 2019 or as applicable, and target incentive opportunities in effect for each such employee immediately prior to the Effective Time, (ii) otherwiseduring the period commencing on January 1, 2017 and ending on the nine (9) month first anniversary of the ClosingEffective Time, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a annual base salary, annual cash bonus opportunitywages and target incentive opportunities (including equity-based awards) that are substantially comparable in the aggregate to those provided to similarly situated employees of Huntington and its Subsidiaries, and other (iii) during the period commencing at the Effective Time and ending on the first anniversary thereof, employee benefits that are not less favorable substantially comparable in the aggregate than the base salary, annual cash bonus opportunity, to those provided to similarly situated employees of Huntington and other employee its Subsidiaries (excluding any frozen benefit plans of Huntington and its Subsidiaries or benefit plans that exclusively provide benefits made available to each such Employee immediately prior to the Closing Dategrandfathered employees of Huntington and its Subsidiaries); provided, howeverthat until such time as Huntington fully integrates the Continuing Employees into its plans, that nothing herein participation in the FirstMerit Benefit Plans shall preclude be deemed to satisfy the OpCo Buyerforegoing standards, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, it being understood that the OpCo Buyer shallContinuing Employees may commence participating in the plans of Huntington on different dates following the Effective Time with respect to different benefit plans. For a period beginning at the Effective Time and continuing through the first anniversary thereof, Huntington or its Subsidiaries shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide severance to each Continuing Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing FirstMerit and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan its Subsidiaries pursuant to the terms and conditions of the Buyer Severance Plan. Notwithstanding severance plan or policy of FirstMerit and its Subsidiaries applicable to such Continuing Employees as of the foregoing, any Employee who becomes eligible to receive date hereof (as set forth on Section 6.7(a) of the FirstMerit Disclosure Schedule); provided that (A) such severance benefits under the Buyer Severance Plan shall be required subject to satisfy all other conditions the execution (and eligibility requirements non-revocation) of the Buyer Severance Plan a customary release of claims and (B) such severance may be paid in order to receive any severance benefits under the Buyer Severance Plana lump sum.

Employee Matters. (a) From Subject to Section 2.7, from and after the Effective Time, Parent will cause the Surviving Corporation to honor in accordance with their terms all Benefit Plans and compensation arrangements and agreements of the Company and the Company Subsidiaries as in effect immediately prior to the Effective Time. Effective as of the Effective Time and during the period from the Effective Time until December 31 of the calendar year following the calendar year in which the Closing until occurs (the “Continuation Period”), Parent will provide, or will cause the Surviving Corporation to provide to each employee of the Company and the Company Subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective Subsidiaries following the Effective Time (collectively, the “Continuing Employees”), (i) December 31an annual base salary or wage rate and target and maximum short-term annual incentive compensation opportunities that are no less than those provided to such Continuing Employee immediately prior to the Closing, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, target and maximum long-term cash incentive compensation opportunities that are no less than the nine (9) month anniversary of target and maximum cash value assumptions that were used when granting target equity-based incentive compensation opportunities to such Continuing Employee prior to the Closing, (iii) to the OpCo Buyer shallextent not otherwise duplicative with other benefits, retirement benefits and accruals under the applicable Benefit Plans in accordance with the Company’s past practices, (iv) severance benefits upon an involuntary termination without cause (or shall termination for good reason, if applicable) at least equal to the severance benefits upon an involuntary termination without cause (or termination for good reason, if applicable) that would have been provided to each such Continuing Employee in the event of an involuntary termination without cause (or termination for good reason, if applicable) under the Benefit Plans of the Company or any and the Company SubsidiarySubsidiaries, without amendment, as currently in effect on the date of this Agreement or as required by applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunityLaw, and other (v) to the extent not otherwise duplicative with employee benefits otherwise described in this Section 7.2(a), employee benefits that are not less at least as favorable in the aggregate than as the base salary, annual cash bonus opportunity, and other employee benefits made available provided to each such Continuing Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude under the OpCo Buyer, the Company, any Company Subsidiary, or any Benefit Plans of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanSubsidiaries.

Employee Matters. As of the Effective Time, Parent shall provide the employees of the Company who are employed by Parent or one of its Subsidiaries after the Effective Time (the “Continuing Employees”) and their dependents, as applicable, with either, or a combination of, (a) From comparable types and levels of employee benefits as those provided to similarly situated employees of Parent or its Subsidiaries and their dependents, as applicable, pursuant to the terms of the employee benefit arrangements of Parent (such arrangements the “Parent Benefit Arrangements”), or (b) benefits under the Current Employee Benefit Plans, all or some of which Parent may continue to sponsor on and after the Closing until Date (ithe “Continued Plans”). To the extent Parent elects to provide employee benefits to the Continuing Employees and their dependents, as applicable, pursuant to clause (b) December 31above, 2019 if the Continuing Employees shall be entitled to participate in the Continued Plans from and after the Closing occurs on Date until such time that Parent suspends participation in or before June 30terminates such Continued Plans (the “Transition Period”); provided, 2019 or (ii) otherwisethat in any event, the nine (9) month anniversary Continuing Employees shall be entitled to participate in the Continued Plans for the remainder of the Closingcalendar year in which the Effective Time occurs. Upon the expiration of the Transition Period, the OpCo Buyer Continuing Employees shall then be entitled to participate in the Parent Benefit Arrangements. To the extent the Continuing Employees participate in a Parent Benefit Arrangement, Parent shall, or for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under such Parent Benefit Arrangement, provide that such Continuing Employees shall cause receive service credit under such Parent Benefit Arrangement for their period of service with the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, its Subsidiaries and other employee benefits made available to each such Employee immediately predecessors prior to the Closing Date; providedEffective Time, howeverexcept where doing so would cause a duplication of benefits. Parent shall waive all limitations as to preexisting condition exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements in connection with the medical, dental and vision benefits that nothing herein such Continuing Employees may be eligible to receive pursuant to a Parent Benefit Arrangement after the Effective Time. Parent shall preclude also provide the OpCo BuyerContinuing Employees with credit for any co-payments, deductibles and offsets made pursuant to the Companyapplicable Current Employee Benefit Plans described in Section 3.19(f) for the purposes of satisfying any applicable deductible or out-of-pocket expenses under any Parent Benefit Arrangement in the calendar year, any Company Subsidiary, plan year or policy year (as applicable under the terms of such Parent Benefit Arrangement) in which the Effective Time occurs. Any vacation or paid time off that is accrued and unused by a Continuing Employee prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time and thereafter shall be carried forward subject to Parent’s policies and procedures. Nothing in this Section 5.10 shall be construed to limit the right of Parent or any of their respective Affiliatesits Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) to amend or terminate any Continued Plan or other Employee Benefit Plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.10 be construed to prohibit Parent or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) from terminating the employment of any employee at particular Continuing Employee following the Closing Date. Without limiting the generality of Section 8.7, nothing in this Section 5.10 shall: (a) grant any time on rights or after benefits to any Person other than the Closing; and provided, further, that the OpCo Buyer shallParties or (b) amend, or shall cause the Company and each Company Subsidiary tomay be construed as amending, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Current Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Benefit Plan, Parent Benefit Arrangement or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planemployee benefit plan.

Employee Matters. (a) From and after For a period of one year following the Closing until Date (i) December 31the “Continuation Period”), 2019 if Parent shall cause each individual who is employed as of the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause Date by the Company or any a Subsidiary thereof (a “Company Subsidiary, as applicable to, provide to each Employee Employee”) and who remains employed by the Company Parent or any Company Subsidiary with a base salaryof its Subsidiaries (including the Surviving Corporation, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, LLC Sub or any of their respective AffiliatesSubsidiaries) to be provided with, from terminating for the employment portion of any the Continuation Period during which such Company Employee is employed, (i) base compensation (salary or wages, as applicable), and as applicable, an annual bonus opportunity that are no less favorable than those provided to similarly situated employees of Parent or its Subsidiaries (provided that, with respect to each applicable Company Employee’s annual bonus for 2017, the benefits contemplated by Item 1 of Schedule 6.9 of the Company Disclosure Letter shall be deemed to satisfy the incentive compensation opportunity requirements of this clause (i)) and (ii) employee at any time on benefits (other than severance) that are substantially comparable in the aggregate to those that are provided to similarly situated employees of Parent or after its Subsidiaries; provided that, for purposes of this clause (ii), the Closing; and provided, further, that the OpCo Buyer shall, or shall cause employee benefits (other than severance) generally provided to employees of the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect Subsidiaries as of immediately prior to the Closing and listed Date shall be deemed to be substantially comparable in the aggregate to those provided to similarly situated employees of Parent or its Subsidiaries, it being understood that so long as all Company Employees are continuously provided with the employee benefits required by this clause (ii), the Company Employees may commence participation in the “employee benefit plans,” as defined in Section 3.15(a3(3) of the Seller Disclosure Letter ERISA (each, a “Company Severance Plan”whether or not subject to ERISA), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes maintained by Parent or any of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Planits Subsidiaries (collectively, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment “New Plans”) at such times as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment are determined by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanParent.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Parent shall, or shall cause the Company or any Company Subsidiary, as applicable another Buyer Party to, provide offer to each Employee all Business Employees (other than those Business Employees who remains are not employed by the a Seller Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to Closing) employment with a starting date effective as of the Closing DateClosing; provided, however, that nothing herein shall preclude the OpCo BuyerBuyer Parties may withdraw an employment offer to any Business Employee prior to such Business Employee beginning work on the job if (i) such Business Employee does not, within ten days of a request made by a Buyer Party prior to Closing, submit to a medical exam (such medical exam to be performed at Parent's cost) (a "Post-Offer Medical Exam") or (ii) a Post-Offer Medical Exam reveals (x) that the Company, any Company Subsidiary, Business Employee cannot perform the essential functions of such Business Employee's current job with or any without a reasonable accommodation or (y) that the Business Employee would pose a direct and substantial threat to the health and safety of their respective Affiliates, from terminating such Business Employee or other employees of the employment of any employee at any time on Buyer Parties if such Business Employee continued to perform his or after the Closingher current job responsibilities; and provided, further, that the OpCo if such Business Employee is currently on a workers' compensation leave and his/her condition is not permanent and stationary, such offer may not be withdrawn. The Buyer shall, or Parties shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms Americans with Disabilities Act and all other applicable Legal Requirements in connection with any withdrawal by any Buyer Party of an employment offer to a Business Employee pursuant to this Section 6.03(a). ICO shall be responsible for all Liabilities and obligations owed to Business Employees under any contract, agreement, employee benefit plan, stock option plan, bonus plan, incentive plan or similar arrangement of any collective bargaining agreement or other agreement applicable to such EmployeesSeller Company; provided, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Furtherhowever, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to that the Buyer Severance Plan, or any applicable individual employment, Parties shall be responsible for all severance or separation agreement in effect as of payments to Business Employees (other than Business Employees who are not employed by a Seller Company immediately prior to the Closing and listed in Section 3.15(aClosing) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under who are not offered employment with the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result Parties in accordance with the first sentence of such Employee’s death or disability, this Section 6.03(a) or (ii) that would otherwise exclude such Employee whose employment offer from receiving severance benefits under the Buyer Severance Plan pursuant Parties is withdrawn for reasons other than (A) such Business Employee not submitting to the terms a Post-Offer Medical Exam or (B) a Post-Offer Medical Exam revealing that such Business Employee has silicosis, asbestosis or another respiratory-related affliction or is not capable of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be wearing a respirator if required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planconnection with his or her normal work duties.

Employee Matters. (a) From and after At the Closing until Date, Purchaser shall hire all Business Employees other than those set forth on Schedule 5.3 hereto (the ------------ Business Employees to be hired by Purchaser are referred to as the "Employees"). Purchaser shall retain the Employees for a period of not less than 91 days following the Closing Date. If (i) December 31, 2019 if the Purchaser terminates the employment of any Employee without "cause" during the 91 day period following the Closing occurs on or before June 30Date, 2019 or (ii) otherwisethe Purchaser relocates any Employee to an office more than 100 miles from such Employee's office at the Closing Date during the 91 day period following the Closing Date without the Employee's consent and the Employee terminates employment as a result of such involuntary relocation, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or then Purchaser shall cause the Company or any Company Subsidiary, as applicable to, provide to each such Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, continued salary and other employee benefits that are not less favorable in at the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available rate and/or level provided to each such Employee immediately prior to the date of such termination or relocation for the remainder of the 91 day period following the Closing Date; provided. For the purposes of this Section 5.3, however"cause" shall mean (i) the conviction of a felony, that nothing herein shall preclude (ii) the OpCo Buyerwillful failure to perform reasonable job- related requests, (iii) an act or omission of gross misconduct injurious to Purchaser, or (iv) a material violation of Purchaser's rules, policies or procedures. All Employees who work in positions comparable to employees of Purchaser who are covered by Purchaser's employee benefit plans (such Employees collectively, the Company"Covered Employees") shall be entitled, any Company Subsidiary, or any of their respective Affiliates, from terminating to the employment of any employee at any time on or after the Closing; extent permitted by applicable law and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement Purchaser's employee benefit plans, to participate in all employee benefit plans of Purchaser to the same extent as Purchaser's employees currently employed in comparable positions. To the extent permitted by applicable to such law, the period of service with PSA and/or PSA SUB for all Covered Employees shall be recognized for vesting and eligibility purposes under Purchaser's employee benefit plans. All Covered Employees, but in effective as of 12:00 a.m. midnight on the Closing Date, shall be covered under the medical and dental benefit plans of Purchaser as new employees of Purchaser with a waiver of any waiting period and of any pre-existing condition limitations. In addition, if the Closing Date falls within an annual period of coverage under any group health plan or group dental plan of Purchaser, each case only to Covered Employee shall be given credit for covered expenses paid by that Employee under the extent listed in Section 3.16(a) comparable employee benefit plans of the Seller Disclosure Letter. Further, the OpCo Buyer shall, PSA or shall cause the Company or PSA SUB during the applicable Company Subsidiary to, provide to each Employee who suffers a termination coverage period through the Closing Date towards the satisfaction of employment during such period any deductible limitation and out-of-pocket maximum that may apply under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, group health plan or any applicable individual employment, severance or separation agreement in effect as group dental plan of immediately prior to the Closing Purchaser and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planits Subsidiaries.

Employee Matters. (a) From On and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Parent shall, or and shall cause the Company or any Company Subsidiary, as applicable Surviving Entity to, provide to each Employee who remains employed by honor in accordance with their terms all severance obligations of the Company or any Company Subsidiary with a base salarylisted in Section 2.23(a) of the Company Disclosure Schedule, annual cash bonus opportunityexcept as may otherwise be agreed to by the parties thereto, and the Company or Parent shall pay on the Closing Date to the applicable officers and employees listed in said Section of the Company Disclosure Schedule, any amounts with respect to such severance obligations that are payable by their terms upon consummation of the Merger, at the Effective Time or on the Closing Date (collectively, the “Severance Amounts”) unless prior to the Closing any of the Severance Amounts are funded into the SPS Benefits Protection Trust (the “Trust”), in which case such funded Severance Amounts shall be payable to such applicable officers and employees directly from the Trust. For the period through September 30, 2004, employees of the Surviving Entity and the Company Subsidiaries who remain employed after the Effective Time (the “Company Employees”) will continue to participate in the employee benefit plans (other than deferred compensation plans, supplemental retirement plans, management incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), long range incentive plans (except as set forth in clause (b) below for the plans in effect on the Closing Date), performance incentive plans, severance plans (excluding severance obligations that Parent has agreed to honor in accordance with the immediately preceding sentence), and stock option plans or other employer stock match or other employer stock related provisions) on substantially similar terms to those currently in effect. Thereafter, Parent shall, and shall cause the Surviving Entity to, provide the Company Employees with the types and levels of employee benefits that are not no less favorable in the aggregate than those maintained from time to time by Parent or the base salary, annual cash bonus opportunitySurviving Entity for similarly-situated employees of Parent or the Surviving Entity. Parent shall, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary Surviving Entity to, continue treat, and cause the applicable benefit plans to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Furthertreat, the OpCo Buyer shall, or shall cause service of Company Employees with the Company or the applicable Company Subsidiary to, provide Subsidiaries attributable to each Employee who suffers a termination of employment during such any period under before the circumstances establishing such Employee’s severance eligibility pursuant Effective Time as service rendered to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) Parent of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, Surviving Entity for purposes of establishing an Employee’s severance eligibility pursuant to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation. Without limiting the Buyer Severance Planforegoing, the OpCo Buyer shallParent shall not, or and shall cause the Surviving Entity to not, treat any Company Employee as a “new” employee for purposes of any exclusions under any health or similar plan of Parent or the applicable Surviving Entity for a pre-existing medical condition, and any deductibles and co-pays paid under any of the Company’s or any of the Company Subsidiary Subsidiaries’ health plans shall be credited towards deductibles and co-pays under the health plans of Parent or the Surviving Entity, if applicable. Parent shall, and shall cause the Surviving Entity to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of make appropriate arrangements with its insurance carrier(s) to ensure such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Planresults. Notwithstanding the foregoing, Parent and the Company acknowledge that group health, prescription drug and dental benefit plans are subject to renewal effective January 1, 2004; that the Company will begin renewal negotiations and consideration of plan design changes prior to, but will not complete the renewal process by, the Effective Time; provided that the Effective Time has not occurred by January 1, 2004; and that market factors in recent years have created substantial volatility in group health, prescription drug and dental plan renewals. Therefore, Parent shall have the right to make plan design changes in any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy or all other conditions and eligibility requirements of the Buyer Severance Plan in order foregoing plans to receive any severance benefits under the Buyer Severance Planextent reasonably necessary to keep premium increases for individual plans below ten percent (10%) for the 2004 plan year.

Employee Matters. (a) From and after the Closing until (i) December 31Unless Seller or Seller Parent otherwise consent in writing, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable an Affiliate to, provide offer employment, effective as of the applicable Hire Date to each those Business Employees (i) who are specifically identified on Schedule 5.1 or (ii) with the job categories or titles set forth on Schedule 5.1, which identifies the intended Hire Date for such Business Employees who are employed by Seller or Seller Parent as of the Closing and whom Buyer reasonably determines, in its sole discretion, meet the standards of employment applicable to Buyer’s employees generally (each, a “Scheduled Employee”) which schedule may be amended upon mutual agreement of the Parties. Any Scheduled Employee who remains employed accepts and commences active employment with Buyer effective as of the applicable Hire Date shall be referred to herein as a “Hired Employee”, with such employment to be conditioned upon the consummation of the transactions contemplated by this Agreement and the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing DateAncillary Agreements; provided, however, that nothing herein with respect to any Scheduled Employee who is not actively employed at the time such offers are made because such employee is on a leave of absence (other than regularly scheduled vacation) (the “Leave of Absence Employees”), Buyer shall preclude the OpCo Buyer, the Company, be under no obligation to make an offer to any Company Subsidiary, or any such Leave of their respective Affiliates, from terminating the Absence Employees unless and until such Leave of Absence Employee returns to active employment of any employee at any time on or after within three (3) months following the Closingapplicable Hire Date; and provided, further, that, notwithstanding anything in this Agreement to the contrary, Buyer shall have no Liability with respect to any Leave of Absence Employee unless such employee returns to active employment on or within three (3) months of the applicable Hire Date and accepts Buyer’s offer of employment within such time; and provided, further, that the OpCo Buyer shallshall not use any such leave of absence as cause to modify, alter, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents change any proposed offer of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only employment to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination detriment of such Leave of Absence Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing. All Scheduled Employees, other than Leave of Absence Employees, shall be employed on a termination (i) substantially uninterrupted basis by the Company or the applicable Company Subsidiary for “cause” (Xxxxx as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanHire Date set forth on Schedule 5.1.

Employee Matters. (a) From and after Following the Closing until Date, Purchaser shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are actively employed by Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are generally made available to similarly situated employees of Purchaser or its Subsidiaries (other than Company and its Subsidiaries) (collectively, the “Purchaser Plans”), as applicable; provided that (i) December 31, 2019 if the Closing occurs on in no event shall any Covered Employee be eligible to participate in any closed or before June 30, 2019 or frozen Purchaser Plan; and (ii) otherwiseuntil such time as Purchaser shall cause Covered Employees to participate in the Purchaser Plans, a Covered Employee’s continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the nine foregoing provisions of this sentence (9) month anniversary it being understood that participation in the Purchaser Plans may commence at different times with respect to each Purchaser Plan). Notwithstanding any other provision of this Agreement to the Closingcontrary, the OpCo Buyer Purchaser shall, or shall cause the Surviving Company to maintain the Company’s Reduction in Force Severance Policy (as amended) without amendment following the Effective Time (the “Company Severance Plan”) and provide each Covered Employee whose employment is terminated (other than under circumstances that constitute a termination for “cause” or any Company Subsidiary, as applicable to, provide who are not otherwise party to each Employee who remains employed by an individual agreement that provides for severance pay) during the one-year period following the Effective Time with severance under the Company or Severance Plan. ; provided that, the severance benefits provided to a terminated Covered Employee shall be determined without taking into account any Company Subsidiary with reduction after the Effective Time in compensation paid to such Covered Employee and may be conditioned on the Covered Employee signing a base salary, annual cash bonus opportunity, separation and other employee benefits that are not less favorable general release agreement in the aggregate than the base salaryform reasonably acceptable to Purchaser. In addition, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer Purchaser shall, or shall cause the Surviving Company and each Company Subsidiary to, continue honor the obligations with respect to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed Company’s retiree medical program as set forth in Section 3.16(a6.5(a) of the Seller Company Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanSchedule.

Employee Matters. Parent may, in its sole discretion, continue any Company Benefit Plan or employee policy or program in effect immediately prior to the Effective Time (aeach a “Pre-Merger Plan”), including a 401(k) From and plan or medical plan, for any period of time after the Closing until Effective Time for the benefit of any Company Employees. To the extent Parent does not continue a Pre-Merger Plan applicable to a Company Employee, such Company Employee shall be eligible, subject to the provisions herein, to participate in any corresponding Benefit Plan maintained by Parent providing benefits to any Company Employee after the Effective Time (ithe “Post-Merger Plans”) December 31to the extent such Post-Merger Plan replaces similar coverage under such Pre-Merger Plan. To the extent permitted under such Post-Merger Plans, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallParent will, or shall will cause the Company or any Company Subsidiary, as applicable its Subsidiaries to, provide to each Employee who remains employed by give Company Employees full credit under any such Post-Merger Plan for their years of service with the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in to the aggregate than same extent recognized by the base salary, annual cash bonus opportunity, and other employee benefits made available to each Company or such Employee Company Subsidiary under the corresponding Pre-Merger Plan immediately prior to the Closing DateEffective Time for purposes of eligibility and vesting (excluding vesting in equity based awards, eligibility for post-employment welfare benefits and benefit accruals). The value of the compensation and benefits provided under the Pre-Merger Plans or the Post-Merger Plans, as applicable in accordance with the foregoing, to Company Employees, taken as a whole, after the Effective Time through December 31, 2009, shall be substantially similar to the value of the compensation and benefits provided under the Company Benefit Plans (determined without regard to awards under the Company Incentive Plans) to the Company Employees, taken as a whole, immediately prior to the Effective time, as determined by Parent in good faith after taking into account all facts and circumstances. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all Post-Merger Plans to the extent coverage under such Post-Merger Plan replaces coverage under any Pre-Merger Plan; provided, however, to the extent such Company Employee is not covered by a Pre-Merger Plan immediately prior to the Effective Time due to failure to satisfy the applicable waiting period, such Company Employee shall be subject to the waiting time applicable to a Parent employee with respect to the corresponding Post-Merger Plan that nothing herein replaces such Pre-Merger Plan (giving full service credit for service by such Company Employee with the Company in satisfying such waiting time); provided further, to the extent a Company Employee is covered by a Pre-Merger Plan but does not satisfy the service requirements for the corresponding Post-Merger Plan, the Post-Merger Plan may allow such Company Employee to participate in such Post-Merger Plan to the extent permitted under such Post-Merger Plan, as determined in good faith by Parent, or Parent shall preclude continue the OpCo BuyerPre-Merger Plan for such Company Employee or otherwise provide comparable substitute coverage; and (ii) for purposes of each Post-Merger Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such Post-Merger Plan to be waived for such employee and his or her covered dependents to the extent such exclusions and requirements did not apply to such individual under the corresponding Pre-Merger Plan and to the extent permitted under the Post-Merger Plans or otherwise required by applicable Law, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Pre-Merger Plan ending on the date such employee’s participation in the corresponding Post-Merger Plan begins to be taken into account under such Post-Merger Plan for purposes of satisfying all deductible, coinsurance 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 Post-Merger Plan. Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any Benefit Plan sponsored, maintained or contributed to by the Company, any Company Subsidiary, Parent or any of their respective Affiliates, from terminating Subsidiaries. No Company Employee or any other Person (other than the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue parties to recognize the labor organization that represents any of its Employees and this Agreement) is intended to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) be a beneficiary of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination provisions of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in this Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan5.14.

Employee Matters. (a) From Parent hereby agrees that individuals identified as continuing employees ("Continuing Employees") in Section 5.06(a)(1) of the Company Disclosure Schedule and after who are employed by the Company as of the Closing until shall continue to be employed by the Surviving Corporation immediately following the Closing. Upon request of Parent, Company shall terminate the employment or services of all individuals not identified as a Continuing Employee as soon as practicable following the earlier to occur of (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 consummation of the Offer or (ii) otherwise, the nine (9) month anniversary Parent's waiver of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior conditions to the Closing Date; provided, however, that nothing herein Offer set forth in Annex A upon an extension of the Offer. Each such terminated employee shall preclude receive the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue severance pay as determined pursuant to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a5.06(c) of the Seller Company Disclosure LetterSchedule with respect to such employee. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Each Continuing Employee who suffers identified as a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed transition employee in Section 3.15(a5.06(a)(1) of the Seller Company Disclosure Letter Schedule (each, a “Company Severance Plan”), with "Transition Employee") shall receive the severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pay as determined pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause Section 5.06(c) of the Company Disclosure Schedule with respect to such employee upon the earlier to occur of (i) termination of the Transition Employee's employment by Parent or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” Surviving Corporation (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (ifor cause as defined in Section 5.06(c) by of the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicableDisclosure Schedule), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude the completion of the respective Transition Employee's transition period set forth in Section 5.06(a)(1) of the Company Disclosure Schedule. Prior to the consummation of the Offer, the Company shall assist Parent in causing, and Parent shall reasonably endeavor to cause, each Continuing Employee who is identified in Section 5.06(a)(1) of the Company Disclosure Schedule as key employee ("Key Employee") to enter an employment agreement substantially in the form as set forth 5.06(a)(2) of the Company Disclosure Schedule which shall provide for base salary equal to or exceeding the respective employee's salary on the date hereof (which base salary the Company represents has not been increased since April 15, 2002). Except as modified or amended with the consent of a Continuing Employee, or actions taken in furtherance thereof, Parent hereby agrees, and agrees to cause the Surviving Corporation, to comply with the terms and make required payments when due under (and not to attempt to invalidate), each of the contracts and agreements identified in Section 3.01(i) of the Company Disclosure Schedule. Neither this Section 5.06 nor any other provision of this Agreement shall limit the ability or right of the Company to terminate the employment of any of its employees after the Closing (subject to any rights of any such Employee from receiving severance benefits under the Buyer Severance Plan employee pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plana written contract or agreement).

Employee Matters. (a) From and after For the period commencing as of the Closing until (i) December 31, 2019 if Date and ending on the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month first anniversary of the ClosingClosing Date, the OpCo Buyer Parent shall, or shall cause one of its Controlled Affiliates to, provide each employee of the Company or any Company Subsidiary, as applicable to, provide to each Employee of its Subsidiaries who remains employed by continues their employment with Parent or one its Controlled Affiliates immediately following the Company or any Company Subsidiary with a Closing (the “Continuing Employees”) (i) the base salary, annual cash bonus opportunity, and other employee benefits salary that are not is no less favorable in the aggregate than the lesser of the base salary, annual cash bonus opportunity, and other employee benefits made available salary provided to each such the Continuing Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide base salary provided to each Employee who suffers a termination similarly situated employees of employment during such period under Parent and its Controlled Affiliates (other than the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of Group Companies) immediately prior to the Closing and listed (ii) all other employee benefits (excluding equity, equity-based and change in Section 3.15(acontrol benefits) of that are, in the Seller Disclosure Letter (eachaggregate, a “Company Severance Plan”), with severance payments and benefits no less favorable than those the lesser of the employee benefits (excluding equity, equity-based and change in control benefits) provided to the Continuing Employee immediately prior to the Closing or the employee benefits (excluding equity, equity-based and change in such applicable control benefits) provided to similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to recognize the prior service with the Company Severance Plan. During such periodand its Subsidiaries of each of the Continuing Employees for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including, but not limited to, for purposes of establishing an Employee’s vacation, sick and paid time-off accrual and severance eligibility pursuant benefits). Parent shall (or cause its Controlled Affiliates to) use commercially reasonable efforts to waive all limitations as to pre-existing conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to such Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Buyer Severance Plan, the OpCo Buyer shall, Closing. Parent shall (or shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Benefit Plans for the year in which the Closing occurs under Parent’s (or one of its Controlled Affiliates’) medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under such employee benefit plans in the year in which the Closing occurs. Notwithstanding anything herein to the contrary, this Section 6.10 shall not operate to (i) duplicate any benefit provided to any such Continuing Employee or to fund any such benefit, (ii) require Parent, the Company or any of their respective Subsidiaries and Affiliates to continue to maintain any employee benefit plan in effect following the applicable Company Subsidiary toClosing for the employees of Parent, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or any of their respective Subsidiaries and Affiliates, including such Continuing Employees, or (iii) be construed to mean the applicable Company Subsidiary that occurs within twelve (12) months following the Closingemployment of such Continuing Employees is not terminable by Parent, other than a termination (i) by the Company or the applicable Company Subsidiary any of their respective Subsidiaries and Affiliates at any time, for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions reason and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planwithout notice.

Employee Matters. (a) From and after the Closing Effective Time, the Company and its Subsidiaries shall, and Parent shall cause the Surviving Company and its Subsidiaries to, honor all Company Benefit Plans, and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time, provided that nothing herein shall be construed as prohibiting the amendment or termination of any of the foregoing in accordance with its terms. From the Effective Time until the one year anniversary of the Effective Time, Parent shall provide, or shall cause to be provided, to each current (as of immediately prior to the Effective Time) employee of the Company or its Subsidiaries (collectively, the “Company Employees”) (i) base compensation and bonus opportunities that, in the aggregate, are at least equal to those that were provided to the Company Employee immediately before the Effective Time (provided that Parent shall make no modifications to bonus opportunities with respect to the Company’s fiscal year ended June 30, 2015) and (ii) accrual based-vacation policies that are at least equal to those that were provided to the Company Employee immediately before the Effective Time. From the Effective time until December 31, 2019 if 2015, Parent shall provide, or shall cause to be provided, to each current Company Employee, all other employee health, retirement and welfare benefits and commission opportunities that are no less favorable than the Closing occurs on compensation and benefits or commissions that were provided to the Company Employee immediately before June 30the Effective Time. Notwithstanding any other provision of this Agreement to the contrary, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Parent shall, or shall cause the Surviving Company or any Company Subsidiary, as applicable its Subsidiaries to, provide to each Company Employee who remains employed by whose employment terminates during the Company or any Company Subsidiary with a base salaryperiod between the Effective Time and the one year anniversary of the Effective Time, annual cash bonus opportunity, and other employee severance benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee severance benefits made available to each such Employee provided for under the Company’s severance arrangements in effect immediately prior to the Closing Date; providedEffective Time, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time as set forth on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a5.5(a) of the Seller Company Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From Schedule 8.1.16(a) lists (and after identifies the Closing until sponsor of) each "Employee Pension Benefit Plan," as that term is defined in Section 3(2) of ERISA, each "Employee Welfare Benefit Plan," as that term is defined in Section 3(1) of ERISA (isuch plans being hereinafter referred to collectively as the "ERISA Plans"), and each other retirement, pension, profit-sharing, money purchase, deferred compensation, incentive compensation, bonus, stock option, stock purchase, severance pay, unemployment benefit, vacation pay, savings, medical, dental, post-retirement medical, accident, disability, weekly income, salary continuation, health, life or other insurance, fringe benefit, or other employee benefit plan, program, agreement, or arrangement maintained or contributed to by Seller or its Affiliates in respect of or for the benefit of any Transferred Employee or former employee of Seller, excluding any such plan, program, agreement, or arrangement maintained or contributed to solely in respect of or for the benefit of Transferred Employees or former employees employed or formerly employed by Seller outside of the United States, as of the date hereof (collectively, together with the ERISA Plans, referred to hereinafter as the "Plans"). Schedule 8.1.16(a) December 31also includes a list of each written employment, 2019 severance, termination or similar-type agreement between Seller and its Affiliates and any Transferred Employee (the "Employment Agreements"). Seller has delivered to Buyer accurate and complete copies of all Plans and Employment Agreements (or representative samples in the case of form agreements) and, if applicable, summary plan descriptions with respect to such Plans and Employment Agreements and summary descriptions of any such Plan or Employment Agreement that is not otherwise in writing. Except for retention bonuses paid in connection with the Closing occurs closing of the transactions contemplated by this Agreement and except as otherwise disclosed on or before June 30, 2019 or (ii) otherwiseSchedule 8.1.16(a), the nine (9) month anniversary execution and delivery of this Agreement by Seller and the Closing, the OpCo Buyer shall, performance of this Agreement by Seller will not directly result now or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after in the Closing; and providedfuture in the payment to any Transferred Employee of any severance, further, that the OpCo Buyer shalltermination, or shall cause the Company and each Company Subsidiary to, continue similar-type payments or benefits being paid to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Transferred Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseEffective Time, the nine (9) month anniversary employees of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee Sky and its Subsidiaries who remains are employed by the Surviving Company or any as of the Effective Time (the “Assumed Employees”) and who remain employed with the Surviving Company Subsidiary with a base salary, annual cash bonus opportunity, thereafter will be offered participation and other employee benefits coverage under Huntington Benefit Plans that are not no less favorable in the aggregate than the base salaryplans generally in effect for similarly situated employees of Huntington and its Subsidiaries; provided, annual cash bonus opportunity, that continued participation and other employee benefits made available to each such Employee coverage following the Effective Time under the Sky Benefit Plans as in effect immediately prior to the Closing Date; providedEffective Time shall be deemed to satisfy the obligations under this sentence, howeverit being understood that the Assumed Employees may commence participating in the comparable Huntington Benefit Plans on different dates following the Effective Time with respect to different comparable Huntington Benefit Plans. Notwithstanding any provision of this Section 6.7(a) to the contrary, that nothing herein shall preclude each Assumed Employee (other than those with individual agreements providing for severance or “change of control” benefits) whose employment terminates during the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, 12-month period from terminating the employment of any employee at any time on or and after the Closing; Effective Time shall receive the greater of the severance pay and providedbenefits under (i) the Huntington Transition Pay Plan, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply in accordance with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement thereof as in effect as of immediately prior from time to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disabilitytime, or (ii) that would otherwise exclude such Employee from receiving the Sky Severance Pay Plan, in accordance with the terms thereof as in effect immediately prior to the Effective Time, in either case to be calculated, on the basis of the Assumed Employee’s service at the time of termination of employment and the greater of the Assumed Employee’s compensation (A) at the time of termination of employment or (B) as in effect immediately prior to the Effective Time. Such severance benefits shall be provided in all cases under the Buyer Severance Plan pursuant terms and procedures set forth in the Huntington Transition Pay Plan, except with regard to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planbenefit formula as stated above.

Employee Matters. (a) From For the period commencing with the Effective Time and after the Closing until (i) ending December 31, 2019 if the Closing occurs on or before June 302007, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall cause the Company or any Company Subsidiaryto be provided, as applicable to, provide to each Employee individual who remains is employed by the Company and its Subsidiaries immediately prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who remain employed with the Surviving Corporation or any Company Subsidiary with a of Parent’s Subsidiaries (each an “Affected Employee”), base salary, annual cash salary and bonus opportunity, and other employee benefits opportunity no less than that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available provided to each such Affected Employee immediately prior to the Closing Date; providedEffective Time, howeverand until September 30, that nothing herein shall preclude the OpCo Buyer2008, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable respect to such EmployeesAffected Employee, but in each case only Parent shall use reasonable efforts to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during maintain such period under the circumstances establishing such Affected Employee’s severance eligibility pursuant to aggregate compensation. For the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable period ending not earlier than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following after the ClosingEffective Time, other than a termination Parent shall cause to be provided, to Affected Employees, in the aggregate, employee benefits substantially comparable in the aggregate (iexcept as noted below) by to the Company or benefits, including without limitation severance benefits, provided to the applicable Company Subsidiary for “cause” (as defined Affected Employees under the Buyer Severance Plan or Company Severance PlanEmployee Plans immediately prior to the Effective Time, as applicable)and after such period, or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance the benefits provided by Parent under the Buyer Severance Plan pursuant plans and programs generally made available to the terms similarly situated employees of the Buyer Severance PlanParent and its Subsidiaries. Notwithstanding the foregoing, for the calendar year in which the Effective Time occurs, Parent shall (x) cause to be paid to each Affected Employee his or her target bonus for such year, and (y) cause to be made to the Company’s tax-qualified profit sharing plan (or credited to a non-qualified plan to the extent not permitted by the terms of such tax-qualified profit sharing plan or applicable law), on behalf of each Affected Employee who (i) completes a "Year of Service" (as defined in such tax-qualified profit sharing plan) during such calendar year and (ii) is employed on December 15 of such calendar year (or who died, became totally and permanently disabled, or retired after age 65 or is involuntarily terminated without cause during such calendar year) a profit sharing contribution equal to 10% of base salary plus target bonus which is paid during a period in such calendar year when the Affected Employee is an "Active Participant" under such tax-qualified profit sharing plan. Immediately before the Effective Time, the Company shall cause the tax-qualified profit sharing plan to be amended (in a manner acceptable to Parent) to reflect the obligation described herein. No provision herein is intended to confer upon any employee rights as a third-party beneficiary hereunder or to act as an amendment to any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall cause the Surviving Corporation to honor the obligations of the Company or any Company Subsidiaryof its subsidiaries under the provisions of all collective bargaining, as applicable toemployment, provide to each Employee who remains employed by consulting, termination, severance, change in control and indemnification agreements between and among the Company or any of its subsidiaries and any current or former officer, director, consultant or employee of the Company Subsidiary with or any of its subsidiaries as set forth in the appropriate Sections of the Company Disclosure Schedule. For a base salaryperiod of six months following the Effective Time, annual cash bonus opportunityParent agrees that it will maintain, or will cause the Surviving Corporation and its subsidiaries to maintain, for the benefit of the employees of the Company and any of its subsidiaries following the Effective Time compensation and benefit plans, programs, arrangements and policies (other employee than equity based compensation plans, programs, arrangements and policies) as will provide compensation and benefits that are not less favorable which in the aggregate are not materially less favorable than those provided to such employees as of the base salarydate hereof under the Company Employee Benefit Plans (other than such equity based compensation plans, annual cash bonus opportunityprograms, arrangement and other employee benefits policies) in accordance with their written terms (except as set forth on Sections 3.12 and 5.01 of the Company Disclosure Schedule with respect to acceleration of options on termination of employment by the Company) as made available to each such Employee immediately prior Parent and without regard to the Closing Dateformal or informal discretionary provisions; provided, however, that nothing herein shall preclude the OpCo Buyer, equity match in the Company's Retirement Savings Plan (the "RSP") shall be continued during such period substituting a cash contribution in lieu of Company Common Stock unless, any Company Subsidiaryat the discretion of Parent, or any Parent elects to substitute common stock of their respective Affiliates, from terminating Parent. In the event that after the Effective Time the employment of any employee participant in the RSP at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause Effective Time is terminated by the Company and each other than for Cause, such participant shall be 100% vested in any RSP matching contributions made by the Company Subsidiary toon behalf of such participant or, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employeesat Parent's option, but in each case only to the extent listed in Section 3.16(a) necessary to avoid adversely effecting the qualified status of the Seller Disclosure LetterRSP under the Code, will receive a cash payment in an amount equal to any forfeited matching contributions under the RSP. Further, Parent shall pay to the OpCo Buyer shall, or shall cause individuals listed on Section 6.08 of the Company or Disclosure Schedule the applicable Company Subsidiary to, provide to amounts identified as targeted 1999 ICP bonus amounts opposite each Employee who suffers a termination of employment during such period name in accordance with the payment schedule under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanICP.

Employee Matters. (a) From and after the Closing until Effective Time, Parent and the Surviving Corporation shall honor all Company Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the date of this Agreement (i) December 31or as amended as contemplated or permitted hereby or with the prior written consent of Parent). For a period of one year following the Effective Time, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallParent shall provide, or shall cause to be provided, to each current employee of the Company or any and its Subsidiaries who is not subject to a collective bargaining agreement (the “Company SubsidiaryEmployees”), for so long as applicable to, provide to each Employee who such employee remains employed by Parent or its Subsidiaries, compensation and benefits (excluding equity compensation) which, in the aggregate, are substantially equivalent to the compensation and benefits (excluding equity compensation), in the aggregate, provided to such Company Employee immediately before the Effective Time; provided that the foregoing obligation may be satisfied through participation and coverage following the Effective Time in Parent’s or its Subsidiaries’ (as applicable) compensation and benefit plans, programs, policies and arrangements as in effect from time to time, it being understood that the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable Employees may commence participating in the aggregate than plans of Parent and its Subsidiaries on different dates following the base salaryEffective Time with respect to different plans of Parent and its Subsidiaries. For a period of one year following the Effective Time, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein Parent shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shallprovide, or shall cause to be provided, to each current employee of the Company and each Company Subsidiary toits Subsidiaries (other than those who are party to a Management Continuity Agreement, continue to recognize the labor organization that represents any of its Employees and to assume and comply with whose rights shall be governed by the terms of any such agreements, and those who are covered by a collective bargaining agreement or other agreement agreement, whose rights shall be governed by the applicable bargaining agreement) who following the Effective Time suffers a qualifying termination of employment under the terms and conditions of the severance arrangement of the Company and its Subsidiaries applicable to such Employees, but employee as in each case only to effect on the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the date hereof (taking into account such Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility service as required pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a6.9(b) of the Seller Disclosure Letter (each, a “Company Severance Plan”below), with severance payments and benefits no less favorable than those provided in such applicable thereafter, Company Severance Plan. During such period, Employees shall be eligible for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant severance arrangements applicable to the terms similarly situated employees of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible Parent or its Subsidiaries as they may maintain such plans from time to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plantime.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseEffective Time, the nine (9) month anniversary Company shall, and to the extent within its control, Parent shall cause the Company to, honor all Company Benefit Plans in accordance with their terms as in effect immediately before the Effective Time. For a period of one year following the ClosingControl Date, the OpCo Buyer shallParent shall provide, or shall cause to be provided, to each current employee of the Company or any and its Subsidiaries (“Company SubsidiaryEmployees”) (i) base compensation and cash and equity target incentive opportunities that, in each case, are no less favorable than were provided to the Company Employee immediately before the Effective Time (it being understood that in lieu of equity compensation awards, Parent may provide Company Employees who, as applicable toof immediately prior to the Effective Time were eligible to receive Company equity compensation awards, provide long-term incentive awards that are settled in cash in an amount sufficient to each Employee who remains employed by replace the grant date value of the Company or any Company Subsidiary with a base salaryEmployee’s equity compensation opportunity immediately prior to the Effective Time, annual cash bonus opportunityprovided, that, except as set forth in this Section 5.7(a), such long-term incentive awards shall have the same terms and conditions as those applicable to the equity awards granted by Parent to its similarly situated employees), and other (ii) employee benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available provided to the Company Employee immediately before the Effective Time. Without limiting the generality of the foregoing, (A) Parent shall or shall cause the Surviving Corporation to provide to each Company Employee whose employment terminates during the one-year period following the Control Date under circumstances that would give rise to severance benefits under the Company Benefit Plans set forth on Section 5.7(a) of the Company Disclosure Schedules (the “Company Severance Plans”), severance benefits in accordance with the terms of the applicable Company Severance Plan in which such Company Employee is eligible to participate immediately prior to the Closing Effective Time and (B) during such one-year period following the Control Date; provided, however, that nothing herein severance benefits offered to each Company Employee shall preclude the OpCo Buyer, be determined taking into account all service with the Company, any Company Subsidiaryits Subsidiaries (and including, or any of their respective Affiliates, from terminating the employment of any employee at any time on or and after the Closing; Effective Time, the Surviving Corporation and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees Affiliates) and to assume and comply with without taking into account any reduction after the terms of any collective bargaining agreement Effective Time in compensation paid or other agreement applicable benefits provided to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From Subject to the requirements of applicable Law and after the Closing terms of any applicable Collective Bargaining Agreement, from the First Effective Time until (i) the later of December 31, 2019 if 2017 or the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month first anniversary of the ClosingFirst Effective Time, the OpCo Buyer shallParent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries who continues to be employed by Parent or any its Subsidiaries (including the Surviving Company Subsidiaryand its Subsidiaries) immediately following the First Effective Time (each, as applicable toa “Continuing Employee”) while such employee is so employed, provide with (i) base salary or wages and (subject to the terms of Section 7.06(a) of the Company Disclosure Letter) annual cash incentive compensation opportunity that, in each case, are no less favorable than the base salary or wages and annual cash incentive compensation opportunity available to such Continuing Employee immediately prior to the First Effective Time, (ii) severance benefits to each Continuing Employee that are no less favorable than those that would have been provided to such Continuing Employee under the Company Plans that provide severance benefits as in effect on the date of this Agreement and identified in Section 4.17(a) of the Company Disclosure Letter (it being understood that upon the expiration of the change-in-control protection period in effect as of the date hereof under the Thoratec Corporation and Subsidiaries Separation Benefits Plan (whether prior to or after the Closing Date), any individuals who remains employed were eligible participants in such plan who become Continuing Employees will cease to be covered by such plan and will instead be covered by the broad-based Company or any Company Subsidiary with a base salary, annual cash bonus opportunityseverance plan applicable to similarly situated Continuing Employees), and other (iii) employee health and welfare and retirement benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available those provided to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any employees of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect Subsidiaries as of immediately prior to the Closing and listed in First Effective Time. In addition, unless the Company has granted the awards contemplated by Item 4 of Section 3.15(a6.01(b)(xii) of the Seller Company Disclosure Letter (eachLetter, Parent shall provide, or cause to be provided, a “Company Severance Plan”)long-term incentive award opportunity in 2017 to each Continuing Employee employed by Parent or its Subsidiaries at the time annual long-term incentive awards are made by Parent generally, on a basis consistent with severance payments Parent’s practices (including with respect to eligibility) for awarding long-term incentive awards to similarly situated employees of Parent and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planits Subsidiaries generally.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if Changeover Time through the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month first anniversary of the ClosingEffective Time, the OpCo Buyer shall, or Parent shall cause the Company or any Company SubsidiaryCompany, as applicable to, the Surviving Corporation and their respective Affiliates to provide to each Employee individual who remains is employed by the Company or any Company Subsidiary immediately before the Changeover Time who continues employment with Parent or the Surviving Corporation (or any Affiliate thereof) following the Effective Time (each, a “Company Employee”) with (i) base salarycompensation, annual cash bonus opportunity, and other employee benefits incentive opportunities that are not no less favorable in the aggregate than the base salarycompensation, annual cash bonus opportunityand incentive opportunities (including value attributable to equity based compensation generally, and other employee benefits made available without giving effect to each the Transactions) provided to such Company Employee immediately prior to the Closing Date; providedAcceptance Time, however, and (ii) employee benefits that nothing herein shall preclude are substantially comparable in the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue aggregate to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable those provided to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance PlanChangeover Time. During such period, for purposes of establishing an Employee’s severance eligibility pursuant Except to the Buyer Severance Planextent necessary to avoid the duplication of benefits, the OpCo Buyer shall, or Parent shall cause the Company, the Surviving Corporation and their respective Affiliates to recognize the service of each Company Employee with the Company or the applicable Company a Subsidiary to, recognize the following termination of employment as an “eligible termination” (or a “circumstance that predecessor) prior to the Changeover Time as if such service had been performed with Parent or its Affiliates for all purposes under the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment Benefit Plans maintained by the Company or the applicable Surviving Corporation or their respective Affiliates after the Changeover Time and any employee benefit plans and programs of Parent or the Surviving Corporation or their respective Affiliates (the “Parent Plans”) in which the Company Subsidiary that occurs within twelve Employee participates after the Changeover Time (12) months following excluding, for the Closingavoidance of doubt, other than a termination (i) benefit accrual under any defined benefit pension plans), in each case to the same extent such Company Employee’s service was recognized by the Company or the applicable Company a Subsidiary for “cause” (as defined under the Buyer Severance corresponding Company Benefit Plan or in which such Company Severance PlanEmployee participated immediately before the Changeover Time. In addition, as applicable), or as a result and without limiting the generality of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any each Company Employee who becomes shall be immediately eligible to receive severance benefits participate, without any waiting time, in any and all Parent Plans to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Company Employee participates immediately before the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanChangeover Time.

Employee Matters. (a) From and after For a period of at least 12 months following the Closing until Effective Date, Parent shall provide (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company Surviving Corporation or any Company Subsidiary, as applicable to, provide its Subsidiaries to provide) each Employee employee who remains is employed by the Company or any Company Subsidiary of its Subsidiaries as of the Closing Date (a "Continuing Employee") with a base salary, annual cash bonus opportunity, compensation and other employee benefits that (other than stock or other equity or equity-linked based plans) which are not less favorable substantially comparable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or such Subsidiary as of the applicable date hereof. The Company Subsidiary acknowledges that occurs within twelve (12) months following the Closing, other than a termination Effective Date all employee benefits will be provided to employees of the Surviving Corporation under plans sponsored by Parent or an Affiliate of Parent. Parent will use its reasonable best efforts (i) to waive or have the Surviving Corporation waive any waiting period or limitations regarding pre-existing conditions with respect to Continuing Employees and their beneficiaries under any group health or other benefit plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (ii) to credit any covered expenses incurred by any employee under the Company's group health plan prior to the Effective Date towards any deductibles, limits or out-of-pocket maximums under any group health plan maintained by Parent for the benefit of any Continuing Employees after the Effective Date, (iii) to credit the service of each Continuing Employee with the Company or any of its Subsidiaries prior to the Effective Date for the purposes of determining such Continuing Employee's years of service under plans maintained by Parent for the benefit of any Continuing Employee after the Effective Date, (iv) provide severance benefits to Continuing Employees terminated without cause within 12 months of the Effective Date that are substantially comparable to the severance that would have been provided by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance PlanCompany's severance plans in effect on the date hereof, as applicable), or as and (v) provide continuation health care coverage to all Continuing Employees and their qualified beneficiaries who incur a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under qualifying event on and after the Buyer Severance Plan pursuant to Effective Date in accordance with the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility continuation health care coverage requirements of the Buyer Severance Plan Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, Parent shall assume responsibility for the cafeteria plan which is maintained under Section 125 of the Code for the benefit of the Continuing Employees of the Company, and the Company shall provide to Parent prior to the Effective Date a list of those Continuing Employees participating in order the cafeteria plan, together with a list of their elections made prior to receive the Effective Date, and any severance benefits under balances in their respective accounts as of the Buyer Severance PlanEffective Date.

Employee Matters. (a) From and after For at least one (1) year following the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseDate, the nine (9) month anniversary of the Closing, the OpCo Buyer Purchaser shall, or shall cause its Affiliates to, provide each employee of the Company or any Company Subsidiaryof its Subsidiaries, as applicable toincluding employees not actively at work due to injury, provide vacation, military duty, disability or other leave of absence, who continues to each Employee who remains be employed by the Company Purchaser or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to its Affiliates as of the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance PlanEmployee”)) with: (i) at least the same level of base salary or hourly wage rate, as the case may be, that was provided to such Company Employee immediately prior to the Closing, (ii) target annual cash performance bonus opportunity (but not equity-based incentive opportunities) that is no less than the target annual cash performance bonus opportunity in effect with respect to such Company Employee immediately prior to the Closing, (iii) without duplication of any other severance payments pay or benefit, severance pay and benefits no less favorable than those provided in such applicable for any Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning Employee set forth on Schedule 6.07(a) of the Buyer Severance Plan): Sellers’ Disclosure Letter who incurs an involuntary termination of such Employee’s employment by the Company (or its employing Affiliate) without cause (as determined by Purchaser in its good faith discretion) at any time during the applicable Company Subsidiary that occurs within twelve one (12) months 1)-year period following the Closing, other than and who signs a general release of claims in favor of the Company and its Affiliates in a form prescribed by the Company, severance pay in the amount and for the duration following termination (ipayable in substantially equal installments over such post-termination period), each as set forth on Schedule 6.07(a) by of the Sellers’ Disclosure Letter with respect to such Company Employee (for clarity, the covenant contained in this clause (iii) shall not apply to any Company Employee who becomes entitled to severance during the relevant period pursuant to any agreement between such Company Employee and the Company or any of its Affiliates as in effect immediately prior to the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance PlanClosing, as applicable)rather, or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of such agreement shall control) and (iv) health, welfare and retirement benefits (excluding any defined benefit pension benefits) that are no less favorable in the Buyer Severance Planaggregate to those provided to either (A) similarly situated employees of the Purchaser or (B) such Company Employee immediately prior to the Closing. Notwithstanding the foregoing, the compensation and benefits of any Company Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan is covered by a collective bargaining agreement shall be required to satisfy all other conditions and eligibility requirements of provided in accordance with the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planterms thereof.

Employee Matters. (a) From For a period beginning at the Effective Time and after ending on the Closing until later of January 1, 2007, and the date that the employees of the Company who are employed primarily in the United States and who remain in the employment of the Surviving Corporation and its Subsidiaries following the Effective Time (ithe “Continuing Employees”) December 31, 2019 if commence participation in the Closing occurs on or before June 30, 2019 or employee benefit plans maintained by Parent and its Subsidiaries (ii) otherwisesuch period, the nine (9) month anniversary of the Closing“Continuation Period”), the OpCo Buyer shallContinuing Employees shall receive employee benefits that, in the aggregate, are substantially comparable to the employee benefits provided under the Company’s employee benefit plans to such employees immediately prior to the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation (except to the extent provided below in this Section 5.09(a)) to issue or shall cause adopt any plans or arrangements providing for the issuance of shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; provided further that no plans or arrangements of the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other of its Subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits that are not less favorable substantially comparable in the aggregate than and instead, in the base salaryevent that the Continuation Period covers the time that Parent makes its regular annual equity compensation grants to employees of Parent and its Subsidiaries for 2007, annual cash bonus opportunitythe Continuing Employees shall be entitled to equity compensation opportunities at such time to the same extent as other similarly situated employees of Parent and its Subsidiaries. Following the Continuation Period, the Continuing Employees shall be entitled to participate in the employee benefit plans maintained by Parent and its Subsidiaries (including equity-based and equity-related plans, but excluding any defined benefit pension plans and any post-employment health and other employee benefits made available to each such Employee immediately prior post-employment welfare plans) to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any same extent as other similarly situated employees of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; Parent and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanSubsidiaries.

Employee Matters. (a) From and after the Closing Date until the first (i1st) December 31, 2019 if anniversary thereof (the Closing occurs on or before June 30, 2019 or (ii) otherwise“Continuation Period”), the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause each member of the Company or any Company Subsidiary, as applicable Group to, provide (i) a base salary or base wages, as applicable, and cash bonuses, cash commissions and other cash incentive compensation to each Employee person who is an employee of any member of the Company Group immediately prior to the Closing and who remains employed with such member after the Closing (collectively, the “Continuing Employees”) that is no less favorable than each such cash-based item, as applicable, provided to such Continuing Employee immediately prior to the Closing, (ii) employee benefits (excluding equity or equity-based compensation, retention, change in control and other one-time or non-recurring benefits, retiree medical or other post-termination welfare benefits, and defined benefits (including any post-employment and long-term benefit obligations for the purposes of IFRS IAS 19, except, in each case, as required by the Company applicable Law or any Company Subsidiary with a base salaryCollective Bargaining Agreement)), annual cash bonus opportunity, and other employee benefits that are not no less favorable in the aggregate to each Continuing Employee than the base salary, annual cash bonus opportunity, and other employee benefits made available provided to each such Continuing Employee immediately prior to the Closing Date and (iii) in the case of each such Continuing Employee who was eligible to receive severance benefits under any given Company Plan as in effect prior to the Closing Date, upon an applicable termination of employment by the Buyer or its Affiliates prior to the last day of the Continuation Period, severance benefits and payments that are no less favorable than the severance benefits and payments that would have been provided to such Continuing Employee under the applicable Company Plan; provided, however, that except as otherwise set forth in any Contract (other than this Agreement) with any Continuing Employee or applicable Law, nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, Buyer or any member of their respective Affiliates, the Company Group from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs Effective on or before June 30, 2019 or (ii) otherwise, prior to the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately last payroll period prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating Seller shall cause the employment of any employee at any time each individual listed on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a7.6(a) of the Seller Disclosure Letter (eachto the extent still then employed by the Seller or any of its Subsidiaries other than the Subject Companies) to be transferred to a Subject Company, provided, however, that the Parties may mutually agree, upon prior written consent, to transfer any other employee to the Subject Companies from the Seller or from the Subject Companies to the Seller during the period beginning on the date hereof and ending on the Closing Date (each such individual and each Business Employee who as of the Closing Date are employed by a Subject Company, collectively, the “Company Severance PlanContinuing Employees ”). For a period beginning immediately after the Closing Date and ending on March 31, 2010, and subject to the remaining paragraphs of this Section 7.6 and the individual’s continued employment with severance payments Purchaser or its Affiliates, Purchaser shall cause each Continuing Employee to be provided with base salary or base wages and benefits target annual cash bonus opportunity no less favorable than those provided in such the base salary or base wages and target annual cash bonus opportunity applicable Company Severance Planto the Continuing Employee as of the Closing Date. During such periodIn addition, for purposes of establishing an Employee’s severance eligibility pursuant a period beginning immediately after the Closing Date and ending on December 31, 2009, and subject to the Buyer Severance Planremaining paragraphs of this Section 7.6 and the individual’s continued employment with the Purchaser or its Affiliates, the OpCo Buyer shallPurchaser shall cause each Continuing Employee to be provided with other employee benefits (but specifically excluding defined benefit plan benefits, retiree medical benefits, equity based compensation, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Power of One Incentive Plan pursuant (or “Power Bucks” benefits) substantially similar in the aggregate to those employee benefits currently provided to a Continuing Employee immediately prior to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing.

Employee Matters. (a) From and after At least 15 Business Days prior to the Closing until Date, Purchaser shall extend to each Business Employee set forth on Schedule 6.3(a) (ithe “Scheduled Employees”) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (iiwhich Schedule 6.3(a) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Purchaser shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed Sellers by the Company or any Company Subsidiary with December 20, 2023 and which Schedule 6.3(a) shall include at least 900 Business Employees) a base salary, annual cash bonus opportunitywritten offer of employment reviewed by Sellers, and other employee benefits which Sellers have had an opportunity to comment on, providing for a position that are not less favorable in is materially the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each same as such Employee employee’s position immediately prior to the Closing Date; provided(including level of responsibility, howeverprimary location of employment and authority) on the terms set forth in this Section 6.3 (“Transfer Offer”) and that, that nothing if accepted, shall become effective immediately following the Closing. Business Employees who accept such Transfer Offers and begin employment with Purchaser as of the Closing Date shall be collectively referred to herein as “Transferred Employees.” Nothing herein shall preclude the OpCo Buyer, the Company, be construed as a representation or guarantee by any Company Subsidiary, Seller or any of their respective Affiliates, from terminating Affiliates that any or all Scheduled Employees employed by Sellers will accept the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shallTransfer Offer, or that any Transferred Employee will continue in employment with Purchaser following the Closing for any period of time. Purchaser shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but notify Sellers in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately reasonable timeframe prior to the Closing Date with respect to whether each such offer has been accepted or rejected. Purchaser shall carry out all necessary actions, and listed in Section 3.15(a) of Sellers shall reasonably cooperate with Purchaser, to effect the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s timely employment by the Company Purchaser or the its applicable Company Subsidiary that occurs within twelve (12) months Affiliate of each Transferred Employee immediately following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (and Sellers shall reasonably cooperate in connection therewith. Effective as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoingClosing, any each Transferred Employee who becomes eligible previously employed by Sellers shall cease to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements an employee of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planeach Sellers.

Employee Matters. (a) From The parties intend that there shall be continuity of employment with respect to all Continuing Employees and after that such Continuing Employees, except those who resign voluntarily, shall remain employed by the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary Transferred Companies as of and following the Closing, the OpCo as set forth herein. (b) Through March 31, 2014, Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, Transferred Companies to provide to each Continuing Employee who remains employed by with the Company or any Company Subsidiary with a same base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable salary in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee effect immediately prior to the 47 Closing. Through March 31, 2014, subject to Section 6.15(e), Buyer shall also cause the Transferred Companies to maintain the Transferred Companies’ existing or comparable employee benefit plans for the benefit of each Continuing Employee. (c) Buyer shall cause the Transferred Companies to make appropriate arrangements to allow the use by Continuing Employees of any amounts available under any cafeteria plan or flexible spending account (as defined in Section 125 of the Code) which was maintained prior to the Closing Date; providedby any of the Transferred Companies for the Continuing Employees. (d) Notwithstanding the foregoing, howeverthe Continuing Employees shall be deemed employees at will of the Transferred Companies or their successors, that and nothing herein in this Section 6.15 shall preclude be deemed to limit the OpCo right of Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating its Subsidiaries to terminate the employment of any employee at any time on Continuing Employee or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with modify the terms and conditions of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to Continuing Employee’s employment. (e) If directed by Buyer no later than five Business Days before the extent listed in Section 3.16(a) of the Seller Disclosure Letter. FurtherClosing Date, the OpCo Buyer shall, Board of Directors shall adopt resolutions terminating any Plan that includes a cash or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter deferred arrangement (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of Section 401(k) of the Buyer Severance Plan): an involuntary Code), with such termination to be effective the day before the Closing Date. The Company shall provide copies of such Employee’s employment resolutions to Buyer for its reasonable review and comment at least two Business Days before adoption of such resolutions by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result Board of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance PlanDirectors. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.Section 6.16

Employee Matters. (a) From and after the Closing until (i) December 31Subject to applicable Law and all agreements and other arrangements with the Company’s employees, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or and shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with for a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any period of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the ClosingClosing Date, other than a termination (i) provide salary and benefits to employees of the Company who continue to be employed by the Company or immediately after the applicable Company Subsidiary for Closing Date (“cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicableContinuing Employees”), including participation in the Company’s Employee Benefit Plans (or comparable Buyer Benefit Plans), which will be no less favorable (taken as a result of such Employee’s death or disability, or (iiwhole) that would otherwise exclude such Employee from receiving severance benefits under to those currently provided by the Buyer Severance Plan pursuant Company to the terms of the Buyer Severance Planits similarly situated employees. Notwithstanding the foregoing, (A) any Continuing Employee who resigns his or her employment, dies or terminates his or her employment as a result of disability prior to the first anniversary of the Closing Date shall not be entitled to any salary or benefits attributable to the period following the effective date of the termination of his employment (“Termination Date”), except as otherwise provided in any written agreement between such Continuing Employee and the Company, (B) no Continuing Employee whose employment with the Company is terminated prior to the first anniversary of the Closing Date shall be eligible to participate in any Employee Benefit Plan of the Company or any of its Affiliates that is intended to be qualified under Code § 401(a) (a “Qualified Plan”) with respect to any period following his or her Termination Date, (C) in the event that a particular Employee Benefit Plan (other than a Qualified Plan) does not permit the participation of the Continuing Employee due to the termination of his or her employment, with respect to the Company’s agreement under this paragraph to continue such Continuing Employee’s participation in such Employee Benefit Plan until the first anniversary of the Closing Date, the Company shall pay such Continuing Employee an amount equal to the then monthly out-of-pocket cost to the Company of providing such Continuing Employee coverage under such Employee Benefit Plan multiplied by the number of whole months between such Continuing Employee’s Termination Date and the first anniversary of the Closing Date. Notwithstanding the preceding provisions of this §6(d)(i), in the case of any Continuing Employee who becomes eligible is party to an agreement providing for severance or change of control benefits in the event of the termination of his or her employment with the Company or any of its Affiliates following the Closing Date, such Continuing Employee shall be entitled to receive severance the more valuable of the payments and other benefits provided for under this paragraph (in the aggregate) or the payments and benefits provided for under such agreement (in the aggregate) but no Continuing Employee shall be entitled to claim benefits under both this paragraph and such agreement or in part under this paragraph and in part under such agreement. Any benefits provided to a terminated Continuing Employee under this paragraph under any Employee Benefit Plan that constitutes a “group health plan” within the meaning of Code § 5000(b)(1) shall count towards the Company’s obligation to make continuation coverage available to such Continuing Employee pursuant to Code § 4980B(f) and ERISA §§ 601-608. Notwithstanding the preceding provisions of this §6(d)(i), Buyer Severance Plan and the Company shall be required to satisfy all other conditions and eligibility requirements comply with the applicable provisions of the Buyer Severance Plan in order Employee Benefit Plans, ERISA and the Code with respect to receive any severance benefits under the Buyer Severance Planeach Continuing Employee.

Employee Matters. (a) From and after During the period beginning on the Closing until Date and ending twelve (12) months thereafter, the Parent: (i) December 31shall not, 2019 if without the consent of Xxxxx X. Xxxxx (which consent may not be unreasonably withheld, conditioned or delayed), in his capacity as Chief Executive Officer of the Surviving Company, (A) terminate for a reason other than cause the employment of any employee of the Company who continues to be employed by such Surviving Company (each, a “Continuing Employee” and collectively, the “Continuing Employees”), (B) reassign, modify or alter the responsibilities of the Continuing Employees or the reporting relationships or organizational structure among the Continuing Employees, in each case as in effect immediately prior to the Closing occurs on Date, or before June 30, 2019 (C) subcontract or outsource the responsibilities of the Continuing Employees so as to be performed by third parties; (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallshall provide, or shall cause the Surviving Company to provide, each Continuing Employee with (A) at least the same salary or any Company Subsidiaryhourly wage rate, as applicable to, provide provided to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Continuing Employee immediately prior to the Closing Date; provided, however, that nothing herein the cash value of any incentive compensation opportunities accrued as of the Closing Date, which is estimated in Schedule 6.08(a), shall preclude be paid to applicable Company employees at the OpCo BuyerClosing Date, and (B) employee benefits that are no less favorable in the aggregate than the employee benefits provided under Parent’s employee benefit plans to similarly situated employees. Each Continuing Employee will participate in the Bank’s incentive compensation opportunities on the same terms as similarly situated Bank employees effective as of the Closing Date. Without limiting the generality of the foregoing (and for the avoidance of doubt, subject to the consent of Xxxxx X. Xxxxx referenced in clause (i)), the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shallParent shall provide, or shall cause the Surviving Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employmentprovide, severance or separation agreement in effect as of immediately prior pay and benefits to any Continuing Employee whose employment is involuntarily terminated during the period beginning on the Closing Date and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within ending twelve (12) months following thereafter on terms and in amounts no less favorable, in the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Planaggregate, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan listed in order to receive any severance benefits under the Buyer Severance PlanSchedule 6.08.

Employee Matters. (a) From The Surviving Corporation shall provide or cause to be provided to each employee of the Company and after its Subsidiaries who continues as an employee of the Surviving Corporation or Parent or any of their respective Subsidiaries following the Closing Date (a “Continuing Employee”), for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month first anniversary of the ClosingClosing Date, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with (x) a base salary, annual cash bonus opportunity, and other employee benefits wage or salary that are not is no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available that provided to each such Continuing Employee immediately prior to the Closing Date; providedEffective Time, however, and (y) incentive compensation opportunities (including equity-based incentive compensation opportunities) as a percentage of base wage or salary and with respect to the degree of difficulty or achievement that nothing herein shall preclude are substantially comparable in the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue aggregate to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable those provided to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Continuing Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time, and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such the last day of the calendar year in which the Closing Date occurs, 401(k) benefits, severance benefit eligibility, medical benefits and other welfare benefit plans, programs and arrangements that, as determined in Parent’s discretion: (A) are substantially comparable to those provided to each Continuing Employee from receiving severance benefits under the Buyer Severance Company Benefit Plans as in effect at the Effective Time; (B) are substantially comparable to those provided to management employees of Parent or its subsidiaries; or (C) constitute any combination of the foregoing. The provisions of this Section 6.8 shall not be construed or interpreted to restrict in any way the Surviving Corporation’s or Parent’s ability to amend, modify or terminate any Company Benefit Plan pursuant (including to change the entities who administer such Company Benefit Plans, or the manner in which such Company Benefit Plans are administered) or any other plan made available to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, Continuing Employees or to terminate any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions person’s employment at any time and eligibility requirements of the Buyer Severance Plan in order to receive for any severance benefits under the Buyer Severance Planreason.

Employee Matters. (a) From and after As of the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseEffective Time, the nine (9) month anniversary employees of the ClosingCompany and each subsidiary shall continue employment with the Surviving Corporation and the subsidiaries, the OpCo Buyer shallrespectively, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than same positions and at the base salary, annual cash bonus opportunity, same level of wages and/or salary and other employee benefits made available to each such Employee immediately prior to the Closing Datewithout having incurred a termination of employment or separation from service; provided, however, that nothing herein shall preclude the OpCo Buyerexcept as may be specifically required by applicable law or any contract, the Company, Surviving Corporation and the subsidiaries shall not be obligated to continue any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of relationship with any employee at for any time specific period of time. Except with respect to the Option Plans to be assumed by the Parent as provided by Section 3.6(a) hereto, as of the Effective Time, the Surviving Corporation shall be the sponsor of the Company Employee Benefit Plans sponsored by the Company immediately prior to the Effective Time, and Parent shall cause the Surviving Corporation and the subsidiaries to satisfy all obligations and liabilities under such Company Employee Benefit Plans; provided, however, that, except as hereafter provided in this Section 8.4 or in the Company Disclosure Schedule, nothing contained in this Agreement shall limit or restrict the Surviving Corporation's right on or after the Closing; and providedEffective Time to amend, furthermodify or terminate any of the Company Employee Benefit Plans. Parent will for a period of time at least twenty-four (24) months after the Effective Time, that other than during the OpCo Buyer shalltransition period ending November 30, 1998 (during which the Company's benefit programs will be maintained or replaced by the Parent benefits described herein), provide, or shall cause the Surviving Corporation to provide, and their respective successors to maintain, to all employees of the Company benefits under Parent's Qualified Employee Defined Benefit Plan, 401(k) Deferred Compensation Plan, Health and each Welfare Plan on the same terms generally made available to other employees of Parent and its subsidiaries. To the extent any employee benefit plan, program or policy of Parent, the Surviving Corporation, or their affiliates is made available to any person who is an employee of the Company Subsidiary to, continue to recognize the labor organization that represents or any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of subsidiaries immediately prior to the Closing Effective Time: (i) service with the Company and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments subsidiaries by any employee prior to the Effective Time shall be credited for eligibility purposes and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance qualifying for any additional benefits tied to periods of service (such as higher rates of matching contributions and eligibility pursuant for early retirement) under such plan, program or policy, but not for benefit accrual purposes; and (ii) with respect to the Buyer Severance Planany welfare benefit plans to which such employees may become eligible, the OpCo Buyer shall, or Parent shall cause the Company such plans to provide credit for any co-payments or the applicable Company Subsidiary todeductibles by such employees and waive all pre-existing condition exclusions and waiting periods, recognize the following termination of employment as an “eligible termination” other than limitations or a “circumstance waiting periods that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment have not been satisfied under any welfare plans maintained by the Company or and the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary subsidiaries for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant their employees prior to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanEffective Time.

Employee Matters. (a) From For the period commencing with the Effective Time and after the Closing until (i) ending December 31, 2019 if the Closing occurs on or before June 302007, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall cause the Company or any Company Subsidiaryto be provided, as applicable to, provide to each Employee individual who remains is employed by the Company and its Subsidiaries immediately prior to the Effective Time (other than those individuals covered by collective bargaining agreements) and who remain employed with the Surviving Corporation or any Company Subsidiary with a of Parent’s Subsidiaries (each an “Affected Employee”), base salary, annual cash salary and bonus opportunity, and other employee benefits opportunity no less than that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available provided to each such Affected Employee immediately prior to the Closing Date; providedEffective Time, howeverand until September 30, that nothing herein shall preclude the OpCo Buyer2008, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable respect to such EmployeesAffected Employee, but in each case only Parent shall use reasonable efforts to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during maintain such period under the circumstances establishing such Affected Employee’s severance eligibility pursuant to aggregate compensation. For the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable period ending not earlier than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following after the ClosingEffective Time, other than a termination Parent shall cause to be provided, to Affected Employees, in the aggregate, employee benefits substantially comparable in the aggregate (iexcept as noted below) by to the Company or benefits, including without limitation severance benefits, provided to the applicable Company Subsidiary for “cause” (as defined Affected Employees under the Buyer Severance Plan or Company Severance PlanEmployee Plans immediately prior to the Effective Time, as applicable)and after such period, or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance the benefits provided by Parent under the Buyer Severance Plan pursuant plans and programs generally made available to the terms similarly situated employees of the Buyer Severance PlanParent and its Subsidiaries. Notwithstanding the foregoing, for the calendar year in which the Effective Time occurs, Parent shall (x) cause to be paid to each Affected Employee his or her target bonus for such year, and (y) cause to be made to the Company’s tax-qualified profit sharing plan (or credited to a non-qualified plan to the extent not permitted by the terms of such tax-qualified profit sharing plan or applicable law), on behalf of each Affected Employee who (i) completes a “Year of Service” (as defined in such tax-qualified profit sharing plan) during such calendar year and (ii) is employed on December 15 of such calendar year (or who died, became totally and permanently disabled, or retired after age 65 or is involuntarily terminated without cause during such calendar year) a profit sharing contribution equal to 10% of base salary plus target bonus which is paid during a period in such calendar year when the Affected Employee is an “Active Participant” under such tax-qualified profit sharing plan. Immediately before the Effective Time, the Company shall cause the tax-qualified profit sharing plan to be amended (in a manner acceptable to Parent) to reflect the obligation described herein. No provision herein is intended to confer upon any employee rights as a third-party beneficiary hereunder or to act as an amendment to any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on The Surviving Corporation shall provide or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary cause to be provided to each employee of the Closing, Company and its Subsidiaries who continues as an employee of the OpCo Buyer shall, Surviving Corporation or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, Parent or any of their respective AffiliatesSubsidiaries following the Closing Date (a “Continuing Employee”), from terminating for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or the last day of the calendar year in which the Closing Date occurs, (i) a base wage or salary at a rate not less than the rate of such base wage or salary in effect at the Effective Time and (ii) 401(k) benefits, severance benefit eligibility, medical benefits and other welfare benefit plans, programs and arrangements that, as determined in Parent’s discretion, (A) are substantially comparable to those provided to each Continuing Employee under the Employee Benefit Plans as in effect at the Effective Time; (B) are substantially comparable to those provided to management employees of the Parent or its Subsidiaries; or (C) constitute any employee combination of the foregoing. With respect to each Continuing Employee whose annual bonus for the fiscal year ended December 31, 2011 has been accrued and unpaid prior to the Effective Time, the Surviving Corporation shall pay or cause to be paid to such Continuing Employee such bonus in such amount as set forth on Section 6.8(a) of the Company Disclosure Letter, net of all applicable tax withholdings, in cash within ten (10) Business Days following the Closing Date. The provisions of this Section 6.8 shall not be construed or interpreted to restrict in any way the Surviving Corporation’s or Parent’s ability to amend, modify or terminate any Employee Benefit Plan (including to change the entities who administer such Employee Benefit Plans, or the manner in which such Employee Benefit Plans are administered) or any other plan made available to the Continuing Employees or to terminate any person’s employment at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents for any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planreason.

Employee Matters. (a) From During the period from and after the Closing until (i) Acceptance Date through December 31, 2019 if 2008 (such period the Closing occurs on or before June 30“Continuation Period”), 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall and shall cause the Company or any Company Subsidiaryand its Subsidiaries to, as applicable and from and after the Effective Time shall cause the Surviving Corporation and its Subsidiaries to, provide to each Employee employee of the Company and its Subsidiaries who remains employed by in the employment of the Company or any Company Subsidiary and its Subsidiaries (and after the Effective Time, the Surviving Corporation and its Subsidiaries) (the “Continuing Employees”) with a (i) base salary, annual cash bonus opportunity, salary and other wages that are at least equal to the base salary and wages payable to such Continuing Employee prior to the Acceptance Date and (ii) incentive compensation and employee benefits that are not less favorable substantially comparable in the aggregate than to the base salary, annual cash bonus opportunity, incentive compensation and other employee benefits made available provided to each such Employee the Continuing Employees immediately prior to the Closing Acceptance Date; provided, however, that nothing herein shall preclude neither Parent nor the OpCo Buyer, the Company, any Company Subsidiary, or Surviving Corporation nor any of their respective AffiliatesSubsidiaries shall have any obligation to issue, from terminating or adopt any plans or arrangements providing for the employment issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any employee shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements and for purposes of the standard in clause (ii) above the equity-based compensation programs in effect at the Company prior to the Acceptance Date and the retention program set forth on Section 6.09(e) of the Company Disclosure Schedule shall not be taken into account in determining whether such standard is satisfied. Notwithstanding the foregoing or anything else contained herein to the contrary, following the Effective Time the Continuing Employees shall be considered and be eligible for equity-based compensation awards denominated in the equity of Parent on a basis that is no less favorable than applies to similarly situated employees of Parent and its Subsidiaries, as determined by Parent in its sole discretion. Notwithstanding any time on or after other provision of this Agreement to the Closing; contrary, Parent shall and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary its Subsidiaries to, continue and from and after the Effective Time shall cause the Surviving Corporation and its Subsidiaries to, provide Continuing Employees whose employment terminates following the Acceptance Date and at any time during the Continuation Period with severance benefits in an amount that is no less than the severance benefits that such Continuing Employee would have been entitled to recognize pursuant to and under circumstances consistent with the labor organization Parent’s severance plan as set forth in the Parent’s employee handbook as in effect on the date hereof as previously disclosed to the Company; provided that represents such severance benefits shall be determined without taking into account any of its reduction after the Acceptance Date in base salary or base wages paid to Continuing Employees and shall take into account the service crediting provisions set forth in Section 6.09(b) below. The foregoing provisions of this Section 6.09(a) shall not apply to assume employees whose terms and comply with the terms conditions of any employment are governed by a collective bargaining agreement or other agreement applicable to and the employee benefits for such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or employee shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant be subject to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planapplicable collective bargaining agreement.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately Immediately prior to the Closing Date; provided, however, that nothing herein Purchaser shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any offer to employ each Acuitrek employee at any time listed on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a3.12(d) of the Seller Disclosure Letter. FurtherSchedule, with the OpCo Buyer shallexception of Xxxxxx Xxxxxx, or shall cause on no worse than substantially the Company or same terms as their current employment with Acuitrek, subject to acceptance by each such employee of the applicable Company Subsidiary to, provide to each Employee who suffers a termination standard terms and conditions of employment with the Purchaser, including execution of the standard form of Unify Corporation Invention and Secrecy Agreement attached hereto as Exhibit D. All such employees shall be assigned to work under Xxxxxx Xxxxxx for a period of three (3) years or until Xxxxxx Xxxxxx no longer is an employee of Purchaser, whichever is sooner (the “Employment Period”). The Purchaser agrees that during the Employment Period it will not terminate any such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and person listed in on Section 3.15(a3.12(d) of the Seller Disclosure Letter Schedule who becomes an employee (eachexcept Xxxxxx Xxxxxx, who shall be under a “Company Severance Plan”separate agreement), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” without Cause (as defined under in the Buyer Severance Plan or Company Severance PlanEmployment Agreement attached hereto as Exhibit C) without the consent of Xxxxxx Xxxxxx, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Planwhich consent shall not be unreasonably withheld. Notwithstanding the foregoing, during the Employment Period the Purchaser shall terminate any Employee who becomes eligible such employee as may be requested by Xxxxxx Xxxxxx unless such termination would be a violation of applicable law or would be reasonably likely to receive severance benefits under subject the Buyer Severance Plan shall be required Purchaser to satisfy all damages other conditions than normal costs and eligibility requirements expenses associated with termination of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planemployees.

Employee Matters. Parent has agreed to provide, or to cause one of its affiliates (a) From including Pandion and its subsidiaries after the Closing closing of the Merger) to provide, until the end of the calendar year in which the closing of the Merger occurs but not beyond the date on which the employment of a Continuing Employee (as defined below) with Pandion or any of its subsidiaries terminates (the “Continuation Period”), each individual who is employed by Pandion or any of its subsidiaries immediately prior to the closing of the Merger and is retained by Parent and is located in the United States (each, a “Continuing Employee”) with (i) December 31the base salary or hourly wages and annual bonus targets that are, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than aggregate, substantially comparable to those provided to the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Continuing Employee immediately prior to the Closing Date; providedclosing of the Merger and (ii) employee benefits (excluding any equity, howeverequity-based, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, change in control or severance benefits or any defined benefit retirement benefits) that are substantially comparable in the aggregate to either (in the discretion of their respective Affiliates, from terminating Parent) (1) the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only benefits provided to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Continuing Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) closing of the Seller Disclosure Letter Merger or (each2) employee benefits provided to similarly-situated employees of Parent and its Affiliates. Following the Effective Time, Parent will, subject to applicable laws, give each Continuing Employee full credit for prior service with Pandion and its subsidiaries for purposes of vesting and eligibility to participate in employee benefit plans maintained by Parent or its Affiliates for which the Continuing Employee is otherwise eligible to participate (but such service credit will not be provided for purposes of benefit accrual, except for vacation and severance, as applicable); provided that service of a “Company Severance Plan”)Continuing Employee prior to the Effective Time will not be recognized for the purpose of any entitlement to participate in, or receive benefits with severance payments respect to, any retiree medical programs or other retiree welfare benefit programs or any defined benefit plans maintained by Parent or its affiliates in which any Continuing Employee participates after the Effective Time. In no event will any of the foregoing obligations result in any duplication of benefits for the same period of service. In addition, Parent will use reasonable best efforts, to (i) waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of Pandion or any of its subsidiaries applicable to such Continuing Employee prior to the Effective Time and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period(ii) recognize, for purposes of establishing an Employee’s severance eligibility pursuant to annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the Buyer Severance Plan, calendar year in which the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanEffective Time occurs.

Employee Matters. (a) From and after For a period of at least 12 months following the Closing until Effective Time (the “Benefit Continuation Period”), the Acquiror Parties shall provide each employee of the Company Group Entities (collectively, the “Continuing Employees”) with, as applicable, (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salarysalary or base wages that, annual cash bonus opportunityin each case, and other employee benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available salary or base wages that were provided to each such Continuing Employee immediately prior to the Closing Date; providedEffective Time, however, and (ii) employee benefits that nothing herein shall preclude are substantially equivalent in the OpCo Buyer, aggregate to the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, benefits that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable were provided to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Continuing Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time (excluding, for the avoidance of doubt, the Active Lifestyle Reimbursement program and listed in Section 3.15(a) post-termination welfare benefits). For the duration of the Seller Disclosure Letter (eachBenefit Continuation Period, the Acquiror Parties shall maintain for the benefit of each Continuing Employee a “Company Severance Plan”), with severance payments and benefits separation program no less favorable than those the Company’s severance policies and programs disclosed to the Acquiror Parties prior to the date hereof (it being understood that the Acquiror Parties have been provided with the customary historical ordinary course range of severance and separation agreement practices (in such applicable addition to the severance policy) of the Company Severance Plan. During such periodGroup Entities, and that the Parties agree to work in good faith following the Closing to determine the appropriate separation compensation and benefits packages for purposes any Continuing Employees whose employment is terminated involuntarily without “Cause,“ taking into account, among other things, the circumstances of establishing an the Continuing Employee’s severance eligibility pursuant termination and the other sources of termination compensation (including continued vesting of PubCo restricted stock unit awards), and recognizing, as in other day-to-day business matters, that, except as provided herein or as the Acquiror Parties may have agreed elsewhere to the Buyer Severance Planconsultation or consent requirements, the OpCo Buyer shall, or Acquiror Parties will have full discretionary authority over personnel matters). This Section 6.6(a) shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or not apply to Continuing Employees who are Alabama Partners who have entered into a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions Partner Acknowledgement and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanJoinder Agreement.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if On the Closing occurs on or before June 30Date, 2019 or (ii) otherwiseexcept with respect to the Employment Agreements, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall cause the Company or any Company Subsidiary, as applicable to, provide Buyer to continue to offer employment in a similar position to each Employee who remains employed by employee of the Company and its Subsidiary who on the Closing Date is actively at work or any Company Subsidiary absent from work due to short-term disability, maternity leave, jury duty, military service, vacation, layoff with recall rights, or other short-term leave (the “Employees”) at a rate of base salary, annual cash bonus opportunity, compensation and other employee benefits that are not less favorable in the aggregate than the commission structure equal to their base salary, annual cash bonus opportunity, compensation and other employee benefits made available to each such Employee commission structure immediately prior to the Closing Date; , provided, however, that nothing herein shall preclude that, except for (i) the OpCo Buyerannual adjustments to base compensation made in the Ordinary Course of Business on the anniversary date of an Employee’s date of employment with the Company as disclosed on Section 3(h) of the Company Disclosure Schedule, and (ii) with respect to certain of those Employees listed and as indicated on Section 3(h) of the Company Disclosure Schedule, those quarterly adjustments to base compensation made in the Ordinary Course of Business, the CompanyParent and Buyer may, in their sole discretion, elect not to give effect to any Company Subsidiary, change or any of their respective Affiliates, from terminating the employment of any employee at any time adjustment in such base compensation and commission structure which took effect on or after May 31, 2000. The Parent shall also cause the Closing; Buyer to offer the Employees participation in the benefit plans and providedprograms of the Parent set forth on Exhibit I attached hereto, furtherand for a period of one (1) year following the Closing Date, that the OpCo Buyer shall, or shall offer Employees terminated without cause severance pay in an amount equal to one (1) week gross pay for each year of service with the Company and each Company Subsidiary tothe Buyer, continue up to recognize the labor organization that represents any a maximum of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following weeks gross pay. For purposes hereof, one (1) week of “gross pay” shall mean 1/52 of an Employee’s annual gross base pay at the Closing, other than a time of termination (i) plus an amount equal to 1/52 times the aggregate amount of commissions paid to such Employee by the Company or during 1999. Except as otherwise set forth in the applicable Employment Agreements and except as set forth on Section 7(e) of the Company Subsidiary for “cause” (as defined under Disclosure Schedule, each of the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan Employees shall be offered employment pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planthis Section 7(e) on an at-will basis.

Employee Matters. (a) From and after No later than ten (10) Business Days prior to the Closing until Date, Parent will provide the Company a complete list of employees that Parent will be (i) December 31offering continuing employment with Parent or its Subsidiaries, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseoffering transitional employment with Parent or its Subsidiaries until the end of a specified transition date or (iii) informing that their employment will terminate on the Closing Date. As of the Effective Time, the nine (9) month anniversary of the Closing, the OpCo Buyer Surviving Corporation shall, or shall cause one of its Subsidiaries to, employ each employee of the Company and its Subsidiaries who continues to be employed by the Surviving Corporation or any Company Subsidiaryits Subsidiaries as of the Effective Time (each employee, as applicable to, a “Continuing Employee”) and to provide to each such Continuing Employee who remains employed by the Company base salary or any Company Subsidiary with a base salary, wages and annual target cash bonus opportunity or semi-annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salaryas applicable, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time. From and listed in Section 3.15(aafter the Effective Time, the Surviving Corporation shall honor all Company Benefit Plans and all plans, programs, practices, policies, arrangements and agreements referenced on Schedule 3.2(c) of the Seller Company Disclosure Letter (eachLetter, a “Company Severance Plan”)in each case, in accordance with severance payments and benefits no less favorable than those provided their terms as in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant effect immediately prior to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance PlanEffective Time. Notwithstanding the foregoing, nothing herein shall, after the Effective Time, prohibit the Surviving Corporation or any of its Subsidiaries from amending or terminating any such Company Benefit Plan, or compensation arrangement or agreement in accordance with its terms or impose on the Surviving Corporation or any of its Subsidiaries any obligation to retain any employee for any amount of time. During the period commencing as of the Effective Time and ending on the first anniversary of the Closing (such period, the “Continuation Period”), the Surviving Corporation shall, and shall cause one of its Subsidiaries to, provide each Continuing Employee who becomes eligible to receive with, during the Continuation Period, severance payments, rights and/or benefits that are no less favorable than the severance payments, rights and/or benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements applicable Company Benefit Plans set forth on Schedule 6.9(a) of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanCompany Disclosure Letter.

Employee Matters. (a) From The Buyer shall cause an Affiliate of the Buyer to make at-will offers of employment to the Current Employees set forth on Section 5.7(a) of the Buyer’s Disclosure Schedule (the “Offered Employees”), which offers shall provide for base wages or salaries and after target bonus opportunities of not less than the respective base wages or salaries and target bonus opportunities specified for each such employee as in effect immediately prior to the Closing until Date (iand as previously provided in the employee information described in Section 3.22(a) December 31, 2019 if and made available to the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary Buyer as of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunitydate hereof), and other employee benefits (excluding equity and equity-based compensation) that are not less favorable substantially comparable in the aggregate than the base salary, annual cash bonus opportunity, and other employee to those benefits made available to each in effect for such Employee employees immediately prior to the Closing Date. Such offers shall be made by such Affiliate of the Buyer to the Offered Employees not later than thirty (30) days after the date of this Agreement, shall be conditioned upon the Closing, and shall be for employment commencing at 12:01 a.m., New York, New York time, on the Closing Date (such time, the “Offer Effective Time”); provided, howeverthat, that nothing herein shall preclude in the OpCo Buyercase of an employee (i) who is on short term disability leave, workers’ compensation leave, or other authorized leave of absence as of the Closing Date, the Company, any Company Subsidiary, offer of employment shall be for employment effective immediately after the date that such employee is first able to return to active employment or (ii) who continues employment with the Seller Parties or any of their respective AffiliatesAffiliates (other than the Acquired Companies) following the Offer Effective Time as mutually agreed between the Seller Parties and the Buyer, from terminating the offer of employment shall be effective as of such employee’s last day of work with the Seller Parties or any employee at of their Affiliates (other than the Acquired Companies) as mutually agreed between the Seller Parties and the Buyer (such date, in each case, the “Delayed Transfer Date”). The offer to each Offered Employee shall be conditioned upon such Offered Employee (A) passing a background check in accordance with the standard employment practices of the Buyer and its Affiliates as described to the Seller prior to the date hereof and (B) remaining employed by the Seller Parties or any time on of their Affiliates (other than the Acquired Companies) through the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be. Subject to the foregoing, those Offered Employees who accept an offer of employment as described above and become so employed as of the Offer Effective Time or (with respect to affected employees) as of the Delayed Transfer Date, as the case may be, shall be referred to herein as “Transferred Employees”. To the extent that an Offered Employee has accepted an offer of employment effective as of the Delayed Transfer Date, the Buyer shall promptly upon written request after the Closing; and provided, further, that applicable Delayed Transfer Date reimburse the OpCo Buyer shall, or shall cause Seller on an after-Tax basis for the Company and each Company Subsidiary to, continue to recognize expense of employment continuation from the labor organization that represents any of its Employees and to assume and comply Offer Effective Time through the applicable Delayed Transfer Date in accordance with the terms of any collective bargaining agreement base wages or other agreement applicable to salaries specified for such Employees, but Offered Employee in each case only to the extent listed employee information described in Section 3.16(a3.22(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant and made available to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing date hereof. The Seller Parties shall be liable for, and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments shall indemnify and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to hold harmless the Buyer Severance Planand its Affiliates (including the Acquired Companies following the Closing) from and against (i) all Liabilities under the Benefit Plans, the OpCo Buyer shallwhenever arising, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance (ii) all Liabilities related to Employees that the Company finds warrants providing pay or benefits” (each within the meaning do not become employees of the Buyer Severance Plan): an involuntary termination or its Affiliates and (iii) all Liabilities related to the Transferred Employees for periods prior to their commencement of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under with the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planits Affiliates.

Employee Matters. (a) From and after the Closing Date and until six (i) December 31, 2019 if 6)-months following the Closing occurs on or before June 30, 2019 or (ii) otherwiseDate, the nine (9) month anniversary of the Closing, the OpCo Opco Buyer shall, or shall cause the Company or any Company SubsidiaryCompany, as applicable to, to provide to each Employee who not covered by a collective bargaining agreement, while he or she remains employed by the Company Company, to the extent applicable, with an annual base salary or any Company Subsidiary with a base salaryhourly wage rate, annual cash bonus opportunity, and other employee health and welfare and 401(k) plan benefits that are not less favorable in the aggregate than the annual base salarysalary or hourly wage rate, annual cash bonus opportunity, opportunity and other employee health and welfare and 401(k) plan benefits made available to each such Employee immediately prior to the Closing Date; provided. Notwithstanding anything to the contrary contained herein, however, that nothing herein in this Agreement shall preclude the OpCo Buyer, Buyer or the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the . The OpCo Buyer shall, or shall cause the Company and each Company Subsidiary Company, to, continue to recognize the labor organization that represents any of its Employees and to assume honor and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the The OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, to provide to each Employee who suffers a termination of employment during such the six (6) month period following the Closing Date under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Cincinnati Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing date of this Agreement and listed in Section 3.15(a) of the Seller Sellers Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after For a period of one year following the Closing until Date, but not beyond the date on which the Continuing Employee’s (ias defined below) December 31employment with the Surviving Corporation and its Affiliates (including, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of following the Closing, the OpCo Buyer Vandalia Zero Entities) terminates (the “Continuation Period”), the Surviving Corporation shall, or shall cause the Company or any Company Subsidiary, as applicable its Subsidiaries to, provide to each Employee who remains individual employed by the Company or any Company Subsidiary with of its Subsidiaries immediately prior to the Closing (each, a “Continuing Employee”) (i) the base salary, annual salary or hourly wages and cash bonus opportunityopportunities (but excluding any Excluded Benefits) that are, and other employee benefits that are not in each case, no less favorable in than those provided to the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Continuing Employee immediately prior to the Closing Date; provided, however, and (ii) all other employee benefits (other than any Excluded Benefits) that nothing are substantially comparable in the aggregate to the employee benefits provided to the Continuing Employee immediately prior to the Closing. Nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, prevent Parent or any of their respective Affiliatesits Affiliates (including, after the Closing, the Company and its Subsidiaries and the Vandalia Zero Entities) from terminating the employment of any employee at any time on or after Continuing Employee during the Closing; Continuation Period. Notwithstanding anything to the contrary in this Agreement, and providedwithout limiting the generality of the foregoing, further, that the OpCo Buyer Surviving Corporation shall, or shall cause the Company and each Company Subsidiary its Subsidiaries to, continue provide severance and other termination-related benefits to recognize each Continuing Employee that is terminated after the labor organization that represents any of its Employees date hereof and to assume and comply with the terms of any collective bargaining agreement on or other agreement applicable to such Employees, but in each case only prior to the extent listed in Section 3.16(a) first anniversary of the Seller Disclosure Letter. FurtherClosing Date in an amount not less favorable than the amount of severance pay provided to each such Continuing Employee immediately prior to Closing; provided, however, that, for the avoidance of doubt, the OpCo Buyer shall, or foregoing sentence shall cause not affect Contracts with individual employees of the Company or its Subsidiaries that provide for severance, and the applicable Company Subsidiary Surviving Corporation shall, and shall cause its Subsidiaries to, provide to each Employee who suffers a termination of employment during comply with such period under Contracts. The Company shall upon Parent’s request, no less frequently than every 30 days from the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of date hereof and separately 14 days immediately prior to Closing, make available to Parent an unredacted and updated employee census containing the Closing and listed information set forth in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”3.12(a), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if Within a reasonable period of time (but not less than seven (7) calendar days) prior to the Closing occurs Date, Purchaser shall make an offer of employment to each current employee of Seller or its Affiliates (other than those employees set forth on or before June 30, 2019 or (iiSchedule 5.6(a) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, Seller Disclosure Letter that Seller will provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are Purchaser not less favorable than thirty (30) calendar days following the execution of this Agreement, which Schedule shall be subject to the mutual agreement of Purchaser and Seller as set forth below) who performs services primarily for the Target Companies commencing as of the Closing Date in the aggregate than the base salary, annual cash bonus opportunity, same job function and other employee benefits made available to each such Employee location as in effect immediately prior to the Closing Date, and on the terms and conditions set forth below, and (ii) upon the Closing Date, Purchaser will continue to employ, at will (unless otherwise specified by contract), all persons who, as of the Closing Date, are employees of the Target Companies, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence, in each case as of the Closing Date (the employees listed in (i) and (ii) above, collectively, the “Company Employees”). For at least one (1) year following the Closing Date, and assuming continued employment during such period, Purchaser shall provide or cause to be provided to the Company Employees during their continued employment (i) the same salary or wage level and (ii) benefits that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of Purchaser; provided, however, that nothing herein the aggregate of the base pay, incentive opportunity and benefits provided by Purchaser to each Company Employee during such one (1) year period (or such shorter period during which such Company Employee remains employed) shall preclude not be less than 70% of the OpCo Buyeraggregate of the base pay, incentive opportunity and benefits provided to such Company Employee by Seller or its Affiliates immediately prior to the Company, Closing Date. Nothing in this Agreement shall require Purchaser to retain any Company SubsidiaryEmployee for any period of time after the Closing Date and, or any subject to the requirements of their respective Affiliatesapplicable law, from terminating Purchaser reserves the employment of any employee right, at any time on or after the Closing; and providedClosing Date, furtherto terminate such employment and, that except as expressly stated in this Agreement, to amend, modify or terminate any term or condition of employment including, without limitation, any employee benefit plan, program, policy, practice or arrangement or the OpCo Buyer shall, compensation or shall cause working conditions of the Company and each Company Subsidiary toEmployees. Purchaser shall provide Seller with written notice of Purchaser’s objections, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employeesif any, but in each case only to the extent listed employees included on Schedule 5.6(a) of the Seller Disclosure Letter within fifteen (15) calendar days after delivery of such Schedule, after which Seller and Purchaser agree to work together, in Section 3.16(agood faith, to reach a mutually agreeable list of employees included on Schedule 5.6(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From All employees of the Company and the Company’s Subsidiaries who are employed immediately prior to the Closing Date and who continue employment with Parent or its Subsidiaries following the Closing (“Company Employees”) shall, solely during any period of employment following the Closing Date with Parent or any of its Subsidiaries, at the option of Parent, either continue to be eligible to participate in an “employee benefit plan”, as defined in Section 3(3) of ERISA (an “Employee Benefit Plan”), of the Company which is, at the option of Parent, continued by Parent or an Affiliate thereof, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent or its Affiliates in a similar Employee Benefit Plan sponsored or maintained by Parent or an Affiliate thereof or in which employees of Parent or its Affiliates participate after the Closing until (i) December 31Date. With respect to each benefit plan, 2019 if program, practice, policy or arrangement maintained by Parent or its Affiliates following the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary and in which any of the ClosingCompany Employees participate (the “Parent Plans”), and except to the OpCo Buyer extent necessary to avoid duplication of benefits, service with the Company or any of its Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and entitlement to benefits (but not for accrual of or entitlement to pension benefits, post-employment welfare benefits, special or early retirement programs, window separation programs, or similar plans which may be in effect from time to time). Parent shall, or shall cause the Company or any Company Subsidiaryits Subsidiaries, as the case may be, to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable toto all Company Employees and their dependents under any Parent Plan that is a welfare plan that such Company Employees may be eligible to participate in after the Closing Date, provide other than limitations or waiting periods that are already in effect with respect to each Employee who remains employed such employees and that have not been satisfied as of the Closing Date under any welfare plan maintained by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each for such Employee employees immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, Date and (ii) provide each such Company Employee and his or her dependents with full credit for any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; co-payments and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately deductibles paid prior to the Closing and listed in Section 3.15(a) of Date for the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause plan year within which the Company Merger Effective Time occurs in satisfying any applicable deductible or the applicable Company Subsidiary toout-of-pocket requirements, recognize the following termination of employment as an “eligible termination” or a “circumstance and for any lifetime maximums, under any welfare plans that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes employees are eligible to receive severance benefits under participate in after the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing Date.

Employee Matters. (a) From and after Following the Closing until Date, Parent shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (ias a group) December 31, 2019 if who are actively employed by Company and its Subsidiaries on the Closing occurs on or before June 30, 2019 or Date (ii“Covered Employees”) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, that provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits generally made available to each such Employee immediately prior to the Closing Datesimilarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), as applicable; provided, however, that nothing herein in no event shall preclude the OpCo Buyer, the Company, any Company Subsidiary, Covered Employee be eligible to participate in any closed or any frozen plan of their respective Affiliates, from terminating the employment of any employee at any time on Parent or after the Closingits Subsidiaries; and provided, further, that the OpCo Buyer shall, or until such time as Parent shall cause Covered Employees to participate in the benefit plans and compensation opportunities that are made available to similarly situated employees of Parent or its Subsidiaries (other than Company and its Subsidiaries), a Covered Employee’s continued participation in employee benefit plans and compensation opportunities of Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans may commence at different times with respect to each Parent plan). Notwithstanding anything contained herein to the contrary, from and after the Effective Time, a Covered Employee who is eligible to participate in the Company and each Company Subsidiary to, continue to recognize Change in Control Severance Plan (the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with ) and who is terminated during the period commencing at the Effective Time and ending on the second anniversary thereof shall be entitled to receive the severance payments and benefits no less favorable than those provided in such applicable under the Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant Plan (without amendment to the Buyer Company Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of Plan during such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months two year period following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicableEffective Time), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after As of the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseEffective Time, the nine (9) month anniversary employees of the ClosingCompany and each subsidiary shall continue employment with the Surviving Corporation and the subsidiaries, the OpCo Buyer shallrespectively, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than same positions and at the base salary, annual cash bonus opportunity, same level of wages and/or salary and other employee benefits made available to each such Employee immediately prior to the Closing Datewithout having incurred a termination of employment or separation from service; provided, however, that nothing herein shall preclude the OpCo Buyerexcept as may be specifically required by applicable law or any contract, the Company, Surviving Corporation and the subsidiaries shall not be obligated to continue any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of relationship with any employee at for any time specific period of time. Except with respect to the Option Plans to be assumed by the Parent as provided by Section 3.6(a) hereto, as of the Effective Time, the Surviving Corporation shall be the sponsor of the Company Employee Benefit Plans sponsored by the Company immediately prior to the Effective Time, and Parent shall cause the Surviving Corporation and the subsidiaries to satisfy all obligations and liabilities under such Company Employee Benefit Plans; provided, however, that, except as hereafter provided in this Section 8.4 or in the Company Disclosure Schedule, nothing contained in this Agreement shall limit or restrict the Surviving Corporation's right on or after the Closing; and providedEffective Time to amend, furthermodify or terminate any of the Company Employee Benefit Plans. Parent will for a period of time at least twenty-four (24) months after the Effective Time, that other than during the OpCo Buyer shalltransition period ending November 30, 1998 (during which the Company's benefit programs will be maintained or replaced by the Parent benefits described herein), provide, or shall cause the Surviving Corporation to provide, and their respective successors to maintain, to all employees of the Company benefits under Parent's Qualified Employee Defined Benefit Plan, 401(k) Deferred Compensation Plan, Health and each Welfare Plan on the same terms generally made available to other employees of Parent and its subsidiaries. To the extent any employee benefit plan, program or policy of Parent, the Surviving Corporation, or their affiliates is made available to any person who is an employee of the Company Subsidiary to, continue to recognize the labor organization that represents or any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of subsidiaries immediately prior to the Closing Effective Time: (i) service with the Company and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments subsidiaries by any employee prior to the Effective Time shall be credited for eligibility purposes and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance qualifying for any additional benefits tied to periods of service (such as higher rates of matching contributions and eligibility pursuant for early retirement) under such plan, program or policy, but not for benefit accrual purposes; and (ii) with respect to the Buyer Severance Planany welfare benefit plans to which such employees may become eligible, the OpCo Buyer shall, or Parent shall cause the Company such plans to provide credit for any co- payments or the applicable Company Subsidiary todeductibles by such employees and waive all pre-existing condition exclusions and waiting periods, recognize the following termination of employment as an “eligible termination” other than limitations or a “circumstance waiting periods that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment have not been satisfied under any welfare plans maintained by the Company or and the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary subsidiaries for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant their employees prior to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanEffective Time.

Employee Matters. (a) From and after As of the Closing until Date, each Seller shall terminate all of its employees at its Facility, and the applicable Buyer shall offer employment to all such employees commencing as of the Closing Date in positions and at compensation levels no less favorable than those being provided by the applicable Seller. The offers of employment will be subject to reasonable and satisfactory job performance by each individual, and no such offer will alter the status of any "AT WILL" employee. Except as otherwise set forth herein, each Buyer shall have normal management prerogatives with respect to employees. Within the period of ninety (i90) December 31days before the Closing, 2019 each Seller shall not, and within the ninety (90) days following the Closing, each Buyer shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the Closing occurs on shutdown results in an employment loss during any ninety (90) day period at the single site of employment for fifty (50) or before June 30more employees, 2019 excluding any part-time employees; or (ii2) otherwisehave a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms "single site of employment," "operating unit," "employment loss" and "mass layoff" shall be defined as in the nine Workers Adjustment Retraining and Notification Act (9) month anniversary the "WARN ACT"). With respect to terminations of employees following the Closing, the OpCo applicable Buyer shallshall be responsible for any notification required under the WARN Act. In respect each of the Sellers' employees, or the applicable Buyer shall cause provide such employee with employee benefits no less favorable to such employee than the Company or any Company Subsidiary, as applicable to, provide benefits provided to each Employee who remains employed such employee by the Company or any Company Subsidiary with a base salaryapplicable Seller Facility and, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Dateextent any Seller maintains any qualified retirement program for its employees, the applicable Buyer shall recognize the existing seniority of all such employees for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual); provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment no such credit need be given in respect of any employee at any time on new plan commenced or after participated in by the Closing; and providedapplicable Buyer in which no prior service credit is given or recognized to or for other plan beneficiaries. In providing such benefits, further, that the OpCo such Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable waive pre-existing condition limitations in such Buyer's welfare benefit plans which might otherwise apply to such Employees, but in each case only employees except to the extent listed in employees have not satisfied such limitations under the current welfare benefit plans of each Seller. Such Buyer shall assume any and all liabilities under Section 3.16(a) 4980B of the Code and Sections 601 through 608 of ERISA with respect to all employees of each Seller Disclosure Letter. Furtherhired by such Buyer in connection with the transactions contemplated by this Agreement who perform an hour of service for such Buyer (the "HIRED EMPLOYEES"), the OpCo Buyer shall, or and shall cause the Company or indemnify the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during Seller for any and all losses incurred by such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of any violation of this provision. Such Buyer acknowledges and agrees that in the event the Sellers cease to provide any group health plan, such Employee’s death or disabilityBuyer shall be responsible to make COBRA continuation coverage available to each "M&A QUALIFIED BENEFICIARY" (as such term is defined in Treas. Reg. Section 54.4980B-9, Q&A4(a)) in connection with the transaction described herein on the later of (i) the Closing Date or (ii) that would otherwise exclude the date the Sellers cease to provide such Employee from receiving severance benefits under the Buyer Severance Plan pursuant group health plan to any employee. Notwithstanding anything to the terms of contrary hereunder, the Sellers shall not be obligated to terminate, and Buyer Severance Plan. Notwithstanding the foregoingshall not be obligated to hire, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanRichard Kresch, Neal G. Cury, Jr., Steve Brady, Rebecca Baum or Bridgexx Xxxxx.

Employee Matters. (a) From During the period from and after the Closing until (i) Acceptance Date through December 31, 2019 if 2008 (such period the Closing occurs on or before June 30“Continuation Period”), 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or Parent shall and shall cause the Company or any Company Subsidiaryand its Subsidiaries to, as applicable and from and after the Effective Time shall cause the Surviving Corporation and its Subsidiaries to, provide to each Employee employee of the Company and its Subsidiaries who remains employed by in the employment of the Company or any Company Subsidiary and its Subsidiaries (and after the Effective Time, the Surviving Corporation and its Subsidiaries) (the “Continuing Employees”) with a (i) base salary, annual cash bonus opportunity, salary and other wages that are at least equal to the base salary and wages payable to such Continuing Employee prior to the Acceptance Date and (ii) incentive compensation and employee benefits that are not less favorable substantially comparable in the aggregate than to the base salary, annual cash bonus opportunity, incentive compensation and other employee benefits made available provided to each such Employee the Continuing Employees immediately prior to the Closing Acceptance Date; provided, however, that nothing herein shall preclude neither Parent nor the OpCo Buyer, the Company, any Company Subsidiary, or Surviving Corporation nor any of their respective AffiliatesSubsidiaries shall have any obligation to issue, from terminating or adopt any plans or arrangements providing for the employment issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any employee shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements and for purposes of the standard in clause (ii) above the equity-based compensation programs in effect at the Company prior to the Acceptance Date and the retention program set forth on Section 6.09(e) of the Company Disclosure Schedule shall not be taken into account in determining whether such standard is satisfied. Notwithstanding the foregoing or anything else contained herein to the contrary, following the Effective Time the Continuing Employees shall be considered and be eligible for equity-based compensation awards denominated in the equity of Parent on a basis that is no less 62 favorable than applies to similarly situated employees of Parent and its Subsidiaries, as determined by Parent in its sole discretion. Notwithstanding any time on or after other provision of this Agreement to the Closing; contrary, Parent shall and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary its Subsidiaries to, continue and from and after the Effective Time shall cause the Surviving Corporation and its Subsidiaries to, provide Continuing Employees whose employment terminates following the Acceptance Date and at any time during the Continuation Period with severance benefits in an amount that is no less than the severance benefits that such Continuing Employee would have been entitled to recognize pursuant to and under circumstances consistent with the labor organization Parent’s severance plan as set forth in the Parent’s employee handbook as in effect on the date hereof as previously disclosed to the Company; provided that represents such severance benefits shall be determined without taking into account any of its reduction after the Acceptance Date in base salary or base wages paid to Continuing Employees and shall take into account the service crediting provisions set forth in Section 6.09(b) below. The foregoing provisions of this Section 6.09(a) shall not apply to assume employees whose terms and comply with the terms conditions of any employment are governed by a collective bargaining agreement or other agreement applicable to and the employee benefits for such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or employee shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant be subject to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planapplicable collective bargaining agreement.

Employee Matters. (a) From and after Prior to the Closing until Date, Parent, in its sole discretion, may offer some or all individuals who were employees of the Company immediately prior to the date of this Agreement employment as regular “at will” employees or transitional “at will” employees of Parent or a subsidiary of Parent (including the Surviving Company). Such “at-will” employment arrangements will (i) December 31be set forth in offer letters in keeping with Parent’s customary practice for similarly situated employees (each, 2019 if an “Offer Letter”) or a transitional services agreement (each a ‘Transitional Services Agreement”) which shall be in substantially the Closing occurs on or before June 30forms attached as Exhibit E and Exhibit F, 2019 or respectively, (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by such employee base salary that is no less favorable than the Company or any Company Subsidiary with a employee’s base salary, annual cash bonus opportunity, salary immediately prior to the date of this Agreement and other employee benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunitybenefits provided to a similarly situated employee of Parent, and (iii) supersede any prior employment agreements and other employee benefits made available to arrangements with each such Employee immediately employee in effect prior to the Closing Date (other than any proprietary rights, confidentiality, noncompetition and assignment of inventions agreements). Each employee of the Company who executes and delivers his or her acceptance of an Offer Letter or Transitional Services Agreement and associated new hire documents and agreements within the reasonable deadline set by the Offer Letter or Transitional Services Agreement, which shall be prior to the Closing Date; provided, howeverand becomes an employee of Parent or a subsidiary of Parent (including the Surviving Company) shall be referred to herein as a “Continuing Employee.” Notwithstanding anything in this Agreement to the contrary, that nothing herein no Continuing Employee, and no other Company employee, shall preclude be deemed to be a third party beneficiary of this Agreement. Parent shall amend its qualified employee benefit plans to provide past service credit for purposes of eligibility and vesting for services performed by a Continuing Employee to the OpCo Buyer, Company or any Affiliate of the Company, shall waive any Company Subsidiarywaiting period for the provision of health and welfare benefits to a Continuing Employee, or any of their respective Affiliates, from terminating and shall provide credit toward the employment deductible and out-of-pocket maximum of any employee at any time on health or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the welfare plan maintained by Parent for payments made by a Continuing Employee to a Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately Program for health care expenses accrued prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanDate.

Employee Matters. (a) From the Effective Time through the date that Wachovia determines to generally transition Golden West’s benefit arrangements (such date being referred to herein as the “Benefits Transition Date”), Wachovia shall provide the employees of Golden West and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary its Subsidiaries as of the ClosingEffective Time (the “Covered Employees”) with employee benefits and compensation plans, programs and arrangements that are substantially similar, in the OpCo Buyer shallaggregate, to the employee benefits and compensation plans, programs and arrangements provided by Golden West or shall cause the Company or any Company Subsidiaryits Subsidiaries, as applicable tothe case may be, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee employees immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or Effective Time. From and after the Closing; Benefits Transition Date, Wachovia shall provide the Covered Employees with employee benefits and providedcompensation plans, further, programs and arrangements that the OpCo Buyer shall, or shall cause the Company are substantially similar to those provided to similarly situated employees of Wachovia and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Subsidiaries. Notwithstanding anything contained herein to the extent listed contrary, a Covered Employee whose employment is terminated by Wachovia other than for Cause (as defined in Section 3.16(a) of Schedule 4.01(j)), disability or death or who terminates employment for Good Reason (as defined in Schedule 4.01(j)), during the Seller Disclosure Letter. Furtherperiod commencing at the Effective Time and ending on the second anniversary thereof, shall be entitled to receive the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period severance payments and benefits under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Wachovia Severance Plan, or any applicable individual employment, severance or separation agreement Pay Plan as in effect on the date hereof and Previously Disclosed to Golden West and as of immediately prior such plan may be amended from time to time (the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Wachovia Severance Plan”). The Wachovia Severance Plan will not be amended to reduce benefits to Covered Employees until after the second anniversary of the Effective Time unless an amendment is necessary to comply with Section 409A of the Code. Following the date hereof and prior to the Effective Time, with severance payments Wachovia and benefits no less favorable than those provided Golden West shall cooperate in such applicable Company Severance Plan. During such period, good faith to agree to the appropriate job categorization of the Covered Employees for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Wachovia Severance Plan, the OpCo Buyer shalltaking into account their compensation, or shall cause the Company or the applicable Company Subsidiary toauthority, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closingseniority, duties and any other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planfactors deemed relevant.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary With respect to those individuals who are employees of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of Subject Entity immediately prior to the Closing and listed in Section 3.15(a) of who remain employed with Acquiror or its Affiliates immediately following the Seller Disclosure Letter Closing (each, a the “Company Severance PlanContinuing Employees”), Acquiror or an Affiliate of Acquiror shall, until the earlier to occur of (A) ELK Units no longer being listed on a national exchange pursuant to a definitive agreement regarding such transaction that includes a covenant addressing the subject matter of this Section 6.14(a), and (B) the one-year anniversary of the Closing Date (or until employment terminates, if sooner) (the “Continuation Period”), (i) continue to provide the Continuing Employees with severance payments and benefits no annual base salaries (or hourly wages, as applicable), annual cash bonus target opportunities and, except as otherwise provided in Section 6.14(b), annual long-term incentive award target opportunities, in each case that are not less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following Continuing Employees immediately prior to the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or ; (ii) continue to provide the Continuing Employees with employee benefits (excluding nonqualified deferred compensation, defined benefit retirement and post-termination or retiree health or welfare benefits) that would otherwise exclude such Employee from receiving are, in the aggregate, substantially comparable to the employee benefits (subject to the same exclusions) that were available to Continuing Employees immediately prior to the Closing under the ELK Benefit Plans set forth on Schedule 4.12(a); and (iii) provide severance benefits for any Continuing Employee who is terminated by Acquiror or its Affiliates without cause during the Continuation Period and signs and does not revoke a customary release of claims that include a pro-rated target annual bonus for the year of termination and otherwise are at least as favorable as the greater of the severance benefits provided under the Buyer Severance Plan pursuant to Subject Entities’ severance policies as in effect on the terms date hereof and set forth on Schedule 4.12(a) or the severance benefits provided under the applicable severance policy of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements Acquiror or its Affiliates as of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plandate of termination.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Seller shall, or shall cause the Company or any Company Subsidiary, as applicable its Affiliates to, terminate the employment of all Business Employees (except as agreed to in writing by Buyer), subject to and effective upon the Closing Date. Seller shall payout any accrued but unused vacation and/or paid time off for such terminated Business Employees. Buyer shall contemporaneously offer employment effective as of Closing to all such Business Employees and shall provide to each Employee employee who remains employed immediately after the Closing (“Continuing Employee”) until the twelve-month anniversary of the Closing Date with: (i) base salary or hourly wages which are comparable to the base salary or hourly wages provided by Seller immediately prior to the Company or any Company Subsidiary with a base salaryClosing; (ii) bonus opportunities, annual cash which are comparable to the bonus opportunity, opportunities provided by Seller immediately prior to the Closing; (iii) retirement and other employee welfare benefits that are not less favorable comparable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee those provided by Seller immediately prior to the Closing DateClosing; provided(v) a comparable position of employment (or position with the comparable functional responsibilities) and scheduled hours as in effect immediately prior to Closing. Seller shall, howeverand shall cause its Affiliates to, that nothing herein shall preclude make commercially reasonable efforts to cooperate with Buyer and its Affiliates with respect to making employment offers to the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating Business Employees and transitioning the employment of the Continuing Employees as contemplated by this Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, except as otherwise provided in any employee at any time on or after the Closing; and providedapplicable employment agreement, further, that the OpCo neither Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents nor any of its Employees and Affiliates shall be obligated to assume and comply with the terms of continue to employ any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Continuing Employee who suffers a termination of employment during such for any period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (. Except as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), expressly provided herein or as a result of such Employee’s death or disabilityrequired under applicable Laws, or (ii) that would otherwise exclude such the Continuing Employees shall cease participation in the Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms Plans as of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing Date.

Employee Matters. (a) From The Parent shall take such action as may be necessary so that on and after the Effective Time, until December 31, 2006, officers and employees of the Company who remain after the Closing until in the employ of the Company are either, as Parent may determine from time to time, (i) December 31provided employee benefits, 2019 if plans and programs (including, but not limited to, incentive compensation, deferred compensation, pension, life insurance, welfare, profit sharing, 401(k), severance, salary continuation and fringe benefits and excluding non-retirement equity-based compensation arrangements) which, in the Closing occurs on or before June 30aggregate, 2019 are not materially less favorable than those made available by the Company to such officers and employees immediately prior to the Effective Time or (ii) otherwiseprovided employee benefits, plans and programs on substantially the same basis as officers and employees of Parent and its Subsidiaries having similar responsibilities and positions. For purposes of eligibility to participate and vesting in all benefits provided by Parent to such officers and employees, the nine (9) month anniversary officers and employees of the Closing, Company will be credited with their years of service with the OpCo Buyer Company and any predecessors thereof to the extent service with Parent and its Subsidiaries and any predecessors thereof is taken into account under the plans of Parent and its Subsidiaries. Parent shall take commercially reasonable efforts to insure that the eligibility of any officer or employee of the Company to participate in any welfare benefit plan or program of Parent shall not be subject to any exclusions for any pre-existing conditions if such individual has met the participation requirements of similar benefit plans and programs of the Company. All individuals eligible to participate in any plan or arrangement contemplated above shall be immediately eligible to participate in the similar plan or arrangement maintained by Parent or its Subsidiaries (or the same plan or arrangement if still maintained). Parent shall take commercially reasonable efforts to insure that the amounts paid before the Effective Time by officers and employees of the Company under any health plans of the Company shall, after the Effective Time, be taken into account in applying deductible and out-of-pocket limits applicable under the health plans of Parent provided as of the Effective Time to the same extent as if such amounts had been paid under such health plans of Parent. Nothing contained in this Section 5.1(a) shall create any rights in any officer or shall cause employee or former officer or employee (including any beneficiary or dependent thereof) of the Company or the Surviving Corporation in respect of continued employment for any specified period of any nature or kind whatsoever. The Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits expressly acknowledges that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee Company employees by the Surviving Corporation, Parent or its Affiliates, as the case may be, shall be “at-will” and that the Surviving Corporation, Parent or its Affiliates, as the case may be, may terminate the employment of any of such employees at any time on and for any reason or after for no reason. Notwithstanding any provision of this ARTICLE V, the Closing; parties 57 expressly acknowledge and provided, further, agree that the OpCo Buyer shallno current employee or former employee is intended, or shall cause the Company and each Company Subsidiary tobe deemed, continue to recognize the labor organization that represents be a third party beneficiary or to have any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period rights under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.this ARTICLE V.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary For a period of not less than one year following the Closing, the OpCo Buyer Buyers shall, or shall cause one of their Affiliates or Subsidiaries (including the Company or any Company Subsidiary, as applicable Companies) to, provide to (I) each Employee employee of a Company who remains employed by the Company Companies as of immediately after the Closing and (II) each Parent Employee who accepts an offer of employment from, and commences employment with, the Buyer or any Company Subsidiary one of its Affiliates (including the Companies) as of the Closing (each, a “Continuing Employee”), to the extent such Continuing Employee remains employed, with (i) base salary or wages and a base salary, target annual cash bonus opportunity, and other employee benefits opportunity (if any) that are not no less favorable in the aggregate than the base salary, salary or wages and target annual cash bonus opportunity, and other employee benefits made available to each opportunity such Continuing Employee was receiving immediately prior to the Closing Date(if any); providedand (ii) other employee benefit opportunities that are substantially similar in the aggregate to those provided to similarly situated employees of Buyers (excluding for this purpose any equity-based, howeverretention or defined benefit pension plan benefits) when applying the same eligibility criteria that apply in the normal course to Buyers’ employees. Notwithstanding anything to the contrary set forth herein, that (1) nothing herein shall preclude or limit the OpCo Buyer, the Company, any Company Subsidiary, right of Buyers or any of their respective Affiliates, applicable Affiliate(s) from terminating the employment of any employee Continuing Employee (x) at any time on and for any reason following the ninetieth (90th) day following Closing (the “Continuation Period”) or after (y) for cause or due to any misconduct, gross negligence or performance reasons during the Closing; Continuation Period and provided, further, that (2) nothing herein requires the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms provision of any collective bargaining agreement particular compensation element or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) benefit for any particular length of the Seller Disclosure Lettertime. Further, nothing herein is intended to alter the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide at-will employment status of any Continuing Employee. With respect to each Employee who suffers a termination offers of employment during made by the Buyer to any Parent Employee, such period under the circumstances establishing offer of employment shall not obligate Parent or any Seller Party to pay any severance or similar benefits to such Parent Employee in connection with such Parent Employee’s severance eligibility pursuant decision to accept such offer of employment from the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as one of immediately prior to its Affiliates (including the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”Companies), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after For a period of one year from the Closing until Effective Time, Parent shall cause the Surviving Corporation to provide, or cause to be provided, to (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary employees of the Closing, the OpCo Buyer shall, or shall cause the Company or any of its Subsidiaries (collectively, “Company Subsidiary, Employees”) as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee of immediately prior to the Closing DateEffective Time whose employment is terminated prior to such first anniversary of the Effective Time, severance payments and severance benefits no less favorable than those that were made available to terminated Company Employees immediately prior to the Effective Time, and (ii) Company Employees as of immediately prior to the Effective Time who remain employed by the Surviving Corporation or any of its Subsidiaries, compensation and benefits that are no less favorable to the Company Employees, in the aggregate, than the compensation and benefits provided such Company Employees immediately prior to the Effective Time (including in prior compensation and benefits the value of one year of annual benefit accruals under each SERP, but excluding (I) the value of all accelerated payments of accrued SERP benefits paid in connection with the Merger, (II) the value of any other benefits that are accelerated in connection with the Merger, and (III) any bonuses other than annual bonuses); provided, that the foregoing obligation shall not restrict Parent and the Surviving Corporation from making changes that (A) are consistent with changes currently planned or contemplated by the Company, (B) are in response to business conditions which may exist at the time of such changes or (C) are collectively bargained for. Parent shall cause the Surviving Corporation to honor in accordance with their terms all Company Plans; provided, however, that nothing herein shall preclude Parent or the OpCo BuyerSurviving Corporation may amend, modify or terminate any individual Company Plan in accordance with its terms and applicable Law (including obtaining the consent of the other parties to and beneficiaries of such Company Plan to the extent required thereunder). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the CompanySurviving Corporation and its Subsidiaries shall not, after the Effective Time, provide any Company Subsidiaryform of equity-based compensation, including options to purchase shares of capital stock in the Surviving Corporation or any of their respective Affiliates, from terminating the employment of its Subsidiaries; provided that any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause equity-based compensation provided by the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility Subsidiaries pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of Company Plans immediately prior to the Closing and listed Effective Time shall be taken into account in Section 3.15(a) of determining whether the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments compensation and benefits no provided by Parent and the Surviving Corporation are less favorable to the Company Employees, in the aggregate, than those provided in such applicable by the Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant the first sentence of this Section 6.9(a), unless the Company grants cash-based performance awards prior to the Buyer Severance PlanEffective Time, the OpCo Buyer shall, or in which case such equity-based compensation shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall not be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plantaken into account.

Employee Matters. (a) From The Purchaser acknowledges that the employees of the Company and its Subsidiaries immediately prior to the Closing will continue to be employed by the Company or one of its Subsidiaries immediately after the Closing until (i) December 31, 2019 if time of the Closing occurs on or before June 30, 2019 or (ii) otherwise, and that the nine (9) month anniversary terms of employment for such employees will be the same terms and conditions as are applicable prior to the Closing, except to the OpCo Buyer shall, or extent any such employee becomes a party to an Employment Agreement on the Closing Date. The Purchaser shall cause the Company or any Company Subsidiaryand its Subsidiaries to provide, as applicable tofor a period of twelve (12) months after the Closing Date, provide welfare, retirement and fringe benefits to each Employee who remains all Persons employed by the Company or any Subsidiary (and any of their eligible dependents as of the Closing Date) (collectively, the "Company Employees") substantially similar, in each case, to the benefits provided to the Company Employees under the Benefit Plans immediately before the Closing Date, except to the extent otherwise provided in any Employment Agreement to which any Company Employee becomes a party on the Closing Date. Without limiting the generality of the foregoing, in the event that the employment of any Company Employee is terminated by the Company or any Subsidiary with prior to the first anniversary of the Closing Date, such Company Employee shall have the same rights to receive such benefits, including a base salaryseverance benefit (if one is payable under the circumstances), annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee rights to receive benefits made available to each that the Company Employee would have had in connection with such Company Employee's termination of employment under the terms of the Benefit Plans in which such Company Employee participated immediately prior to the Closing Date; provided, however, that nothing herein shall preclude Closing. This Section 6.7(a) is intended to be for the OpCo Buyer, the Company, any Company Subsidiary, or any benefit of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause to grant third party rights to the Company Employees whether or not parties to this Agreement, and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan Employees shall be required entitled to satisfy all other conditions and eligibility requirements of enforce the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plancovenants contained herein.

Employee Matters. Except as otherwise provided in the Transition Services Agreement, (ax) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary effective as of the Closing, the OpCo Buyer shallAcquired Companies will cease to be participating employers in, or shall cause and the Business Employees will cease to be active participants in, each Employee Plan that is not a Company Plan, and (y) Seller and its Affiliates (other than the Acquired Companies) will cease to be participating employers in, and their respective employees who are not Business Employees will cease to be active participants in, the Company or Plans. Following the Closing, the Acquired Companies shall not have any Company Subsidiary, as applicable to, provide liabilities with respect to each the Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits Plans that are not Company Plans, except as may be otherwise provided herein. During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Parent shall provide or cause to be provided to the employees of the Acquired Companies annual cash opportunities that are no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available opportunities provided to each such Employee employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall cause or shall cause the Acquired Companies to grant all of their employees credit for any service with the Acquired Companies earned prior to the Closing Date: (i) for eligibility and vesting purposes; providedand (ii) for purposes of vacation accrual and severance benefit determinations under any benefit or compensation plan, howeverprogram, agreement or arrangement that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, may be established or maintained by Parent or any of their respective Affiliates, from terminating the employment of its Affiliates (including any employee at any time Acquired Company) on or after the Closing; and providedClosing Date (the “New Plans”), further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only case, to the extent listed such credit was provided for the same purpose as of the Closing under a similar Employee Plan and does not result in Section 3.16(aduplication of benefits. In addition, Parent shall for the plan year in which the Closing occurs use commercially reasonable efforts to (A) cause to be waived all pre-existing condition exclusion and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans that are health benefit plans to the extent waived or satisfied by an employee under any similar Employee Plan, and (B) cause any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any employee (or covered dependent of such employee) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide Acquired Companies to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, be taken into account for purposes of establishing an Employee’s severance eligibility pursuant satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan that is a health benefit plan in the year of initial participation. Notwithstanding anything herein to the Buyer Severance Plancontrary, Parent’s obligations under the OpCo Buyer shall, or immediately two preceding sentences are expressly conditioned on Seller providing Parent with all information reasonably necessary to allow Parent to comply with such obligations. The Acquired Companies shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning be solely responsible for any obligations arising under Section 4980B of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for Code with respect to all “causeM&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9) in connection with any Company Plan. Seller and its Affiliates shall be solely responsible for any obligations arising under Section 4980B of the Buyer Severance Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9) in connection with any Employee Plan that is not a Company Plan. The provisions contained in this Section 6.10 are for the sole benefit of the parties hereto and nothing set forth in this Section 6.10 will (i) confer any rights or remedies upon any employee or former employee of any Acquired Company Severance Planor upon any other Person other than the parties to this Agreement and their respective successors and assigns, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant be construed to the terms of the Buyer Severance Plan. Notwithstanding the foregoingestablish, amend, or modify any Employee who becomes eligible Plan or any other benefit plan, program, agreement or arrangement or (iii) without limiting any of Parent’s obligations under this Section 6.10, alter or limit Parent’s or any Acquired Company’s ability to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive amend, modify or terminate any severance benefits under the Buyer Severance Planspecific benefit plan, program, agreement or arrangement at any time.

Employee Matters. Buyer shall indemnify and hold harmless the Sellers from any liability under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local law, regulation or ordinance (acollectively, “WARN”) From that is triggered by any termination of employees by Buyer or the Company following the Closing. Buyer shall cause the Company to comply with any and after all applicable notice or filing requirements under WARN. Buyer shall be solely responsible for complying with the Closing until (i) December 31, 2019 if requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Closing occurs on or before June 30, 2019 or (ii) otherwise, Code for any individual who is an “M&A qualified beneficiary” as defined in Q&A 4 of Treas. Reg. §54.4980B-9 in connection with the nine (9) month anniversary of transactions contemplated by this Agreement. Immediately prior to the Closing, the OpCo Company (but not the Subsidiaries) shall terminate the employment of its employees set forth on Section 11K of the Company Disclosure Letter (the “Terminated Employees”). All employees of the Company and its Subsidiaries who are not Terminated Employees shall be referred to herein as the “Continuing Employees”. During the six-month period following the Closing Date, with respect to the Continuing Employees who satisfy Buyer’s screening requirements (including but not limited to background checks), Buyer shall, or shall cause the Company or any to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company Subsidiaryis a party, as applicable tosuch plans, provide arrangements and agreements are in effect on the date hereof (it being understood that this Section 11K shall not be deemed to each Employee who remains employed by prohibit Buyer or the Company or any Company Subsidiary its Subsidiaries from amending, modifying, replacing or terminating such arrangements in accordance with a base salarytheir terms). Buyer shall take all actions required so that the Continuing Employees who are so eligible shall receive service credit for purposes of determining eligibility, annual cash bonus opportunityvesting, and other future vacation or paid-time-off accrual and for purposes of determining severance amounts under employee benefits that are not less favorable in benefit plans and arrangements of the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating Subsidiaries or Affiliates in which they participate following the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Closing Date (to the extent listed in Section 3.16(asuch service credit would be given under such current Employee Benefit Plans). To the extent that Buyer modifies any coverage or benefit plans under which the Continuing Employees participate, Buyer shall waive (if permitted by applicable law) of the Seller Disclosure Letter. Further, the OpCo Buyer shallany applicable waiting periods, or actively-at-work requirements and shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during give such period Continuing Employees credit under the circumstances establishing new coverages or benefit plans for continuous coverage for pre-existing conditions, deductibles, co-insurance and out-of-pocket payments attributable to such Employee’s severance eligibility pursuant to the Buyer Severance Plan, Continuing Employees in which such coverage or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in plan modification occurs. This Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or 11K shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following survive the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan and shall be required to satisfy binding on all other conditions successors and eligibility requirements assigns of Buyer and the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanCompany.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer CMBF shall, or shall cause an Affiliate of CMBF to, offer employment (either directly or through a professional employer organization), effective on the Company or any Company SubsidiaryClosing Date, to all Purchased Asset Business Employees set forth on Section 3.14(c) of the Disclosure Schedules, as applicable toupdated pursuant to this section, provide including such employees who are absent due to each Employee who remains employed by the Company vacation, furlough, family leave, short-term disability or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to approved leave of absence (each such employee, an “Inactive Purchased Asset Business Employee”); provided, that any offer of employment to an Inactive Purchased Asset Business Employee immediately prior shall be effective as of the day on which such employee returns to active employment following the Closing Date; provided, howeverfurther, that nothing herein such offer shall preclude be contingent on return to active employment occurring within three months following the OpCo BuyerClosing Date. Section 3.14(c) of the Disclosure Schedules shall be updated by Carlisle Industrial and delivered to CMBF no later than 15 Business Days prior to the Closing Date (and, for the Companyavoidance of doubt, any such update shall only modify the scope of the Purchased Asset Business Employees to the extent permitted in compliance with Section 5.1). The Sellers shall cooperate with CMBF and its Affiliates to facilitate such offers and shall use commercially reasonable efforts to cause all Purchased Asset Business Employees who receive offers to timely accept such offers. The Sellers shall, and shall cause each of the Group Companies to, unless otherwise requested by the Buyers, cause all active employees of the Sellers set forth on Schedule 5.8(a) (“Other Acquired Business Employees”), to become employed by one of the Group Companies via a professional employer organization prior to the Closing and be Group Company Subsidiary, or any Business Employees as of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, furtherthat to the extent any Other Acquired Business Employee is absent due to vacation, that furlough, family leave, short-term disability or other approved leave of absence on the OpCo Buyer date hereof (each such employee, an “Inactive Other Acquired Business Employee”), the Sellers shall not, and shall cause each of the Group Companies not to, cause such Inactive Other Acquired Business Employees to become employed by one of the Group Companies via a professional employer organization unless and until such employee returns to active employment and, in the event such employee does not so return prior to the Closing Date, CMBF shall, or shall cause the Company and each Company Subsidiary an Affiliate of CMBF to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement offer employment (either directly or other agreement applicable via a professional employer organization) to such Employees, but in each case only employee as if an Inactive Purchased Asset Business Employee (solely to the extent listed such offer would have been required by the first sentence of this Section 5.8(a)). Without limiting any obligations in Section 3.16(a) 5.1, any Contract entered into by any of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers Group Companies with a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately professional employer organization prior to the Closing shall be subject to review and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment approval by the Company Buyers (not to be unreasonably withheld, conditioned or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicabledelayed), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after Following the Closing until (i) December 31Effective Time, 2019 if Parent shall give each employee of Parent or the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary Surviving Corporation who shall have been an employee of the Closing, the OpCo Buyer shall, or shall cause the a Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; providedEffective Time (“Continuing Employees”) full credit for prior service with the Company for purposes of (a) eligibility under any Parent Employee Plans and (b) determination of benefit levels under any Parent Employee Plan or policy relating to vacation or severance, howeverin each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, that nothing herein but not where such credit would result in a duplication of benefits. In addition, Parent shall preclude waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the OpCo Buyersame extent such limitations are waived under any comparable plan of a Company and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the Companyterm “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any Company Subsidiary“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation and all unexpired severance agreements, for the benefit of, or relating to, any current or former employee of Parent or any of their respective Affiliatesits Subsidiaries. Following the Effective Time, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or Parent shall cause the Company and each Company Subsidiary to, continue use its commercially reasonable efforts to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such periodprovide, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) to those employees of the Company who continue to be employed by the Company or following the applicable Company Subsidiary for “cause” (Closing, health benefits on terms generally as defined under favorable to such employees as currently provided by the Buyer Severance Plan or Company Severance Plan, Company’s health plan as applicable), or in effect as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements date of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planthis Agreement.

Employee Matters. (a) From During the period commencing at the Closing and ending on the date which is six (6) months from the Closing (or if earlier, the date of the employee’s termination of employment with any Heartland Company), Buyer shall and shall cause the Heartland Companies to provide (or cause their Affiliates to provide) each employee who remains employed immediately after the Closing until (i“Heartland Company Continuing Employee”) December 31with employee benefit plans, 2019 if agreements and arrangements and customary programs and policies for the Closing occurs on benefit of each Heartland Company Continuing Employee that are, in the aggregate, reasonably comparable to those plans, agreements, programs and policies that are in effect with respect to such Heartland Company Continuing Employees immediately prior to the Closing, or before June 30, 2019 or that are provided to similarly situated employees of Buyer as they may be in effect from time to time (ii“Buyer Plans”). (b) otherwise, the nine (9) month anniversary With respect to any Buyer Plans in which any Heartland Company Continuing Employees will participate effective as of the Closing, the OpCo Buyer shall, or shall cause the Heartland Companies to, recognize all service of the Heartland Company or any Company SubsidiaryContinuing Employees with the Heartland Companies, as applicable tothe case may be as if such service were with Buyer, provide for vesting and eligibility purposes in any Buyer Plan in which such Heartland Company Continuing Employees may be eligible to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, or (y) such service was not recognized under the corresponding Benefit Plan. (c) This Section 6.08 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing herein in this Section 6.08, express or implied, shall preclude confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.08. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the OpCo Buyerterms set forth in this Section 6.08 shall not create any right in any employee or any other Person to any continued employment with the Heartland Companies, the Company, any Company Subsidiary, Buyer or any of their respective Affiliates, from terminating the employment Affiliates or compensation or benefits of any employee nature or kind whatsoever. Nothing contained in this Section 6.08 or any other provision of this Agreement, express or implied, will be construed to interfere with or restrict in any way the rights of Buyer, which rights are hereby expressly reserved, to discharge or terminate the services of any Heartland Company Continuing Employee at any time on for any reason whatsoever, with or after the Closing; and provided, further, that the OpCo Buyer shallwithout cause, or shall cause create a contract of employment with, or for the Company and each Company Subsidiary tobenefit of, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of employee, or change any collective bargaining agreement or other agreement applicable to such Employeesemployee’s status as an employee at will, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if Within a reasonable period of time (but not less than seven (7) calendar days) prior to the Closing occurs Date, Purchaser shall make an offer of employment to each current employee of Seller or its Affiliates (other than those employees set forth on or before June 30, 2019 or (iiSchedule 5.6(a) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, Seller Disclosure Letter that Seller will provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are Purchaser not less favorable than thirty (30) calendar days following the execution of this Agreement, which Schedule shall be subject to the mutual agreement of Purchaser and Seller as set forth below) who performs services primarily for the Target Companies commencing as of the Closing Date in the aggregate than the base salary, annual cash bonus opportunity, same job function and other employee benefits made available to each such Employee location as in effect immediately prior to the Closing Date, and on the terms and conditions set forth below, and (ii) upon the Closing Date, Purchaser will continue to employ, at will (unless otherwise specified by contract), all persons who, as of the Closing Date, are employees of the Target Companies, including employees not actively at work due to injury, vacation, military duty, disability or other leave of absence, in each case as of the Closing Date (the employees listed in (i) and (ii) above, collectively, the "Company Employees"). For at least one (1) year following the Closing Date, and assuming continued employment during such period, Purchaser shall provide or cause to be provided to the Company Employees during their continued employment (i) the same salary or wage level and (ii) benefits that are substantially comparable in the aggregate to the benefits provided to similarly situated employees of Purchaser; provided, however, that nothing herein the aggregate of the base pay, incentive opportunity and benefits provided by Purchaser to each Company Employee during such one (1) year period (or such shorter period during which such Company Employee remains employed) shall preclude not be less than 70% of the OpCo Buyeraggregate of the base pay, incentive opportunity and benefits provided to such Company Employee by Seller or its Affiliates immediately prior to the Company, Closing Date. Nothing in this Agreement shall require Purchaser to retain any Company SubsidiaryEmployee for any period of time after the Closing Date and, or any subject to the requirements of their respective Affiliatesapplicable law, from terminating Purchaser reserves the employment of any employee right, at any time on or after the Closing; and providedClosing Date, furtherto terminate such employment and, that except as expressly stated in this Agreement, to amend, modify or terminate any term or condition of employment including, without limitation, any employee benefit plan, program, policy, practice or arrangement or the OpCo Buyer shall, compensation or shall cause working conditions of the Company and each Company Subsidiary toEmployees. Purchaser shall provide Seller with written notice of Purchaser's objections, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employeesif any, but in each case only to the extent listed employees included on Schedule 5.6(a) of the Seller Disclosure Letter within fifteen (15) calendar days after delivery of such Schedule, after which Seller and Purchaser agree to work together, in Section 3.16(agood faith, to reach a mutually agreeable list of employees included on Schedule 5.6(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) Prior to the Closing Date and at a time chosen in consultation with Seller, Purchaser shall offer employment on an at-will basis to the Business Employees, effective on the day following the Closing Date (or with respect to any employee on maternity leave, short-term disability leave, long-term disability leave (subject to Section 6.09(i)) military leave or another approved leave of absence, effective as of the date such employee is able to commence active employment with Purchaser; provided that such date is within 12 months of the Closing Date) in a comparable position, at the same location, at no less favorable base salary and annual bonus opportunities to each Business Employee. From and after the Closing date hereof until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallSeller shall (i) assist Purchaser in making such offers and (ii) not solicit any Business Employee or otherwise hire any Business Employee. Each Business Employee who becomes employed by Purchaser pursuant to this Section 6.09 shall be referred to herein as an “Acquired Employee” provided that with respect to any Business Employee who is currently on maternity leave, short-term disability leave, military leave, long-term disability leave, or shall cause the Company another approved leave of absence, such individual will not be deemed to accept such general offer of employment and will not become an Acquired Employee unless such individual commences active employment with Purchaser or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to its Affiliates within 12-months following the Closing Date, or, in the case of military leave, within the applicable period for leave provided by the Uniformed Services Employment and Reemployment Rights Acts (USERRA); provided, however, that nothing herein Purchaser shall preclude reimburse Seller for the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable compensation paid by Seller to such Employees, but in each case only Acquired Employee (other than with regard to the extent listed in Section 3.16(along-term disability leave) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior subsequent to the Closing Date. Purchaser shall afford Seller a reasonable opportunity to review and listed approve in Section 3.15(a) advance the form and content of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant offer letter to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination be used by Purchaser to communicate offers of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of any such Employee’s employment approval not to be unreasonably withheld by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicableSeller), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after For a period of one year following the Closing until (i) December 31Date, 2019 if Buyer shall provide individuals who, as of the Closing occurs on Date, are employees of the Company or before June 30any of the Company Subsidiaries, 2019 with compensation and benefits that are substantially similar in the aggregate to the compensation and benefits provided by the Buyer and its Affiliates to similarly situated employees of Buyer and its Affiliates; provided, that no equity-based compensation, defined benefit plan, retention or (ii) otherwisesale bonuses or severance shall be taken into account for purposes of determining similarity of benefits hereunder; provided, further, that nothing contained in this Section 4.08 shall limit Buyer’s right to terminate the employment of any employee under such employee benefit plans or arrangements following the Closing Date. Notwithstanding the foregoing, Buyer shall maintain for a period of no less than six months following the Closing Date the Insight Communications Company, Inc. Executive Severance Pay Plan, the nine Insight Communications Company, Inc. Severance Pay Plan for Management and Non-Management Exempt Employees and the Insight Communications Company, Inc. Severance Pay Plan for Non-Exempt Employees, as in effect on the date hereof (9) month anniversary of the Closing, the OpCo “Insight Severance Plans”). Buyer shall, or and shall cause the Company or any Company Subsidiary, as applicable to, provide treat, and cause the applicable benefit plans (other than any equity compensation plan, defined benefit pension plan or retiree medical plan (to each Employee who remains the extent permitted by applicable Law)) to treat, the service of Business Employees that are employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo BuyerCompany, the Company, any Company Subsidiary, Buyer or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and providedclosing, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide Subsidiaries (or their predecessor entities) attributable to each Employee who suffers a termination of employment during such any period under before the circumstances establishing such Employee’s severance eligibility pursuant Effective Time as service rendered to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Planparticipate, the OpCo Buyer shallvesting and for other appropriate benefits, including applicability of minimum waiting periods for participation. Nothing contained herein, express or shall cause implied, is intended to confer upon any employee of the Company or any of the applicable Company Subsidiary toCompany’s Subsidiaries any right to continued employment for any period, recognize nor shall it constitute an amendment to or any other modification of any Employee Plan or Compensation Arrangement. This Section 4.08 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the following termination parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with any employee or to otherwise create any third party beneficiary hereunder, or to be interpreted as an “eligible termination” amendment to any Plan of Buyer or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning any Affiliate of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanBuyer.

Employee Matters. (a) From and after For a period of one (1) year following the Closing until Effective Time (i) December 31or, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseearlier, the nine (9) month anniversary date of the Closingapplicable employee’s termination of employment), the OpCo Buyer shallCousins shall provide, or shall cause the Company or any Company Subsidiaryto be provided, as applicable to, provide to each Employee employee of Parkway and its Subsidiaries who remains is employed by Cousins or its Subsidiaries as of the Company or any Company Subsidiary with a base salaryEffective Time (the “Continuing Employees”), annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than (i) at least the base salary, annual cash bonus opportunity, and other employee benefits made available compensation provided to each such Continuing Employee immediately prior to the Closing DateEffective Time; provided(ii) an annual bonus opportunity that is no less favorable than is provided to a similarly situated employee of Cousins or its Subsidiaries; (iii) long-term incentive award opportunities, howeverwhether cash or equity, that nothing herein shall preclude are no less favorable than are provided to a similarly situated employee of Cousins or its Subsidiaries; (iv) severance benefits that are no less favorable, in the OpCo Buyeraggregate, than the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, severance benefits that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable would have been provided to such Employees, but in each case only Continuing Employee pursuant to the extent listed terms, as in effect on the date hereof, of the severance pay policies and arrangements set forth on Section 3.16(a5.6(a) of the Seller Parkway Disclosure Letter. Further; and (v) other compensation and employee benefits (excluding, for this purpose, the OpCo Buyer shallcompensation contemplated by clauses (i)-(iv) above and defined benefit pension plans, post-retirement medical and welfare plans, and retention change in control or shall cause similar plans, policies or agreements) that are substantially comparable in the Company aggregate to those provided to a similarly situated employee of Cousins or its Subsidiaries, provided that, for purposes of this clause (v), the applicable Company Subsidiary to, provide employee benefits generally provided to each Employee who suffers a termination employees of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect Parkway and its Subsidiaries as of immediately prior to the Closing and listed Effective Time shall be deemed to be substantially comparable in the aggregate to those provided to a similarly situated employee of Cousins or its Subsidiaries, it being understood that the Continuing Employees may commence participation in the “employee benefit plans,” as defined in Section 3.15(a3(3) of the Seller Disclosure Letter ERISA (each, a “Company Severance Plan”whether or not subject to ERISA), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes maintained by Cousins or any of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Planits Subsidiaries (collectively, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment “New Plans”) at such times as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment are determined by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanCousins.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall Seller will cause the Company or any Company Subsidiaryto furnish to Purchaser an updated employee list, containing all the information as required by Section 3.21(a), as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with of a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate date no more than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately fifteen Business Days prior to the Closing Date; provided. Purchaser shall use commercially reasonable efforts to continue the employment of the employees of the Company who can be accommodated and who meet the normal employment eligibility requirements that Purchaser enforces with respect to its employees. Any continuation of employment of the employees of the Company shall be on such terms and conditions as Purchaser in its sole discretion determines to be appropriate, howeverand without guarantee that any such employee shall receive an offer of employment for the same or similar position that he currently holds, or for the wages and benefits that nothing herein he currently receives. It is understood and agreed that any continued employment by an employee of the Company is “at will” and may be terminated by Purchaser at any time for any reason (subject to any written commitments to the contrary made by Purchaser and applicable Laws). Nothing in this Agreement shall preclude be deemed to prevent or restrict in any way the OpCo Buyer, right of Purchaser or the Company, any Company Subsidiarypost-closing, to terminate, reassign, promote or demote any of their respective Affiliatesthe continued employees after the Closing or to change adversely or favorably the title, from terminating the powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any employee at any time on or after such employees. Seller shall amend the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(aMetropolitan Health Networks 401(k) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately effective prior to the Closing and listed in Section 3.15(a) of Date, to provide that the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits Company's employees no less favorable than those provided longer shall be eligible to participate in such applicable Company Severance Planretirement plan from and after the Effective Time. During such period, for purposes of establishing an Employee’s severance eligibility pursuant Prior to the Buyer Severance Closing Date, Seller shall furnish to Purchaser a copy of such amendment to the Metropolitan Health Networks 401(k) Plan, the OpCo Buyer shall, or shall cause along with appropriate resolutions of Seller and the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance authorizing and adopting such amendment. Purchaser agrees that the Company finds warrants providing pay or benefits” (each within employees whose employment continues from and after the meaning of Effective Time shall be eligible to participate in the Buyer Severance Plan): an involuntary termination of such Employee’s employment by Humana Retirement and Savings Plan from and after the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the ClosingEffective Time, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant subject to the terms and conditions of such retirement plan. The Humana Retirement and Savings Plan, however, will not accept any direct transfer or direct rollover of account balances from the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Metropolitan Health Networks 401(k) Plan.

Employee Matters. (a) From and after As of the Closing until (i) December 31Date, 2019 if the Surviving Corporation or one of its Subsidiaries will continue to employ the employees of the Company and its Subsidiaries as of the Effective Time. For a period of not less than twelve months following the Closing occurs on or before June 30(or, 2019 or (ii) otherwiseif sooner, until the nine (9) month anniversary date of termination of employment of the Closingrelevant Continuing Employee), the OpCo Buyer shall, or Parent shall cause provide each employee of the Company or any Company Subsidiary, as applicable to, provide to each Employee its Subsidiaries who remains is employed by the Company or its Subsidiaries immediately before the Closing Date and who continues employment with Parent, the Surviving Corporation or any Company Subsidiary of Parent or the Surviving Corporation immediately following the Closing Date (each a “Continuing Employee”) with a (i) base salarysalary or base hourly rate in an amount at least equal to the level that was provided to each such Continuing Employee prior to the Closing Date and (ii) target incentive compensation (including commissions) in an amount at least equal to the aggregate target cash incentive opportunities that were provided to each such Continuing Employee prior to the Closing Date. Until December 31, annual cash bonus opportunity2022 (or, and other if sooner, until the date of termination of employment of the relevant Continuing Employee), Parent shall provide each Continuing Employee with employee benefits (other than equity awards, defined benefit pension, post-employment welfare and non-qualified deferred compensation or benefits) that are not less at least as favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to those provided to each such Continuing Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause Date under the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(aEmployee Plans set forth on Schedule 4.16(a) of the Seller Company Disclosure LetterSchedule. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such periodIn addition, for purposes a period of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by Parent shall cause the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance PlanSurviving Corporation and its respective Subsidiaries to assume and honor, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding Company’s severance guidelines set forth in Section 6.07(a) of the foregoing, Company Disclosure Schedule and provide the severance payments and benefits required thereunder to any eligible Continuing Employee who becomes eligible to receive severance benefits whose employment is terminated under the Buyer Severance Plan shall be required circumstances described therein prior to satisfy all other conditions and eligibility requirements the 12-month anniversary of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing.

Employee Matters. The Merger Agreement provides that until the first anniversary of the Effective Time (athe “Benefits Continuation Period”), Parent shall, and shall cause the Surviving Corporation and its affiliates to, provide, for those employees of O’Charley’s and its subsidiaries who continue as employees of the Surviving Corporation or any of its affiliates during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), compensation (including base salary, bonus and other incentive compensation opportunities) From and after employee benefits (excluding severance) that in the Closing until aggregate with respect to each Continuing Employee shall not be any less favorable than the compensation and employee benefits provided by, (i) December 31in the case of salaried Continuing Employees, 2019 if the Closing occurs on or before June 30Parent to similarly situated employees of Parent and its subsidiaries and, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than case of hourly Continuing Employees, O’Charley’s or the base salary, annual cash bonus opportunity, and other employee benefits made available applicable subsidiary of O’Charley’s to each such that Continuing Employee immediately prior to the Closing Date; providedAcceptance Time. Subject to certain limitations, howeverParent also agreed to, that nothing herein shall preclude and to cause the OpCo BuyerSurviving Corporation and its affiliates to, (i) waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements in any replacement or successor welfare benefit plan of Parent or the Company, any Company Subsidiary, Surviving Corporation or any of their respective Affiliates, from terminating its affiliates that a Continuing Employee is eligible to participate in following the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Effective Time to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shallthose exclusions or waiting periods were inapplicable to, or shall cause the Company or the applicable Company Subsidiary tohad been satisfied by, provide to each that Continuing Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed Effective Time under the analogous O’Charley’s benefit plan in Section 3.15(aTable of Contents which that Continuing Employee participated, (ii) of the Seller Disclosure Letter (each, a “Company Severance Plan”), provide each Continuing Employee with severance credit for any co-payments and benefits no less favorable than those provided deductibles paid prior to the Effective Time (to the same extent that credit was given under the analogous O’Charley’s benefit plan prior to the Effective Time) in such satisfying any applicable Company Severance Plan. During such period, deductible or out-of-pocket requirements and (iii) recognize service prior to the Effective Time with O’Charley’s or any of its subsidiaries for purposes of establishing an Employee’s severance eligibility pursuant to participate, vesting, determination of level of benefits and benefits accrual to the Buyer Severance Plansame extent that service was recognized by O’Charley’s or any of its subsidiaries under the analogous O’Charley’s benefit plan in which that Continuing Employee participated immediately prior to the Effective Time. Notwithstanding any other provision of the Merger Agreement to the contrary, the OpCo Buyer shallParent has agreed to, or shall and to cause the Company or the applicable Company Subsidiary Surviving Corporation and any of its affiliates to, recognize provide certain specified Continuing Employees whose employment terminates during the following termination of employment as an “eligible termination” or a “circumstance that Benefits Continuation Period with retention benefits at levels no less than the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment levels agreed to by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planparties.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(aSchedule 4.18(a) of the Seller Disclosure Letter---------------- ---------------- Memorandum lists each material employee benefit plan, arrangement, policy or program that any of the Company and its Subsidiaries maintains or to which any of the Company and its Subsidiaries contributes other than severance and retention plans relating to the transactions contemplated by this Agreement and set forth on Schedule 7.07 of the Seller Disclosure Memorandum (collectively, ------------- the "Company's Plans"), including each material employee benefit plan within the --------------- meaning of Section 3(3) of ERISA. FurtherNone of the Company nor any of its Subsidiaries has any obligation to contribute to, or has any liability or contingent liability with respect to, any "multiemployer plan" (within the meaning of Section 3(37) of ERISA). The value, determined on a termination basis using the actuarial assumptions stated in the plan, of all accrued and ancillary benefits (whether or not vested) under each Company's Plan that is a defined benefit plan (within the meaning of Section 414(j) of the Code) did not exceed, as of the most recent valuation date, and will not exceed as of the Closing Date, the OpCo Buyer shallthen current fair market value of the assets of the plan. No amount is due or owing to the Pension Benefit Guaranty Corporation (other than a liability for premiums under Section 4007 of ERISA). There are no investigations, proceedings or shall cause lawsuits, either currently in progress or expected to be instituted in the Company future, relating to any Company's Plan, by any administrative agency, whether local, state or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period federal. There are no pending or threatened lawsuits or other claims (other than routine claims for benefits under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance plan and qualified domestic relations orders) against or involving any Company's Plan, or any applicable individual employment, severance or separation agreement in effect as Fiduciary of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter such plan (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of Section 3(21)(A) of ERISA) brought on behalf of any participant, beneficiary or Fiduciary thereunder, nor is there any reasonable basis for any such claim. None of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by persons performing services for the Company or any of its Subsidiaries have been improperly classified as independent contractors, leased employees or as being exempt from the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, payment of wages for overtime other than such improper classifications which in the aggregate would not reasonably be expected to have a termination (i) Company Material Adverse Effect. To the extent applicable, the Company has furnished or made available to Purchaser copies of each Company's Plan and any summary plan description relating thereto, a copy of the most recent determination letter issued by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance IRS with respect to each Company's Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under and the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planmost recent Form 5500.

Employee Matters. (a) From The General Partner has no employees. The ---------------- Limited Partnership and after the Closing until (i) December 31General Partner are in compliance in all material respects with all currently applicable laws and regulations respecting employment, 2019 if discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. There are no pending claims against the Closing occurs on Limited Partnership or before June 30, 2019 the General Partner under any workers compensation plan or (ii) otherwise, policy or for long term disability. Neither the nine (9) month anniversary of Limited Partnership nor the Closing, the OpCo Buyer shall, or shall cause the Company General Partner has any material obligations under COBRA or any Company Subsidiarysimilar state law with respect to any former employees or qualifying beneficiaries thereunder. There are no controversies pending or, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; providedLimited Partnership's knowledge, howeverthreatened, that nothing herein shall preclude between the OpCo Buyer, Limited Partnership or the Company, any Company Subsidiary, or General Partner and any of their respective Affiliates, from terminating employees or former employees. Neither the employment of any employee at any time on or after Limited Partnership nor the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue General Partner is a party to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement labor unions contract nor does the Limited Partnership nor the General Partner know of any activities or proceedings of any labor union or organize any such employees. To the extent applicable to such Employeesthe transactions contemplated by this Agreement, but the Limited Partnership and the General Partner have not incurred any liability under, and have complied in each case only all respects with, the Worker Adjustment Retraining Notification Act (the "WARN Act"), and no fact -------- or event exists that could give rise to liability under the extent listed in WARN Act. Section 3.16(a) 4.18 of the Seller Partnership Disclosure Letter. FurtherSchedule contains a list of all employees who are currently on a leave of absence (whether paid or unpaid), the OpCo Buyer shallreasons therefor, the expected return date, and whether reemployment of such employee is guaranteed by contract or statute, and a list of all employees who have requested a leave of absence to commence at any time after the date of this Agreement, the reason therefor, the expected length of such leave, and whether reemployment of such employee is guaranteed by contract or statute. Any severance payments (other than any payments to be made to Xxxxxxx Xxxxxxx or Xxxxxxx Xxxx pursuant to those certain Termination Agreements as of even date herewith) payable to any employee of the Limited Partnership not offered employment by Purchaser or Parent shall cause be paid at or prior to Closing by the Company Limited Partnership from the Partnership Cash Distribution, and neither the Purchaser, Parent or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect Limited Partnership as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment operated by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan Purchaser after Closing shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any liable for such severance benefits under the Buyer Severance Planpayments.

Employee Matters. (ai) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseEffective Time, the nine Surviving Corporation shall honor all Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time (9without giving effect to any amendments thereto after the Effective Time except if consented to by the affected party). Notwithstanding any other provision of this Agreement to the contrary, (A) month anniversary the Surviving Corporation shall provide each current and former employee of the Closing, Company and its Subsidiaries other than such employees covered by collective bargaining agreements (“Company Employees”) whose employment terminates during the OpCo Buyer shall, or shall cause one-year period following the Company or any Company Subsidiary, Effective Time with severance benefits at the levels and pursuant to the terms of the Company’s severance plans and policies as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee effect immediately prior to the Closing DateEffective Time (it being understood that Company Employees whose severance benefits are otherwise addressed in Section 5.5(b)(iv) of the Company Disclosure Schedule will be governed thereby), and (B) during such one-year period following the Effective Time, severance benefits offered to Company Employees shall be determined without taking into account any reduction after the Effective Time in compensation paid to Company Employees. Except as provided in the last sentence of this Section 5.5(b)(i) or in Section 5.5(b)(iv) or (v), nothing contained in this Agreement shall be construed as requiring the Surviving Corporation to establish, maintain or continue any specific plans. Furthermore, except as provided in the last sentence of this Section 5.5(b)(i) or in Section 5.5(b)(iv) or (v), no provision of this Agreement shall be construed as prohibiting or limiting the ability of the Surviving Corporation to amend, modify or terminate, any plans, programs, policies, arrangements, agreements or understandings of the Surviving Corporation or the Company. Without limiting the scope of Section 8.10, nothing herein shall confer any rights or remedies of any kind or description upon any current or former employee of the Company and its Subsidiaries or any other Person other than the ESOP, the Company and their respective successors and assigns; provided, however, that nothing herein the last sentence of this Section 5.5(b)(i) shall preclude be enforceable by and on behalf of the OpCo Buyer, beneficiaries of the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Transitional Compensation Plan, or any applicable individual employment, severance or separation agreement as in effect as of immediately prior to the Closing and listed in Section 3.15(a) of date hereof (the Seller Disclosure Letter (each, a “Company Severance Transitional Compensation Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plantheir respective successors and assigns. During such period, for purposes of establishing an Employee’s severance eligibility pursuant Notwithstanding anything to the Buyer Severance contrary contained in this Agreement, the Surviving Corporation shall honor, fulfill and discharge the Company’s obligations under the Transitional Compensation Plan, the OpCo Buyer shall, without any amendment or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance change that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination is adverse to any beneficiary of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Transitional Compensation Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of Immediately following the Closing, the OpCo Buyer shall, or and shall cause the Company or any Company Subsidiary, as applicable its Subsidiaries to, provide to each Employee those individuals who remains are employed by the Company or the Company Subsidiaries immediately prior to the Closing (the “Company Employees”) (i) for a period of at least one (1) year following the Closing, (A) base compensation that is no less favorable to each Company Employee, than the base compensation provided to such Company Employee by the Company immediately prior to the Closing and (B) incentive compensation opportunities (exclusive of any Company Subsidiary with a base salaryequity-based compensation, annual cash bonus opportunityincluding, and other employee benefits without limitation, participation in the ESOP) that are not no less favorable in the aggregate than the base salarydiscretionary bonus payments received by Company Employees under the Company’s discretionary incentive compensation programs and arrangements in respect of the completed fiscal year immediately preceding the Closing; and (ii) for a period ending on December 31, annual cash bonus opportunity2020, retirement, welfare and other employee benefits made available that are substantially comparable in the aggregate to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause those provided by the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but Company Employees in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect aggregate as of immediately prior to the Closing (excluding for all purposes of this Section 8.05(a) ESOP participation), provided that, in the event that any Company Employee voluntarily applies for and listed in Section 3.15(ais selected for a position with Parent or one of its Subsidiaries (other than the Company or any Company Subsidiary) of the Seller Disclosure Letter (each, a “New Employing Entity”) during the period ending on December 31, 2020, then such Company Severance Employee shall instead be entitled to receive retirement, welfare and other employee benefits that are substantially comparable in the aggregate to those provided to similarly situated employees of the New Employing Entity. Notwithstanding anything herein to the contrary, the Buyer agrees to pay, or cause to be paid, to Company Employees annual cash incentive bonuses in respect of the fiscal year in which the Closing occurs in the ordinary course of the Company’s business consistent with past practice, upon the same timetable, and in an aggregate amount of all such bonuses of no less than the Company’s budgeted target amount for such bonuses in respect of such fiscal year, as set forth on Schedule 8.05(a) of the Company Disclosure Letter. Such compensation and employee benefits may be provided through the Buyer’s continuation of one or more of the Company Benefit Plans, through the admission of the Company Employees to any one or more employee benefit policies, plans or programs maintained by the Buyer or its Affiliates from time to time (each, a “Buyer Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or through a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning combination of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Planforegoing alternatives, as applicable), or as a result of such Employeedetermined in the Buyer’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plansole and absolute discretion. Notwithstanding Without limiting the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required agrees not to satisfy all other conditions engage in any acts following the Closing that violate the federal Worker Adjustment and eligibility requirements Retraining Notification Act of the Buyer Severance Plan 1988 (“WARN Act”) and may result in order to receive any severance benefits under the Buyer Severance Planpotential liability thereunder.

Employee Matters. Parent has agreed that it will, or will cause the Surviving Corporation to, assume, honor and fulfill all Xxxxxxxxx benefit plans in accordance with their terms and, for a period of one year following the Effective Time, it will provide or cause the Surviving Corporation to provide, to each employee of Xxxxxxxxx or its subsidiaries who continues to be employed by Parent or any of its subsidiaries (a) From and after the Closing until each, a “Continuing Employee”): (i) December 31annual base salaries or wage levels and annual target cash incentive opportunities (and in respect of which, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwisefor Xxxxxxxxx’x fiscal year ending in 2016, the nine (9applicable performance metrics will be adjusted reasonably and in good faith to reflect the fact that Xxxxxxxxx will cease to be a publicly traded entity) month anniversary of the Closingwhich, the OpCo Buyer shallin each case, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior those provided to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; Continuing Employees by Xxxxxxxxx and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect subsidiaries as of immediately prior to the Closing Effective Time; (ii) equity-incentive compensation opportunities that, in each case, are no less favorable than those provided to similarly situated employees of Parent and listed its subsidiaries; and (iii) all other compensation and employee benefits that are, in the aggregate, no less favorable Table of Contents than those provided to employees of Parent and its subsidiaries. In addition, Parent will, and will cause the Surviving Corporation to, provide any Continuing Employee who experiences a termination of employment under circumstances that would have entitled such Continuing Employee to severance benefits under either the severance plan or policy of Xxxxxxxxx and its subsidiaries applicable to such Continuing Employee immediately prior to the Effective Time or a severance plan or policy of Parent and its subsidiaries applicable to similarly situated employees of Parent and its subsidiaries at the time of such termination, with severance benefits at a level at least equal to the greater of those that would have been provided under either such severance plan or policy. For all purposes under the employee benefit plans of Parent and its subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”), Parent has agreed to ensure that each Continuing Employee will be credited with his or her years of service with Xxxxxxxxx and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Xxxxxxxxx benefit plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits, (ii) with respect to benefit accruals under a defined benefit pension plan or retiree welfare benefit plan, or (iii) with respect to any newly established New Plan for which prior service is not taken into account for employees of Parent or any of its affiliates. In addition, (x) each Continuing Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Xxxxxxxxx benefit plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (y) for purposes of each New Plan providing welfare benefits (including medical, dental, pharmaceutical and/or vision benefits) to any Continuing Employee, Parent will use its commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Xxxxxxxxx or its subsidiaries in which such employee participated immediately prior to the Effective Time, and Parent will use its commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance 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 New Plan. Prior to the date on which Xxxxxxxxx becomes an ERISA affiliate of Parent, but not earlier than ten business days prior to that date, Xxxxxxxxx will terminate any Xxxxxxxxx benefit plan intended to be qualified under Section 3.15(a401(a) of the Seller Disclosure Letter Code that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code effective as of no later than the day immediately prior to the date on which Xxxxxxxxx becomes an ERISA affiliate of Parent, with such termination subject to so becoming an ERISA affiliate. Parent will use commercially reasonable efforts to cause a New Plan that is qualified under Section 401(a) of the Code to promptly accept rollovers of account balances from such 401(k) Plan, inclusive of any outstanding loan balances thereunder and related promissory notes of Xxxxxxxxx employees. Each cash-based long-term award (each, a “Company Severance PlanLTIP Award”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant ) listed on a schedule to the Buyer Severance PlanMerger Agreement that is outstanding immediately prior to the Effective Time will become fully vested as of the Effective Time and will be settled within five calendar days following the Effective Time. If a Company LTIP Award is subject to performance periods that are ongoing as of the Effective Time, performance conditions will be deemed satisfied at the OpCo Buyer shall, greater of target and actual performance (as determined by Xxxxxxxxx’x board of directors) as of immediately prior to the Effective Time. The parties have agreed that Xxxxxxxxx may establish a cash-based retention program in the aggregate amount of $15 million to promote retention and to incentivize efforts to consummate the closing with any such payments to be paid immediately prior to the Effective Time or shall cause the Company or the applicable Company Subsidiary to, recognize the following upon an earlier qualifying termination of employment employment. Table of Contents Amounts under such retention program will be allocated among the employees of Xxxxxxxxx and its subsidiaries identified, and in the amounts and on such other terms as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment determined, by the Company Chief Executive Officer of Xxxxxxxxx (or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicablehis designees), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs Effective on or before June 30, 2019 or (ii) otherwise, prior to the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately last payroll period prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating Seller shall cause the employment of any employee at any time each individual listed on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a7.6(a) of the Seller Disclosure Letter (eachto the extent still then employed by the Seller or any of its Subsidiaries other than the Subject Companies) to be transferred to a Subject Company, provided, however, that the Parties may mutually agree, upon prior written consent, to transfer any other employee to the Subject Companies from the Seller or from the Subject Companies to the Seller during the period beginning on the date hereof and ending on the Closing Date (each such individual and each Business Employee who as of the Closing Date are employed by a Subject Company, collectively, the “Company Severance PlanContinuing Employees”). For a period beginning immediately after the Closing Date and ending on March 31, 2010, and subject to the remaining paragraphs of this Section 7.6 and the individual’s continued employment with severance payments Purchaser or its Affiliates, Purchaser shall cause each Continuing Employee to be provided with base salary or base wages and benefits target annual cash bonus opportunity no less favorable than those provided in such the base salary or base wages and target annual cash bonus opportunity applicable Company Severance Planto the Continuing Employee as of the Closing Date. During such periodIn addition, for purposes of establishing an Employee’s severance eligibility pursuant a period beginning immediately after the Closing Date and ending on December 31, 2009, and subject to the Buyer Severance Planremaining paragraphs of this Section 7.6 and the individual’s continued employment with the Purchaser or its Affiliates, the OpCo Buyer shallPurchaser shall cause each Continuing Employee to be provided with other employee benefits (but specifically excluding defined benefit plan benefits, retiree medical benefits, equity based compensation, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Power of One Incentive Plan pursuant (or “Power Bucks” benefits) substantially similar in the aggregate to those employee benefits currently provided to a Continuing Employee immediately prior to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing.

Employee Matters. For all purposes (aother than benefit accrual) From and after under the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary employee benefit plans of the Closing, the OpCo Buyer shall, Surviving Company or shall cause any Subsidiary (“Surviving Company Plans”) providing benefits to each employee of the Company or any Subsidiary who continues employment with the Surviving Company Subsidiaryor any Subsidiary (“Continuing Employee”) after the Closing Date, except as would result in a duplication of benefits, each Continuing Employee shall be credited with all years of service for which such Continuing Employee was credited before the Closing Date under any similar Company Plans. In addition, no pre-existing condition limitation or exclusion that would not have been applicable tounder the Company Plans shall apply to participation and coverage for the Continuing Employees, provide and any amounts previously expended by Continuing Employees and their covered dependents for the current plan year for purposes of satisfying out-of-pocket requirements, deductibles and co-payments under the Company Plans that are group health plans shall be credited for purposes of satisfying out-of-pocket requirements, deductibles and co-payments, under any Surviving Company Plan that is a group health plan. With respect to each Employee employee who remains employed by has an employment agreement or personal service agreement with the Company or any Subsidiary of the Company, as disclosed on Schedule 5.2, Part (a) (each, an “Employment Agreement Employee”), Buyer shall cause the Surviving Company Subsidiary to provide such Employment Agreement Employee the severance and termination benefits in accordance with a base salarythe terms of such Employment Agreement Employee’s employment agreement or personal services agreement, annual cash bonus opportunity, and other employee benefits that are not less favorable in as the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available case may be. With respect to each employee whose employment is terminated (other than by Buyer or the Surviving Company for Cause or due to death or disability of such Employee immediately prior to employee or voluntarily by such employee) on the Closing Date or within 12 months following the Closing Date; provided, howeverBuyer shall cause the Surviving Company to provide such employee the severance and termination benefits in accordance with the terms set forth in Schedule 5.2, Part (b), unless such employee is an Employment Agreement Employee who is entitled to severance and termination benefits in accordance with the terms of such employment agreement or personal services agreement, as the case may be. The Company and Buyer acknowledge and agree that all provisions contained in this Section 5.2 and in Sections 3.17 and 3.21 with respect to the Company’s employees are included for the sole benefit of Buyer and the Company, and that nothing herein in this Agreement, whether express or implied, shall preclude the OpCo Buyercreate any third party beneficiary or other rights (a) in any other Person, including any Continuing Employees, former employees of the Company, any participant in any Company Subsidiary, Plan or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Surviving Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance dependent or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disabilitybeneficiary thereof, or (iib) that would otherwise exclude such Employee from receiving severance benefits under to continued employment with the Buyer Severance Plan pursuant to Company, any Subsidiary, the terms Surviving Company or any Affiliate of the Buyer Severance PlanSurviving Company. Notwithstanding the foregoing, No provision of this Section 5.2 or Section 3.17 or Section 3.21 shall constitute an amendment to any Employee who becomes eligible to receive severance benefits under the Buyer Severance Company Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive or any severance benefits under the Buyer Severance Surviving Company Plan.

Employee Matters. (a) From and after For a period beginning on the Closing until Date and continuing thereafter for two years (i) December 31the “Continuation Period”), 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallParent shall provide, or shall cause the Company Surviving Corporation and its Subsidiaries to provide, Continuing Employees with (i) wage or any Company Subsidiary, as applicable to, provide base salary levels that are not less than those provided to each Employee who remains employed such Continuing Employees by the Company or any Company Subsidiary with a base salaryits Subsidiaries immediately prior to the Effective Time, and (ii) target annual cash bonus opportunityopportunities that are no less favorable than the target annual cash bonus opportunities provided to such Continuing Employees by the Company or its Subsidiaries immediately prior to the Effective Time. For the Continuation Period, Parent shall provide, or shall cause the Surviving Corporation and other its Subsidiaries to provide, each Continuing Employee with employee benefits that are not less at least as favorable (excluding, for the avoidance of doubt, (x) the value of any equity or other long-term incentive opportunities or (y) any retention or change in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available control compensation) to each those in effect for such Continuing Employee immediately prior to the Closing DateClosing; providedprovided that during the Continuation Period, howeverParent and the Surviving Corporation agree to keep in effect all severance plans, agreements, practices and policies that are applicable to Employees and set forth in Section 6.3(a) of the Company Disclosure Letter, and agree that each Continuing Employee shall, during the Continuation Period, be provided with severance benefits that are no less favorable than the severance benefits provided under such plans, agreements, practices and policies (or such greater benefits as are required after giving effect to the acknowledgment in Section 6.3(d)). Except as set forth in Section 6.3(a) of the Company Disclosure Letter or a CBA, nothing herein shall preclude be deemed to limit the OpCo Buyer, right of Parent or its Subsidiaries (including the Company, any Company Subsidiary, Surviving Corporation and its Subsidiaries) or any of their respective Affiliates, from terminating Affiliates to (A) terminate the employment of any employee Continuing Employee at any time on time, (B) change or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with modify the terms or conditions of employment for any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Continuing Employee to the extent listed such change is not inconsistent with the provisions of this Section 6.3 or (C) change or modify any Company Plan or other employee benefit plan or arrangement in accordance with its terms; provided that such change or modification does not otherwise violate the requirements of this Section 3.16(a6.3. For avoidance of doubt, nothing in this Section 6.3 shall be deemed to obligate Parent to provide non-qualified deferred compensation or defined benefit compensation (other than as required by Law) of in the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect same form as of immediately provided prior to the Closing and listed Date so long as the value thereof as in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant effect prior to the Buyer Severance Plan, Effective Time is replaced during the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, Continuation Period in some other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant manner to the terms of the Buyer Severance Planextent provided herein. Notwithstanding the foregoing, any Employee who becomes eligible the compensation and benefits treatment and terms and conditions of employment provided to receive severance benefits under the Buyer Severance Plan all non-union Continuing Employees in Canada shall be required at sufficient levels to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planavoid constructive dismissal.

Employee Matters. Each person who shall continue as an employee of Parent, the Acquisition Sub or the Company after the Closing shall, after the Closing, be an xx­xxxx employee of Parent, the Acquisition Sub or the Company to the extent permitted by applicable Law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the right to work in the United States as required by law. Following the Closing, each Continuing Employee shall be eligible to receive benefits (at Parent’s discretion) either: (a) From and after under the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, Employee Plans as applicable to, provide provided to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other such employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (iib) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant consistent with Parent’s employment policies (which have been previously disclosed to the terms Company) or (c) a combination of the Buyer Severance Planclauses (a) and (b). Notwithstanding the foregoingExcept with respect to paid time off benefits, any each Continuing Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan participate in a Parent benefit plan shall be required given credit, for the purpose of any service requirements for participation eligibility, or vesting, for his or her period of continuous coverage under comparable Company benefit plans prior to satisfy all other conditions the Closing to the extent permitted by Parent’s benefit programs and eligibility requirements consistent with Parent’s employee benefit plans. No Continuing Employee, or any or his or her eligible dependents, who, at the Closing, are participating in a Company group health plan and who becomes eligible for coverage in a Parent group health plan shall be excluded from such Parent group plan, or limited in coverage thereunder, by reason of any waiting period restriction or preexisting condition limitation to the extent permitted by Parent’s employee benefit plans and the insurance carrier or provider. The terms and provisions of this Section are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the Buyer Severance Plan parties to confer third­party beneficiary rights, and this Section does not confer any such rights upon any Continuing Employee. Nothing herein shall be construed to prohibit Parent from amending or terminating any Employee Plans in order to receive any severance benefits under accordance with the Buyer Severance Planterms thereof and with applicable Law.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary The employees of the ClosingCompany and each Subsidiary as of the Effective Date shall continue employment with the Surviving Corporation and the Subsidiaries, respectively, in the OpCo Buyer shallsame positions and at the same level of wages and/or salary and without having incurred a termination of employment or separation from service; PROVIDED, HOWEVER, that the foregoing shall not constitute any commitment, contract, understanding or guarantee (express or implied) on the part of the Surviving Corporation of a post-Effective Date employment relationship of any term or duration or on any terms other than those the Surviving Corporation may establish. Employment of any of the employees by the Surviving Corporation shall be "at will" and may be terminated by the Surviving Corporation at any time for any reason (subject to any legally binding agreement, or any applicable laws or any arrangement or commitment); PROVIDED, FURTHER, that no provision of this Agreement shall cause create any third-party beneficiary with respect to any employee (or dependent thereof) of the Company or any Company Subsidiaryof its Subsidiaries in respect of continued employment or resumed employment. As of the Effective Date, as applicable tothe Surviving Corporation shall be the sponsor of the Company's option plans immediately prior to the Effective Date, provide and Parent shall cause the Surviving Corporation and the Subsidiaries to each Employee who remains employed by satisfy all obligations and liabilities under such option plans. Until at least December 31, 1997, Parent shall maintain employee benefits and programs for officers and employees of the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits its Subsidiaries that are not no less favorable in the aggregate than those being provided to such officers and employees on the base salary, annual cash bonus opportunity, and other date hereof (it being understood that Parent will not be obligated to continue any one or more employee benefits or programs). To the extent any employee benefit plan, program or policy of the Parent or its affiliates is made available to each such Employee immediately the employees of the Surviving Corporation or its Subsidiaries, (i) service with the Company and its Subsidiaries by any employee prior to the Closing Date; providedEffective Date shall be credited for eligibility and vesting purposes under such plan, howeverprogram or policy, that nothing herein shall preclude the OpCo Buyerbut not for benefit accrual purposes, the Companyand (ii) with respect to any welfare benefit plans to which such employees may become eligible, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or Parent shall cause such plans to provide credit for any co-payments or deductibles by such employees and waive all pre-existing condition exclusions and waiting periods, other than limitations or waiting periods that have not been satisfied under any welfare plans maintained by the Company and each Company Subsidiary to, continue the Subsidiaries for their employees prior to recognize the labor organization that represents any of its Employees Effective Date. Parent shall honor or cause to be honored all severance and to assume and comply employment agreements with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only Company's officers and employees to the extent listed disclosed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide Schedules to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planthis Agreement.

Employee Matters. (a) From and after For a period of one year following the Closing until Effective Time (ithe “Continuation Period”) December 31(or, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseearlier with respect to a Company Employee, the nine (9) month anniversary date of the Closingtermination of employment of such Company Employee), the OpCo Buyer shall, Parent shall provide or shall cause the Company or any Company Subsidiary, as applicable to, Surviving Corporation to provide to each Employee who remains employed by the Company or Employee, except as provided in any agreement between any Company Subsidiary with Employee and the Surviving Corporation to be effective following the Effective Time, (i) a base salary, annual salary or wage rate and target cash bonus opportunity, and other employee benefits incentive opportunity that are not less at least as favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each those provided to such Company Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause by the Company and each Company Subsidiary toGroup, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time and listed (ii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Company Employee by the Company Group under the Company Benefit Plans and Company Benefit Agreements that are disclosed in Section 3.15(a4.11 of the Company Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Effective Time (or, to the extent a Company Employee becomes covered by an employee benefit plan or program of Parent (or one of its Affiliates other than the Surviving Corporation) during the Continuation Period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant Affiliate)). Notwithstanding the foregoing, during the six month period following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide any Company Employee (other than any Engagement Personnel who transition off an engagement) who experiences a termination of employment under the circumstances set forth in Section 7.03(a) of the Seller Company Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided set forth in such applicable Section 7.03(a) of the Company Severance Plan. During such periodDisclosure Letter, for purposes of establishing an subject to the Company Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination execution of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning general release of claims in favor of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the ClosingCompany, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance PlanParent and related Persons. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.61

Employee Matters. (a) From and after To the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseextent Parent determines to transition such employees to Parent's employee benefit plans, the nine employees of the Company or its Subsidiaries who continue their employment with Parent (9“Continuing Employees”) month anniversary of will, following the Closing, be eligible to participate in the OpCo Buyer shallapplicable employee benefit plans in which similarly situated employees of Parent participate, but not with more significant benefits or levels than similarly situated employees of Parent (and not to the extent the Continuing Employees continue to participate in any Employee Benefit Plan continued after the Closing); provided, however, that the foregoing shall in no event obligate the Surviving Company to offer (or maintain) such Employee Benefit Plans or any other benefits to, or shall cause continue the Company or employment of, such employees for any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to period following the Closing Date. To the extent that Continuing Employees participate in any of Parent's employee benefit plans, programs, policies and arrangements following the Effective Time, including, but not limited to, any severance plan, medical plan, dental plan, life insurance plan, Code Section 401(k) arrangement, vacation program or disability plan (collectively, the “Parent Benefit Plans”), and to the extent permitted under such Parent Benefit Plans, such Continuing Employees shall receive credit for service with the Company for purposes of eligibility and vesting under the Parent Benefit Plans in which such Continuing Employees participate solely to the extent such Continuing Employees' were credited with service under comparable plans of the Company for such purposes; provided, however, that nothing herein shall preclude result in the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment duplication of any employee at benefits for the same period of service. With respect to any time Parent Benefit Plan that is a welfare benefit plan maintained by Parent for the benefit of Continuing Employees on or and after the Closing; and providedClosing Date, furtherParent shall use its commercially reasonable efforts, that subject to the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any consent of its Employees and applicable third party insurance carriers to assume and comply with the terms of (i) cause there to be waived any collective bargaining agreement eligibility requirements or other agreement applicable to such Employees, but in each case only pre-existing condition limitations solely to the extent listed in Section 3.16(a) of permitted under such Parent Benefit Plan and solely to the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause extent such requirements and limitations were waived under comparable plans maintained by the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time, and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid from receiving severance benefits under the Buyer Severance Plan pursuant January 1, 2012 to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible Closing Date by such Continuing Employees with respect to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plansimilar plans maintained by Company.

Employee Matters. (a) From Buyer shall, as of the Closing Date, offer employment or, in the case of Employees of the Subsidiaries, continuing employment, to substantially all Employees whose names are set forth on Schedule 5.8(a)(i) attached hereto (the "Target Employees"). Target Employees of the Company who accept employment with Buyer pursuant to this Section 5.8(a), by countersigning Buyer's offer letter no later than the date specified therein, together with the Target Employees of the Subsidiaries as of the Closing Date, are referred to collectively as "Continuing Employees." Employees whose names are not set forth on Schedule 5.8(a)(i) or who do not accept employment with Buyer pursuant to this Section 5.8(a), by countersigning Buyer's offer letter by the date specified therein, together with the Employees of the Subsidiaries whose names are not set forth on Schedule 5.8(a)(i) are referred to collectively as "Retained Employees." On or prior to the Closing, the Company shall cause the Subsidiaries to terminate the employment of all Retained Employees employed by the Subsidiaries. The Company shall use its commercially reasonable efforts (and cause the Subsidiaries to use their commercially reasonable efforts) to retain the Target Employees (including by establishment of the "Retention Bonuses" as defined in paragraph (i) of this Section 5.8) until the Closing Date and to have the Target Employees accept Buyer's offer of employment or remain employed by the Subsidiary, as the case may be. If any Continuing Employee is discharged by Buyer on or after the Closing until Date, then Buyer shall be solely liable for any and all severance costs for such Continuing Employee under any severance benefit plan maintained by the Buyer or assumed by the Buyer pursuant to this Agreement (including the U. S. Severance Pay Plan for Management Employees and the U. S. Severance Pay Plan for Non-Management Employees) and with respect to the Subsidiaries, any severance or termination payments, compensation or damages under any severance plan currently maintained by the Subsidiaries or arising under foreign law. Notwithstanding the foregoing, Buyer shall not be liable for and the Company shall retain or assume liability for and indemnify and hold harmless the Buyer and the Subsidiaries for the payment of severance compensation or similar termination indemnity payments or benefits arising under any severance benefits plan maintained by the Company (including the U. S. Severance Pay Plan for Management Employees and the U. S. Severance Pay Plan for Non-Management Employees) and with respect to the Subsidiaries any severance or termination payments, compensation or damages under any severance plan maintained by the Subsidiaries or arising under foreign law (i) December 31, 2019 if to the Closing occurs on or before June 30, 2019 extent such compensation is not deductible solely by reason of Code Section 280G or (ii) otherwise, the nine (9) month anniversary to Retained Employees or Employees who are terminated or are notified of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed their termination of employment by the Company or any Company a Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately on or prior to the Closing Date; provided, howeverwhether effective prior to on or following the Closing Date. Buyer shall be responsible for and assume all liability for all notices or payments due to any Continuing Employees, that nothing herein shall preclude and all notices, payments, fines or assessments due to any Governmental Entity, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the OpCo Buyeremployment, discharge or layoff of the Continuing Employees following the Closing Date, including without limitation, the CompanyWARN Act, Section 4980B of the Code, Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and any rules or regulations that have been issued in connection with the foregoing. The Company Subsidiaryacknowledges and assumes all liabilities, if any, under COBRA or any comparable foreign law with respect to all of its employees as of the Closing Date (including Continuing Employees and their respective Affiliates, from terminating the employment of any employee at any time "qualified beneficiaries" whose "qualifying event" (as such terms are defined in Code Section 4980B) occurs on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) Date), including any notice required by COBRA or comparable foreign law to Continuing Employees with respect to cessation of coverage under any group health plan of the Seller Disclosure Letter (eachSellers as the result of the transactions contemplated by this Agreement. The Company shall be responsible and assume all liability for any obligations or other violations of the WARN Act or any comparable foreign law, a “Company Severance Plan”), associated with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes the sale of establishing an Employee’s severance eligibility pursuant the Business or any other event occurring on or prior to the Closing Date. The foregoing three sentences to the contrary, notwithstanding, if the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of fails to fulfill its obligation set forth in this 24 paragraph to offer employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning to substantially all of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the ClosingTarget Employees and, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disabilityfailure, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms a violation of the WARN Act or comparable foreign law occurs, Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy responsible and assume all liability for such obligations and other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planviolations.

Employee Matters. (a) From and after After the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary end of the ClosingInspection Period, Purchaser may conduct private interviews with the OpCo Buyer shallindividuals who are employed on site by Seller, or shall cause the Company any affiliates of Seller or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by property manager in connection with the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in operation of the aggregate than Property (the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date“Property Employees”); provided, however, that nothing herein any such interviews shall preclude not unreasonably disrupt or disturb (A) the OpCo Buyeron-going operation of the Property, (B) any services to the Company, any Company SubsidiaryProperty, or (C) the quiet possession of any tenants under the Leases. Purchaser may consider directly and/or indirectly making, but shall not be obligated to make, offers of employment to any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Property Employees, but such offers to be effective as of and contingent upon the Closing and on such terms and conditions as may be determined by Purchaser in each case only its sole discretion. As between Purchaser and Seller, (A) all amounts and benefits payable to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant Property Employees providing services to the Buyer Severance Plan, Property (including any accrued or any applicable individual employment, severance or separation agreement in effect as of immediately vested benefits) prior to the Closing Date will not be prorated between the parties and listed in Section 3.15(ashall remain the sole responsibility of Seller, and (B) of if and to the Seller Disclosure Letter extent that Purchaser directly and/or indirectly hires any such Property Employees, Purchaser will be responsible for any amounts and benefits earned by such employees on and after the Closing Date. If and to the extent that Purchaser or its affiliate directly and/or indirectly makes an offer to hire any such Property Employees (each, a “Company Severance PlanPurchaser Employee”)) and the Purchaser Employee accepts such employment, with severance payments and benefits no less favorable than those provided in then for a period beginning upon each such applicable Company Severance Plan. During such period, for purposes of establishing an Purchaser Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination acceptance of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” with Purchaser’s affiliate and continuing until ninety (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (1290) months days following the Closing, other than a termination (i) by the Company neither Seller, nor its affiliated property manager nor any of their respective affiliates shall solicit or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable)persuade, or as a result of attempt to solicit or persuade, any such Employee’s death Purchaser Employee to terminate or disabilitymodify his or her employment relationship, whether or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan not pursuant to a written agreement, with Purchaser, Purchaser’s management company or their respective affiliates unless such employee first independently declines in writing the offer from Purchaser or its affiliate or is first terminated from employment with Purchaser or its affiliate. The terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan this Section 5.8 shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plansurvive Closing.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of Prior to the Closing, Xxxxxxx-Xxxxxxx shall use its reasonable commercial efforts to assist SVG in hiring the OpCo Buyer shall, or shall cause services of those employees and consultants of the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed Business identified by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing DateSVG; provided, however, that nothing herein Xxxxxxx-Xxxxxxx shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue not be required to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement offer employees additional monetary or other agreement applicable inducements to achieve that end beyond those in place on the date of this Agreement. All severance policies and employment arrangements with respect to the employees, including their annual salaries or hourly rates, start dates, and title or position, and the maximum dollar cost of each such Employees, but in each case only employee severance and the maximum period of company paid medical benefits (to the extent listed in Section 3.16(anot prohibited by applicable law), who work solely or primarily for the Business on the date of this Agreement (the "SEG Employees") of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide will be identified on a schedule to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant be delivered by Xxxxxxx-Xxxxxxx to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately SVG prior to the Closing and listed (which schedule may be delivered in Section 3.15(a) portions by country or SEG Entity). SVG shall determine the SEG Employees who will be retained within six months after the date of the Seller Disclosure Letter final portion of the schedule is received by SVG (each, a “Company Severance Plan”), with if delivered in sections) or the complete schedule referred to in the preceding sentence. Xxxxxxx-Xxxxxxx shall pay all severance payments and benefits no less favorable costs (to the extent such costs do not exceed Xxxxxxx-Xxxxxxx'x standard company policies which policies may vary from country to country) for up to but not more than those provided in such applicable Company Severance Plan. During such the first 15% of the SEG Employees employed on the date of this Agreement who are not retained beyond that six-month period, provided that the total amount of such costs that Xxxxxxx-Xxxxxxx shall be obligated to pay shall not exceed $2,500,000. In addition, Xxxxxxx-Xxxxxxx shall be responsible for purposes all severance costs payable under all special severance benefit arrangements between Xxxxxxx-Xxxxxxx or an SEG Entity and an SEG Employee entered into before the Closing (whether before or after the date of establishing an Employee’s severance eligibility pursuant this Agreement) to the Buyer Severance Plan, extent that such benefits exceed the OpCo Buyer shall, or amounts payable to that SEG Employee under the standard company policies referenced previously. The amounts payable to such SEG Employees that do not exceed the amounts payable under those standard company policies shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment be governed by the Company 15% and $2,500,000 rules stated above. Nothing in this Section 5.9 shall require Xxxxxxx-Xxxxxxx to pay any SEG Employee any severance benefits (or the applicable Company Subsidiary that occurs within twelve (12to reimburse SVG or any other entity for any severance benefits) months following for which, before the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) neither Xxxxxxx-Xxxxxxx nor any SEG Entity would have been obligated to pay to that would otherwise exclude such SEG Employee from receiving severance benefits under the Buyer Severance Plan pursuant had that employee's employment been terminated prior to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanClosing.

Employee Matters. (a) From and Purchaser and/or Parent intends to continue the employment of the Employees of the Company after the Closing until (i) December 31, 2019 if Date. For a period commencing on the Closing occurs and ending on or before June 30, 2019 or the one (ii) otherwise, the nine (9) month 1)-year anniversary of the ClosingClosing Date (but not beyond the termination of the relevant employee if sooner), the OpCo Buyer Purchaser and/or Parent shall, or shall cause one of its direct or indirect Subsidiaries (including, following the Company or any Company SubsidiaryClosing, as applicable the Company) to, provide to each Employee who remains employed by the employees of the Company or any and their Subsidiaries as of the Closing (collectively, the “Company Subsidiary Employees”) with (i) employment at a base salarysalary or wage rate and bonus opportunities (other than change in control, annual cash bonus opportunityretention, and other employee benefits equity or equity-based or one-time bonuses) that are not less favorable are, in the aggregate aggregate, no less than the base salarysalary or wage rate and bonus opportunities (other than change in control, annual cash bonus opportunityretention, and other employee benefits made available equity or equity-based or one-time bonuses) as in effect with respect to each such Company Employee immediately prior to the Closing DateClosing, and (ii) benefits to the Company Employees that are substantially comparable to the benefits provided to the Company Employees immediately prior to the Closing; provided, however, that nothing herein shall preclude if deemed advisable by Purchaser and/or Parent in response to any global, national or local pandemic or similar event, Purchaser and/or Parent may change the OpCo Buyercompensation, the Company, any Company Subsidiary, or any benefits and/or other terms and/or conditions of their respective Affiliates, from terminating the employment of any Company Employee consistent with business needs, and no such action shall be treated as a breach of this Section 6.7(a). For eligibility, vesting, and benefit accrual purposes under the employee at any time on or benefit plans of the Purchaser and its Affiliates providing benefits to the Company Employees after the ClosingClosing Date, Purchaser and/or Parent shall use commercially reasonable efforts to credit each Company Employee with his or her years of service with the Companies before the Closing Date, to the same extent as such Person was entitled before the Closing Date to such credit under a corresponding Company Benefit Plan; and provided, furtherhowever, that the OpCo Buyer shall, or foregoing shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only not apply (i) to the extent listed such credit would result in Section 3.16(a) a duplication of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) with respect to retiree medical, defined benefit pension plans, or for purposes of qualifying for subsidized early retirement benefits. Except as otherwise set forth in this Section 6.7 or as may be specifically required by applicable Law, Purchaser and Parent shall not be obligated to require the Company to continue to provide any particular type of employee benefits or compensation to any Company Employee. To the extent applicable for the plan year in which the Closing occurs, Purchaser and/or Parent shall use or shall cause its Affiliates to use commercially reasonable efforts to (a) waive all waiting periods, pre-existing condition exclusions, actively-at-work and evidence of insurability requirements that would otherwise exclude be applicable to a Company Employee or the Company Employee’s dependent to the same extent as such requirements were no longer applicable under a corresponding Company Benefit Plan; and (b) provide each Company Employee from receiving severance benefits and his or her eligible dependents with credit for any co-payments or coinsurance and deductibles paid prior to the Closing under a Company Benefit Plan (to the same extent that such credit was given under the Buyer Severance analogous Company Benefit Plan pursuant prior to the terms Closing Date) in satisfying any applicable deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any benefit plan of the Buyer Severance Plan. Notwithstanding the foregoing, any Purchaser and/or Parent or its Affiliates in which such Company Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Planparticipates.

Employee Matters. (a) From and after As of the Closing until (i) December 31Date, 2019 if Seller shall terminate all of its employees at the Hospital and, subject to customary screening procedures such as those relating to licensing and health care regulatory matters, LHP or an Affiliate thereof shall hire all active employees in good standing at the Hospital commencing as of the Closing occurs on or before June 30, 2019 or Date (iithe “Hired Employees”) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed in their current positions and at compensation levels consistent with those being provided by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee Seller immediately prior to the Closing Date. For purposes of this subsection, “active” employees shall include: (i) employees who are on maternity or paternity leave and are entitled to reemployment rights under applicable state Law; (ii) employees who are on leave pursuant to the Family and Medical Leave Act and are entitled to reemployment rights under such Law; (iii) employees who are on leave due to service in the uniformed services pursuant to the Uniform Services Employment and Reemployment Rights Act of 1994, as amended, and are entitled to reemployment rights under such Law; and (iv) employees on extended illness leaves who are entitled to reemployment under Seller’s existing policies. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of LHP or its Affiliate with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature, or alter any employment-at-will relationship between LHP or its Affiliate and the employees. Within the look behind period defined in 20 CFR §639(a)(1)(ii) before Closing Seller shall not, and within the look ahead period defined in 20 CFR §639(a)(1)(ii) following the Closing, LHP or its Affiliate shall not: (i) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (ii) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss,” and “mass layoff” shall be defined as in the WARN Act. With respect to terminations of employees following the Closing, LHP or its Affiliate shall be responsible for any notification required under the WARN Act. In respect of the employees employed by LHP or its Affiliate, it shall provide such employees with employee benefits consistent with the benefits generally offered to hospital employees of LHP and its Affiliates and shall honor prior length of service for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual) in its benefit plans; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment no such prior service credit need be given in respect of any employee at any time on new plan commenced or after the Closing; and providedparticipated in by LHP or its Affiliate in which no prior service credit is given to or recognized for other plan beneficiaries. In extending such benefits, further, LHP or its Affiliate shall waive pre-existing condition limitations in its welfare benefit plans that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable might otherwise apply to such Employees, but in each case employees except to the extent employees have not satisfied such limitations under the current welfare benefit plans of Seller and only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period permitted under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Planapplicable plans and/or insurance contracts of LHP or its Affiliate. Notwithstanding LHP or its Affiliate shall give all Hired Employees credit for their years of service with Seller for the foregoing, any Employee who becomes eligible to receive severance purpose of determining benefits under its vacation, sick pay, and other paid time off benefits programs. In the Buyer Severance Plan shall be required event that LHP or its Affiliate terminates any Hired Employee prior to satisfy all other conditions and eligibility requirements the first (1st) anniversary of the Buyer Severance Plan Closing Date, LHP or such Affiliate will provide to such employee a severance payment in order an amount determined with reference to receive any the financial terms and conditions of the severance benefits under policy generally applicable to employees of Seller as of the Buyer Severance PlanClosing Date.

Employee Matters. (a) From and For a period of one year after the Closing until Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) December 31, 2019 if provide base cash compensation to the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary employees of the Closing, the OpCo Buyer shall, or shall cause Company and its Subsidiaries who are employees of the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee of its Subsidiaries immediately prior to the Effective Time (the “Continuing Employees”) that is no less favorable than the base cash compensation in effect immediately prior to the Effective Time, and (ii) (x) provide employee benefit plans and arrangements and paid time off accrual (including bonus and incentive opportunities (but excluding equity-based compensation) to Continuing Employees that are substantially comparable to those provided to similarly situated employees of Parent and (y) consider Continuing Employees for equity-based compensation grants at the same time and levels as similarly situated employees of Parent; provided, that (1) in no event shall any Continuing Employee be eligible to participate in any closed or frozen plan of Parent or any of its Subsidiaries; (2) Continuing Employees shall be eligible to participate in the Parent 401(k) Plan as soon as administratively feasible after the Closing Date; providedand (3) until such time as Parent shall cause the Continuing Employees to participate in the employee benefit plans and arrangements that are made available to similarly situated employees of Parent or its Subsidiaries (other than the Company and its Subsidiaries), howevera Continuing Employee’s continued participation in the employee benefit plans and arrangements of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Parent plans and arrangements may commence at different times with respect to each Parent plan and arrangement). Nothing in this Section 5.05(a) is intended to or shall create any right in any employee, that nothing herein shall preclude consultant or contractor of the OpCo BuyerCompany to continued employment by or service to Parent, the Company, the Sub, or, in each case, any Company Subsidiaryaffiliate or Subsidiary thereof, or limit the ability of Parent, the Company, the Sub, or, in each case, any of their respective Affiliatesaffiliate or Subsidiary thereof, from terminating to terminate the employment or service of any employee at employee, consultant or contractor of the Company for any time on or after reason. For the Closing; and providedavoidance of doubt, furthernotwithstanding the provisions of this Section 5.05(a), that the OpCo Buyer shall, Parent shall or shall cause its appropriate Subsidiary to honor the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) Continuing Employee’s accrued paid time off as of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plan.

Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer Purchaser shall, or shall cause the Company or any Company Subsidiary, as applicable one of its Affiliates to, provide to each Employee individual who remains is employed by any of the Company Acquired Companies on the Closing Date and who continues employment with Purchaser or any Company Subsidiary of its Affiliates after the Closing Date (the “Continuing Employees”) with a position providing base salary, annual cash bonus opportunity, and other employee benefits pay that are not less favorable in the aggregate than is at least equal to the base salary, annual cash bonus opportunity, and other employee benefits made available pay provided to each such Employee Continuing Employees by the applicable Acquired Company immediately prior to the Closing Date; provided. Nothing in this Section 6.9, however, that nothing herein shall preclude will limit the OpCo Buyer, the Company, any Company Subsidiary, right of Purchaser to terminate or any of their respective Affiliates, from terminating the suspend employment of any employee at any time on or Continuing Employee after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case subject only to the extent listed in provisions of Section 3.16(a) 6.10. For a period of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within at least twelve (12) months following beginning on the ClosingClosing Date, other than a termination (i) the Purchaser shall provide, or cause to be provided, to Continuing Employees, employee benefits and programs that, in the aggregate, are substantially similar either to the Employee Benefit Plans maintained or contributed to by the Company or the applicable Company Subsidiary for “cause” Acquired Companies (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (iicase may be) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms for employees of the Buyer Severance PlanAcquired Companies as of the date of this Agreement or to employee benefit plans and programs provided by the Purchaser to similarly situated employees of the Purchaser. Notwithstanding Continuing Employees shall receive service and vesting credit under any employee benefit plans and programs of the foregoing, any Employee who becomes Purchaser and its controlled group of corporations in which they are eligible to receive severance benefits under participate for any service with the Buyer Severance Plan Acquired Companies. For the entire calendar year of 2010, Continuing Employees shall be required permitted to satisfy all other conditions and eligibility requirements take earned but not taken vacation time-off as provided in Seller’s Vacation Time-Off policy. Continuing Employees shall also receive credit under any group health plan of the Buyer Severance Plan Purchaser and its controlled group of corporations in order to receive their initial year of eligibility for such plan for any severance benefits co-payments, deductibles or other out-of-pocket costs already incurred by such employees under the Buyer Severance Planany other group health plan for such period.

Employee Matters. (a) From Prior to the Closing, Parent or US Buyer shall offer “at will” employment, contingent on the Closing, by Parent or US Buyer to the Key Employees and after Other Employees (each, an “Offeree”), except for the Mexican Employees. Such “at-will” employment arrangements will supersede any prior employment agreements and other arrangements with such employee in effect prior to the Closing until (other than any proprietary rights, confidentiality, noncompetition, nonsolicitation and assignment of inventions agreements which, for the avoidance of doubt, shall remain in effect, are assigned to US Buyer under this Agreement and are and shall be in addition to, and shall not limit or be limited by, the Employee Documentation and any other agreements and restrictions required by Parent and/or US Buyer). Each of the Offerees who executes and delivers his or her acceptance of an offer of employment or employment agreement (in either case, an “Offer Letter”), and associated employment-related documents including US Buyer or Parent’s form of restrictive covenant agreement, confidentiality and proprietary information and inventions assignment agreement and such other agreements and documents as US Buyer or such Affiliate requires (collectively, the “Employee Documentation”), within the reasonable deadline set by the Offer Letter and becomes an employee of US Buyer or Parent shall be referred to herein as a “Hired Employee.” Following the delivery of each Offer Letter by US Buyer or Parent, the Company and its Subsidiaries shall use their commercially reasonable efforts to ensure that each Offeree (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or accepts such Offeree’s Offer Letter as soon as possible and (ii) otherwise, the nine (9) month anniversary executes and delivers to Parent as soon as possible following such acceptance and delivery of the ClosingEmployee Documentation, which shall be effective subject to the OpCo Buyer shall, occurrence of the Closing and satisfaction of the conditions in the Employee Documentation and the satisfaction of a background check. Parent shall not be responsible for any Liability (x) related to the termination of any Employee of the Company or shall cause its Subsidiaries or (y) related to any Employee’s employment or other service relationship with the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance PlanSubsidiaries.

Employee Matters. (a) From and after the Closing Effective Time until (i) December 31April 29, 2019 if the Closing occurs on or before June 302018, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shallParent shall provide, or shall cause the Company or any Company Subsidiaryits Subsidiaries to provide, as applicable to, provide to each Employee Company employee who remains continues to be employed by the Company Surviving Corporation or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or its Subsidiaries after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter Effective Time (each, a “Company Severance PlanEmployee”), with severance payments ) (i) base compensation that is no less favorable than was provided to the Company Employee immediately before the Effective Time and benefits (ii) equity-based incentive opportunities that are no less favorable than those provided in such to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Severance PlanEmployee. During such periodIn addition, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shallParent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee (A) from the Effective Time until April 30, 2017, an annual bonus opportunity with bonus targets and related performance metrics that are no less favorable than those provided to the Company or Employee immediately before the Effective Time, and (B) from May 1, 2017 until April 29, 2018, an annual bonus opportunity with bonus targets and related performance metrics that are no less favorable than those applicable to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Subsidiary toEmployee. Further, recognize Parent shall provide, or shall cause its Subsidiaries to provide, to each Company Employee (1) from the following termination of employment as an “eligible termination” or a “circumstance that Effective Time until April 30, 2017, all other compensation and benefits that, in the aggregate, are no less favorable than those provided to the Company finds warrants providing pay or Employee immediately before the Effective Time, and (2) from May 1, 2017 until April 29, 2018, all other compensation and benefits (other than equity-based incentive benefits” ) that, in the aggregate, are no less favorable than those provided to employees of Parent and its Subsidiaries who are similarly situated to (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or including with respect to work location) the applicable Company Subsidiary that occurs within twelve (12) months following Employee. Notwithstanding any other provision of this Agreement to the Closing, other than a termination (i) by contrary and subject to Section 5.9 of the Company Disclosure Letter, from the Effective Time until April 29, 2018, Parent shall or shall cause the Surviving Corporation to provide to each Company Employee who is eligible under the CST Brands, Inc. Severance Plan effective as of February 25, 2016 (a copy of which is set forth in Section 5.9 of the Company Disclosure Letter, the “Severance Plan”) as of the Effective Time, severance benefits equal to the greater of (I) the severance benefits to which such Company Employee is then entitled under the Severance Plan as described in Section 5.9 of the Company Disclosure Letter, taking into account all service whether before or after the Effective Time, and (II) the severance benefits provided to employees of Parent and its Subsidiaries who are similarly situated to (including with respect to work location) the applicable Company Subsidiary for “cause” (as defined Employee under the Buyer Severance Plan or Company Severance Planseverance arrangements of Parent and its Subsidiaries, as applicable), or as a result in each case without duplication of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under any other Contract or arrangement applicable to such Company Employee and without taking into account any reduction after the Buyer Severance Plan pursuant Effective Time in base compensation paid to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plansuch Company Employee.

Employee Matters. (a) From For a period commencing on the applicable Closing and after ending on the Closing until one (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month 1)-year anniversary of the Closingapplicable Closing Date (or until the termination of the relevant Business Employee if sooner), the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable Acquired Companies to, provide to each any Business Employee who remains employed by on the Company or any Company Subsidiary applicable Closing Date with (i) a base salary, annual cash bonus opportunity, and other employee benefits salary or wage rate that are not is no less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available salary or wage rate as in effect with respect to each such Business Employee immediately prior to the Closing Date; providedapplicable Closing, howeverand (ii) employee benefits that are, that nothing herein shall preclude in the OpCo Buyeraggregate, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided to such Business Employees under the Benefit Plans immediately prior to applicable Closing (excluding severance benefits, any long-term incentive awards, nonqualified deferred compensation plans or college tuition-related programs). Notwithstanding anything herein to the contrary, Buyer shall be responsible for severance payable (if any) for the termination of any Business Employee on the applicable Closing Date or thereafter. Except as otherwise set forth in such this Section 6.7 or as may be specifically required by this Agreement or by applicable Company Severance PlanLaw, Buyer shall not be obligated to continue to provide any particular type of employee benefits or compensation to any Business Employee. During such period, for For purposes of establishing this Section 6.7, the applicable Closing Date for any Business Employee shall be the Closing Date on which the Acquired Company by whom such Business Employee is then employed is sold to Buyer. With respect to each Benefit Plan that is not an Employee’s severance eligibility pursuant to the Buyer Severance Acquired Company Plan, the OpCo Buyer shallOwners will retain all responsibility, obligations and liability with respect to, or shall cause the Company or in any way related to, such Benefit Plan, and Buyer will not, and, from and after the applicable Company Subsidiary Closing, the Acquired Companies will not, have any responsibility, obligations or liability with respect to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of in any way related to, such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee from receiving severance benefits under the Buyer Severance Plan pursuant to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Benefit Plan.

Employee Matters. (a) From and after To the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwiseextent Parent determines to transition such employees to Parent’s employee benefit plans, the nine employees of the Company or its Subsidiaries who continue their employment with Parent (9“Continuing Employees”) month anniversary of will, following the Closing, be eligible to participate in the OpCo Buyer shallapplicable employee benefit plans in which similarly situated employees of Parent participate, but not with more significant benefits or levels than similarly situated employees of Parent (and not to the extent the Continuing Employees continue to participate in any Employee Benefit Plan continued after the Closing); provided, however, that the foregoing shall in no event obligate the Surviving Company to offer (or maintain) such Employee Benefit Plans or any other benefits to, or shall cause continue the Company or employment of, such employees for any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to period following the Closing Date. To the extent that Continuing Employees participate in any of Parent’s employee benefit plans, programs, policies and arrangements following the Effective Time, including, but not limited to, any severance plan, medical plan, dental plan, life insurance plan, Code Section 401(k) arrangement, vacation program or disability plan (collectively, the “Parent Benefit Plans”), and to the extent permitted under such Parent Benefit Plans, such Continuing Employees shall receive credit for service with the Company for purposes of eligibility and vesting under the Parent Benefit Plans in which such Continuing Employees participate solely to the extent such Continuing Employees’ were credited with service under comparable plans of the Company for such purposes; provided, however, that nothing herein shall preclude result in the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment duplication of any employee at benefits for the same period of service. With respect to any time Parent Benefit Plan that is a welfare benefit plan maintained by Parent for the benefit of Continuing Employees on or and after the Closing; and providedClosing Date, furtherParent shall use its commercially reasonable efforts, that subject to the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any consent of its Employees and applicable third party insurance carriers to assume and comply with the terms of (i) cause there to be waived any collective bargaining agreement eligibility requirements or other agreement applicable to such Employees, but in each case only pre-existing condition limitations solely to the extent listed in Section 3.16(a) of permitted under such Parent Benefit Plan and solely to the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause extent such requirements and limitations were waived under comparable plans maintained by the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing Effective Time, and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following the Closing, other than a termination (i) by the Company or the applicable Company Subsidiary for “cause” (as defined under the Buyer Severance Plan or Company Severance Plan, as applicable), or as a result of such Employee’s death or disability, or (ii) that would otherwise exclude such Employee give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid from receiving severance benefits under the Buyer Severance Plan pursuant January 1, 2012 to the terms of the Buyer Severance Plan. Notwithstanding the foregoing, any Employee who becomes eligible Closing Date by such Continuing Employees with respect to receive severance benefits under the Buyer Severance Plan shall be required to satisfy all other conditions and eligibility requirements of the Buyer Severance Plan in order to receive any severance benefits under the Buyer Severance Plansimilar plans maintained by Company.