Common use of Employee Matters Clause in Contracts

Employee Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees thatshall cause the Surviving Corporation and each of its Subsidiaries, during for the period commencing at the Effective Time and ending on the first anniversary thereof, to maintain for the employees of individuals employed by the Company and the Company Subsidiaries who remain in the employment or any of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after at the Effective Time (the “Continuing Current Employees”) shall receive (x) base salary or wages (as applicable) compensation and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the compensation and benefits (i) provided to such Continuing Current Employees as a group immediately prior to the Effective Time (excluding, for purposes of determining such comparabilitythis purpose, any retention bonus, defined equity-based compensation and participation in a defined-benefit pension plan unless such participation is mandated by the terms of a collective bargaining or retiree other similar agreement between the Company or post-employment welfare benefits, except one of its Subsidiaries and an employee representative) or (ii) provided to the extent required by applicable Law)similarly situated employees of Parent and its Subsidiaries. (b) Parent will cause the Surviving Corporation to provide credit for each Current Employees length of service with the Company and its Subsidiaries prior to the Effective Time for eligibility, vesting and benefits accrual purposes under any employee benefit plans of the Surviving Corporation and its Subsidiaries to the same extent as such service was recognized under a similar Company Benefit Plan; provided, that such prior service credit shall not be required to the extent it results in a duplication of benefits. Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after any Current Employee participates following the Effective Time (each such employee benefit plan or program, a “New Plan”) Closing to (i) waive, or cause the waiver of, all limitations as waive any pre-existing condition limitation for any condition for which such Current Employee would have been entitled to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable corresponding Company Benefit Plan and that have not been satisfied as of prior to the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any honor co-payments made, and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to satisfied, by such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs Current Employee prior to the Company paying annual incentives in respect Effective Time. For purposes of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express “Benefit Plans” means, with respect to any entity, any compensation or impliedemployee benefit plans, (i) shall be treated as an amendment programs, policies, agreements or other modification of any Company Benefit Planarrangements, Company Collective Bargaining Agreement, New Plan whether or other not “employee benefit planplans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, program, policy, arrangement or agreement as amended (or an undertaking to amend any such plan or arrangement“ERISA”)), (ii) shall limit the right of Parent, the Company whether or their respective Affiliates not subject to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other PersonERISA, including any Company Participant bonus, cash or equity-based incentive, deferred compensation, stock purchase, health, medical, dental, disability, accident, life insurance, or vacation, paid time off, perquisite, fringe benefit, severance, change of control, retention, employment, separation, retirement, pension, or savings, plans, programs, policies, agreements or arrangements for the benefit of current or former directors, officers or employees of such entity or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (of its Subsidiaries or any dependent dependant or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during For the period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Effective Time, Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary provide or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those cause to be provided to such Continuing Employees immediately prior Company Employees, to the Effective Time extent that and (y) other employee for such time as such Company Employees remain employed with the Surviving Corporation or any of its Subsidiaries, compensation and benefits that are substantially comparable in the aggregate to the benefits that provided to such Continuing Company Employees immediately prior to the Effective Time (excludingTime, for purposes excluding any equity, change of determining such comparabilitycontrol or other transaction-based compensation, any retention bonuslong term incentive awards, defined benefit supplemental pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)benefits and deferred compensation programs. (b) For purposes of eligibility, vesting and benefit accrual (other than for benefit accruals under any defined benefit pension plan) under the compensation and benefit plans, programs, agreements and arrangements of the Surviving Corporation providing benefits to any Company Employee after the Effective Time, and in which such Company Employee did not participate prior to the Effective Time (each a “New Plan”), each Company Employee shall be credited with his or her years of service with the Company and its Affiliates (and any additional service with any predecessor employer) before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan maintained or sponsored by the Company or its Subsidiaries, except where such credit would result in a duplication of benefits. For purposes of each New Plan providing medical, dental, prescription, pharmaceutical and/or vision benefits to any Company Employee, Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees all pre-existing condition exclusions and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service actively-at-work requirements of such Continuing Employees prior New Plan to the Effective Time with the be waived for such Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required Employee except to the extent it such pre-existing conditions and actively-at-work requirements would result in apply under any duplication of benefits. (c) analogous Company Employee Plan, and Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the any eligible expenses incurred by such Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid under a Company Employee Plan during the portion of the plan year of and prior to any change in coverage from a Company Benefit Plan the Closing to be taken into account under such New Plan in for purposes of satisfying any applicable deductible or all deductible, co-insurance, co-payment and maximum out-of-pocket requirements under applicable to such Company Employee for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (ec) Notwithstanding anything herein in this Agreement to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or impliedcontrary, (i) nothing herein shall be treated as an amendment deemed to be a guarantee of employment for any Company Employee, or other modification to restrict the right of the Surviving Corporation or its Affiliates to terminate the employment of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement)Service Provider, (ii) the provisions of this Section 7.04 are solely for the benefit of the parties to this Agreement, and no current or former Company Employee or other Company Service Provider or other individual associated therewith or any employee benefit plan or trustee thereof shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any employee benefit plan for any purpose. In addition, nothing in this Agreement shall be construed to limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatesits Affiliates (including the Surviving Corporation) to amend or terminate any employee benefit plan in accordance with the terms thereof.

Employee Matters. (a) During the one (1) year period following the Merger Effective Time, Parent agrees that, during shall cause the period commencing at the Effective Time Surviving Corporation and ending on the first anniversary thereof, the employees its Subsidiaries to provide each employee of the Company and any Subsidiary who continues to be employed by the Company Subsidiaries who remain in Surviving Corporation or any Subsidiary thereof following the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Merger Effective Time (the “Continuing Employees”) shall receive with (x) the base wages or salary or wages (as applicable) and target annual incentive bonus opportunities that are no less favorable in the aggregate than those provided to each such Continuing Employees Employee immediately prior to the Merger Effective Time and (y) other employee benefits (but not including severance, change in control or equity compensation), that are substantially comparable in the aggregate to the benefits those provided to such (i) Continuing Employees immediately prior to the Merger Effective Time or (excluding, for purposes ii) similarly situated employees of determining such comparability, any retention bonus, defined benefit pension Parent or retiree or post-employment welfare benefits, except to the extent required by applicable Law)its Affiliates. (b) Parent shall use commercially reasonable efforts For purposes of vesting, eligibility to cause each participate and determination of the level of benefits under the employee benefit plan or program plans of Parent or the Surviving Corporation and its Affiliates in which Subsidiaries providing benefits to any Continuing Employees and their eligible dependents are eligible to participate after the Merger Effective Time to take into account for purposes (the “New Plans”), each Continuing Employee shall be credited with his or her years of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or and its Affiliates, in each case Subsidiaries before the Merger Effective Time to the same extent that as such Continuing Employee was entitled, before the Merger Effective Time, to credit for such service was recognized by the under any analogous Company or any Company Subsidiary Benefit Plan in which such Continuing Employee participated immediately prior to the Merger Effective Time under (the comparable Company Benefit Plan; “Old Plans”), provided that no such crediting of service the foregoing shall be required not apply with respect to benefit accrual under any defined benefit pension plan or to the extent it that its application would result in any a duplication of benefits. (c) . In addition, Parent shall use commercially reasonable efforts cause all preexisting condition exclusions, actively at-work requirements and waiting period limitations under any New Plan to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each be waived for such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for to the extent such conditions would have been waived under the Old Plans, and Parent shall cause any co-payments eligible expenses incurred by such employee and deductibles paid his or her covered dependents during the portion of the plan year of and prior to any change in coverage from a Company Benefit Plan the Merger Effective Time to such be taken into account under the corresponding New Plan in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under 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. (c) The Surviving Corporation shall, or shall cause one of its Subsidiaries, to pay to each Continuing Employee who is terminated by the Surviving Corporation or its Affiliates without cause during the one (1) year period following the Merger Effective Time severance compensation and benefits that are no less favorable than as set forth on Section 6.08(c) of the Company Disclosure Letter; provided, however, that if any such Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, that are greater than the severance benefits provided in Section 6.08(c) of the Company Disclosure Letter, the terms of such agreement and not this Section 6.08(c) shall govern. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed Effective as of the ClosingMerger Effective Date, the Surviving Corporation shall, or shall cause a Subsidiary to, assume and honor all Company Benefit Plans. Any Notwithstanding the foregoing, nothing will prohibit the Surviving Corporation from amending or terminating any such bonus shall be paid, less any Company Benefit Plans or compensation or severance arrangements in accordance with their terms or if otherwise required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Datepursuant to applicable Law. (e) Notwithstanding anything herein to the contrary and without limiting the generality The provisions of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 6.08 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express and no Continuing Employee, or impliedany other employee of the Company, Parent, the Surviving Corporation or any respective Subsidiary thereof (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 6.08 shall create such rights in any such persons. Nothing herein shall (i) shall be treated as an amendment create any right in any employee, including any Continuing Employee to continued employment by the Company, Parent, the Surviving Corporation, or other any respective Subsidiary thereof or (ii) require the Company, Parent, the Surviving Corporation, or any respective Subsidiary thereof to continue any Company Benefit Plan or prevent the amendment, modification or termination of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan after the Merger Effective Time. Nothing in this Section 6.08 or other employee elsewhere in this Agreement shall be construed as an amendment to any benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit of the right of ParentCompany, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant Surviving Corporation or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesAffiliate.

Employee Matters. (a) Parent agrees The Parties agree that, during prior to the period commencing at the Effective Time and ending on the first anniversary thereofClosing, the Parties shall cooperate in reviewing, evaluating and analyzing the Ohm Benefit Plans and Firefly Benefit Plans with a view toward developing appropriate new Employee Benefit Plans or maintaining appropriate Ohm Benefit Plans or Firefly Benefit Plans (in either case, the “New Plans”) with respect to each employee of Ohm or any of its Subsidiaries (following the Closing, including, for the avoidance of doubt, employees of the Company Surviving Corporation, LLC Sub or any of its Subsidiaries) (collectively, “Continuing Employees”), which New Plans will, to the extent permitted by applicable Law, and among other things, (i) treat similarly-situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (ii) following the Company Subsidiaries Merger Effective Time, not discriminate between employees who remain in were covered by Ohm Benefit Plans, on the employment one hand, and those covered by Firefly Benefit Plans, on the other hand. In addition, the Parties agree that for a period of Parent and its Subsidiaries (including 12 months following the Company and any Company Subsidiary) after the Merger Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Ohm shall, or shall cause the applicable Subsidiary of Ohm, including Firefly and its Subsidiaries, to provide each Continuing Employees”Employee compensation and employee benefits (including, for the avoidance of doubt, severance payments and benefits) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in (i) substantially the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable same in the aggregate to the compensation and employee benefits provided to which such Continuing Employees Employee was entitled immediately prior to the Company Merger Effective Time, (ii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time (excluding, for purposes if such Continuing Employee was employed by Firefly or any of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except its Subsidiaries immediately prior to the extent required Company Merger Effective Time, (iii) substantially the same in the aggregate to the compensation and employee benefits provided to similarly-situated Continuing Employees employed by applicable Law)Firefly or any of its Subsidiaries immediately prior to the Company Merger Effective Time if such Continuing Employee was employed by Ohm or any of its Subsidiaries immediately prior to the Company Merger Effective Time or (iv) a combination of the foregoing. For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Ohm or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis or vice versa. (b) Parent Prior to the Company Merger Effective Time, the Ohm Board and the Firefly Board shall use commercially reasonable efforts take such action as is necessary to cause each employee benefit plan provide that the Transactions contemplated by this Agreement are deemed to constitute a “Change in Control” or program “Change of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account Control” for purposes of vesting each Firefly Benefit Plan or Ohm Benefit Plan listed on Schedule 6.9(b) of the Firefly Disclosure Letter and eligibility (and for purposes Schedule 6.9(b) of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsOhm Disclosure Letter. (c) Parent Ohm shall, or shall use commercially cause the Surviving Corporation and its Subsidiaries, to honor their respective obligations under all employment, severance, change in control, retention and other agreements, if any, between Firefly (or a Subsidiary thereof) and a Continuing Employee, including, but not limited to, those Firefly Benefit Plans set forth on Schedule 6.9(c) of the Firefly Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable agreements. (d) From and after the Company Merger Effective Time, as applicable, the Parties shall, or shall cause the Surviving Corporation, LLC Sub and their respective Subsidiaries, to take reasonable best efforts to cause each employee credit the Continuing Employees for purposes of vesting, eligibility, severance and benefit plan accrual under the corresponding New Plans (other than for any purposes with respect to any “defined benefit plan” as defined in Section 3(35) of ERISA, retiree medical benefits or program that is a group health plan of Parent and its Affiliates (including disability benefits, equity or equity based award granted after the Company Merger Effective Time or any Company Subsidiarynonqualified deferred compensation plans) in which the Continuing Employees are eligible participate, for such Continuing Employees’ service with Ohm and its Subsidiaries or Firefly and its Subsidiaries, as applicable, to participate after the Effective Time same extent and for the same purposes that such service was taken into account under a corresponding Ohm Benefit Plan or Firefly Benefit Plan, as applicable, in effect immediately prior to the Closing Date, to the extent that such credit does not result in duplicate benefits or compensation. (each such employee benefit plan e) The Parties shall, or programshall cause the Surviving Corporation, a “New Plan”) LLC Sub and their respective Subsidiaries, to use reasonable best efforts to (i) waivewaive any limitation on health coverage of any Continuing Employees or any of their covered, eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable New Plan to the extent such Continuing Employee or cause the waiver ofeligible dependents are covered under an analogous Ohm Benefit Plan or Firefly Benefit Plan, all limitations as to preexisting conditionsapplicable, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect immediately prior to the Effective Time with respect to Closing Date, and such Continuing Employee conditions, periods or requirements are satisfied or waived under the comparable Company such Ohm Benefit Plan and that have not been satisfied or Firefly Benefit Plan, as of the Effective Time applicable, and (ii) provide such give each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of in which the Closing Date occurs towards applicable deductibles and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or annual out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs limits for medical expenses incurred prior to the Company paying annual incentives Closing Date for which payment has been made, in respect of each case, to the fiscal year in which extent permitted by the Closing occurs, each participant in a Company applicable insurance plan provider and only to the extent such deductibles or limits for medical expenses were satisfied or did not apply under the analogous Ohm Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxesor Firefly Benefit Plan, as soon as practicable (and applicable, in no event more than five (5) days) after effect immediately prior to the Closing Date. (ef) Notwithstanding anything herein Prior to the contrary Closing Date, if requested by Ohm in writing at least three (3) days before the Closing, Firefly shall cause Firefly and without limiting its Subsidiaries to take all necessary and appropriate actions to cause (i) each Firefly Benefit Plan intended to be qualified under Section 401(a) of the generality Code (the “Firefly 401(k) Plan”) to be terminated and (ii) all participants to cease participating under the Firefly 401(k) Plan, in each case, effective no later than the Business Day preceding the Closing Date; provided, however, that such actions may be contingent upon Closing. Firefly shall provide Ohm with an advance copy of all documentation necessary to effect this Section 6.9(f) and a reasonable opportunity to comment thereon prior to the adoption or execution thereof. In the event the Firefly 401(k) Plan is terminated as set forth in the preceding sentence, as soon as administratively practicable following the Company Merger Effective Time, Ohm shall take any and all reasonable actions as may be reasonably required, including amendments to a defined contribution retirement plan intended to be qualified under Section 401(a) of the Code designated by Ohm (the “Ohm 401(k) Plan”) to (A) cause the Ohm 401(k) Plan to accept any “eligible rollover distributions” (within the meaning of Section 9.07402(c)(4) of the Code) in the form of cash in an amount equal to the full account balance distributed or distributable to such Firefly Employee from the Firefly 401(k) Plan to the Ohm 401(k) Plan, including any outstanding loans and (B) cause each Firefly Employee to become a participant in the parties hereby acknowledge and agree that all Ohm 401(k) Plan as of the Closing Date (subject to any applicable eligibility requirements, but giving effect to the service crediting provisions contained of Section 6.9(d)). (g) Nothing in this Agreement shall constitute an establishment or termination of, or an amendment to, or be construed as establishing, terminating or amending, any New Plan, Ohm Benefit Plan, Firefly Benefit Plan or other Employee Benefit Plan sponsored, maintained or contributed to by Firefly, Ohm or any of their respective Subsidiaries. The provisions of this Section 6.10 6.9 are included for the sole benefit of the partiesParties and nothing herein, and that nothing in this Agreement, whether express expressed or implied, is intended or will be construed to confer upon or give to any Person (i) shall be treated as an amendment including, for the avoidance of doubt, any Firefly Employee or other modification current or former employee of any Company Benefit PlanFirefly, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company Ohm or any of their respective Affiliates), other than the Parties and their respective permitted successors and assigns, any third party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Section 6.9. Nothing in this Section 6.9 is intended to (i) prevent Ohm, the Surviving Corporation, LLC Sub or any of their Affiliates from terminating the employment or service of any Person, including a Firefly Employee, at any time and for any reason, (ii) provide any Person any right to employment or service or continued employment or service with Ohm or any of its Subsidiaries (including following the Company Merger Effective Time, the Surviving Corporation and following the consummation of the LLC Sub Merger, LLC Sub) or any particular term or condition of employment or service, or (iii) prevent Ohm, the Surviving Corporation, LLC Sub or any of their Affiliates from terminating, revising or amending any New Plan, Ohm Benefit Plan, Firefly Benefit Plan or other Employee Benefit Plan sponsored, maintained or contributed to by Firefly, Ohm or any of their respective Subsidiaries.

Employee Matters. (a) Parent agrees that, during During the period commencing at the Effective Time and ending on the first anniversary thereofthereof (the “Continuation Period”), SVB Financial shall cause the Surviving Corporation to provide continuing employees of the Company and the Company Subsidiaries who remain in the employment of Parent Boston Private and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive with (xi) base salary or wages (as applicable) and target annual incentive opportunities base wage rather that are is no less favorable in the aggregate than those that provided by Boston Private and its Subsidiaries to such each Continuing Employees Employee immediately prior to the Effective Time Time, and (yii) other employee benefits (including pension and welfare benefits) that are substantially comparable in the aggregate to the benefits those provided to such Continuing Employees by Boston Private immediately prior to the Effective Time (excludingTime. Additionally, for purposes of determining SVB Financial agrees that each Continuing Employee shall, during the Continuation Period, be provided with severance benefits that are no less favorable than the severance benefits provided by Boston Private and its Subsidiaries to such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except Continuing Employee immediately prior to the extent required by applicable Law)Effective Time, as set forth in Section 6.5(a) of the Boston Private Disclosure Schedule. (b) Parent shall use commercially reasonable efforts With respect to cause each any employee benefit plan or program plans of Parent SVB Financial or its Affiliates Subsidiaries in which any employees of Boston Private or its Subsidiaries become eligible to participate on or after the Effective Time (the “New Plans”), SVB Financial shall or shall cause the Surviving Corporation to: (i) waive all pre-existing conditions or limitations and waiting periods under any group health plans of SVB Financial or its affiliates to be waived with respect to the Continuing Employees and their eligible dependents are eligible dependents, (ii) provide each Continuing Employee credit for the plan year in which such Continuing Employee commences participation in such New Plan towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to participate after the Effective Time to take into account commencing participation for purposes of vesting which payment has been made and eligibility (iii) give each Continuing Employee service credit for such Employee’s employment with Boston Private and its Subsidiaries (and any predecessor entity) for all purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) applicable New Plan, as if such service were had been performed with Parent or its AffiliatesSVB Financial, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of the foregoing service recognition shall be required not apply (A) to the extent it would result in any duplication of benefits for the same period of services, (B) for purposes of any defined benefit pension plan or benefit plan that provides retiree welfare benefits, or (C) to any benefit plan that is a frozen plan or provides grandfathered benefits. (c) Parent shall use commercially reasonable efforts Prior to cause each employee benefit the Effective Time, if requested by SVB Financial in writing no later than 14 days prior to the Effective Time, to the extent permitted by applicable law and the terms of the applicable plan or program that is a group health arrangement, Boston Private shall cause Boston Private’s tax-qualified defined contribution plan of Parent and its Affiliates (including the Company or any Company Subsidiary“Boston Private 401(k) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect be terminated effective immediately prior to the Effective Time with respect to such Continuing Employee under Time, contingent on the comparable Company Benefit Plan and that have not been satisfied as occurrence of the Effective Time Time. In the event that SVB Financial requests that the Boston Private 401(k) Plan be terminated, Boston Private shall provide SVB Financial with evidence that such Boston Private 401(k) Plan has been terminated (the form and (iisubstance of which shall be subject to review and reasonable approval by SVB Financial) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during not later than the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Planday immediately preceding the Effective Time. (d) In the event that SVB Financial requests that the Closing occurs Boston Private 401(k) Plan be terminated, prior to the Company paying annual incentives in respect Effective Time and thereafter (as applicable), (i) Boston Private and SVB Financial shall take any and all actions as may be required, including amendments to the Boston Private 401(k) Plan and/or the tax-qualified defined contribution retirement plan designated by SVB Financial (the “SVB Financial 401(k) Plan”) to permit such Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the fiscal year Code) in which an amount equal to the full account balance distributed to such Continuing Employee (including the in-kind rollover of notes evidencing loans) from the Boston Private 401(k) Plan to the SVB Financial 401(k) Plan and (ii) each Continuing Employee shall become a participant in the SVB Financial 401(k) Plan on the Closing occurs, each participant Date (giving effect to the service crediting provisions of Section 6.5(b)); it being agreed that there shall be no gap in participation in a Company Benefit tax-qualified defined contribution plan. Boston Private and SVB Financial shall cooperate to take any and all commercially reasonable actions needed to permit each Continuing Employee with an outstanding loan balance under the Boston Private 401(k) Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any Effective Time to continue to make scheduled loan payments to the Boston Private 401(k) Plan after the Effective Time, pending the distribution and in-kind rollover of the notes evidencing such bonus shall be paid, less any required withholding Taxesloans from the Boston Private 401(k) Plan to the SVB Financial 401(k) Plan, as soon provided in the preceding sentence, so as practicable (and in no event more than five (5) days) after to prevent, to the Closing Dateextent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. (e) SVB Financial shall, or shall cause the Surviving Corporation to, assume and honor all Boston Private Benefit Plans in accordance with their terms. SVB Financial hereby acknowledges that a “change in control”, “sale event” (or similar phrase) within the meaning of the Boston Private Benefit Plans will occur at the Effective Time. (f) Notwithstanding anything herein the provisions of Section 6.10, prior to Boston Private making any broad-based written or material oral communications to the contrary managers, officers or employees of Boston Private or any of its Subsidiaries pertaining to the consequences of the transactions contemplated by this Agreement with respect to compensation or benefit matters, Boston Private shall provide SVB Financial with a copy of the intended communication, SVB Financial shall have two business days to review and comment on the communication, and Boston Private shall consider any such comments in good faith; provided, however, that Boston Private shall not be required to provide to SVB Financial a copy of any communication that is materially consistent with a communication previously reviewed by SVB Financial. Nothing in this Agreement shall confer upon any employee, officer, director or consultant of Boston Private or any of its Subsidiaries or affiliates any right to continue in the employ or service of the Surviving Corporation, Boston Private, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Boston Private, SVB Financial or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Boston Private or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Boston Private Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of SVB Financial, the Surviving Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Boston Private Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of the final sentence of Section 9.079.11, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) is intended to or shall be treated as an amendment or other modification of confer upon any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Personperson, including any Company Participant current or any participant in any Company Benefit Planformer employee, Company Collective Bargaining Agreementofficer, New Plan director or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company consultant of Boston Private or any of their respective Affiliatesits Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (except as set forth in Section 6.6).

Employee Matters. (a) Parent agrees that, during For the period commencing at from the Effective Time through December 31, 2009, Parent shall maintain or cause to be maintained employee benefit plans and ending on compensation opportunities for the first anniversary thereof, the benefit of employees of the (as a group) who are actively employed by Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries on the Closing Date (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Covered Employees”) shall receive (x) base salary or wages (as applicable) that provide employee benefits and target annual incentive compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are no less favorable in the aggregate than those were provided to such Continuing Covered Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Parent shall use commercially reasonable efforts To the extent that a Covered Employee becomes eligible to cause each participate in an employee benefit plan or program of maintained by Parent or any of its Affiliates in which Continuing Employees and their eligible dependents are eligible Subsidiaries, Parent shall (i) cause such employee benefit plan to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) recognize the service of such Continuing Employees prior to the Effective Time Covered Employee with Company or its Subsidiaries (or their predecessor entities) for purposes of eligibility, participation, vesting, and, except under defined benefit pension plans, benefit accrual under such employee benefit plan of Parent or any of its Subsidiaries (including, without limitation, for purposes of the Company or any Stock Plans, the Company Subsidiary (including any predecessors thereto) Cap Plan and the Company Deferred Equity Unit Plans as if such service were with assumed by Parent or its Affiliatespursuant to Section 1.5), in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the a comparable Company Benefit PlanPlan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided that no such crediting recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service, and (ii) with respect to any health, dental, vision or other welfare plan of Parent or any of its Subsidiaries (other than Company and its Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, use its reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Parent or Subsidiary plan to be required waived with respect to such Covered Employee, to the extent it such limitation would result have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (y) recognize any duplication health, dental or vision expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of benefitsany applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or any of its Subsidiaries. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent From and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan Time, Parent shall, or programshall cause its Subsidiaries to, a “New Plan”) to honor, in accordance with the terms thereof as in effect as of the date hereof or as may be amended after the date hereof (i) waive, with the prior written consent of Parent or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year as permitted pursuant to Section 5.2(c) of and prior to any change in coverage from a this Agreement, each Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In Nothing in this Section 6.5 shall be construed to limit the event that right of Parent or any of its Subsidiaries (including, following the Closing occurs prior Date, Company and its Subsidiaries) to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a amend or terminate any Company Benefit Plan that or other employee benefit plan, to the extent such amendment or termination is an annual cash incentive plan shall receive a cash bonus based on permitted by the achievement terms of the target level applicable plan, nor shall anything in this Section 6.5 be construed to prohibit the Parent or any of performanceits Subsidiaries (including, which bonus shall be prorated based on following the number Closing Date, Company and its Subsidiaries) from terminating the employment of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after particular Covered Employee following the Closing Date. (e) Notwithstanding anything herein to the contrary and without Without limiting the generality of Section 9.079.10, the parties hereby acknowledge and agree that all provisions contained in of this Section 6.10 6.5 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express and no current or impliedformer employee, (i) director or independent contractor or any other individual associated therewith shall be treated regarded for any purpose as a third-party beneficiary of the Agreement, and nothing herein shall be construed as an amendment or other modification of to any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend plan for any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatespurpose.

Employee Matters. (a) Parent agrees thatthat each Continuing Employee shall be provided, during (i) for a period extending until the period commencing at earlier of the Effective Time and ending on termination of such Continuing Employee’s employment with such entities or the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries Closing Date, with (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (xA) base salary or wages (as applicable) compensation and target annual cash incentive opportunities opportunity that are no not less favorable in than the aggregate than those base compensation and target annual cash incentive opportunity provided by the Company to such Continuing Employees Employee immediately prior to the Effective Time date of this Agreement, and (yB) other employee severance benefits that are substantially comparable in the aggregate to the severance benefits for which such employees were eligible immediately prior to the Closing, and (ii) for a period extending until the earlier of the termination of such Continuing Employee’s employment with such entities or December 31, 2020, with other employee benefits (excluding any defined benefit pension, and post-employment or retiree benefits) that are substantially comparable in the aggregate as the other employee benefits provided to such Continuing Employees employees immediately prior to the Effective Time (excludingClosing. Notwithstanding the foregoing, for purposes following the Closing, each Continuing Employee shall participate in Parent’s 401(k) plan on terms substantially comparable with those of determining similarly situated employees of Parent and Parent shall cause a 401(k) plan sponsored by Parent, the Surviving Corporation or one of their Affiliates to accept rollovers of distributions from the Company’s 401(k) plan to such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except Continuing Employees to the extent required elected by such Continuing Employees and to the extent permitted under applicable Law)law or tax qualification requirements, and such rollovers shall include in-kind rollovers of outstanding loan balances of such Continuing Employees to the extent elected by the Continuing Employees. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant Affiliate to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Benefit Plans as of the Closing Date. (b) Parent Except to the extent necessary to avoid the duplication of benefits, the Surviving Corporation shall use commercially reasonable efforts to cause recognize the service of each employee benefit plan Continuing Employee with the Company or program of its Affiliates before the Effective Time as if such service had been performed with Parent or its Affiliates (i) for purposes of eligibility and vesting under any employee benefit plans (including Parent’s 401(k) plan) and programs of the Parent, of the Surviving Corporation or any of their Affiliates (the “Surviving Corporation Plans”) in which the Continuing Employees and their eligible dependents are eligible to participate Employee participates after the Effective Time to take into account Time, and (ii) for benefit accrual purposes under any Surviving Corporation Plan that is a vacation or severance plan in which the Continuing Employee participates after the Effective Time; provided, that such recognition of service shall not apply for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off any plan or program) the service arrangement that is a defined benefit pension plan or that is grandfathered or frozen, either with respect to level of such Continuing Employees prior to the Effective Time with the Company benefits or participation or for any Company Subsidiary (including any predecessors thereto) as if such service were with Parent post-retirement health or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitswelfare plan. (c) Parent shall use commercially reasonable efforts With respect to cause each employee benefit any health and welfare plan maintained by the Surviving Corporation or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or programTime, a “New Plan”) the Surviving Corporation and its Affiliates shall use commercially reasonable efforts to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, conditions and exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements applicable to such employees to the extent such conditions and exclusions were satisfied or waiting periods that are already in effect did not apply to such employees under the welfare plans maintained by the Company or its Affiliates prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or out-of-pocket requirements to the extent applicable under any such New Planplan. (d) In Parent shall, or shall cause the event Surviving Corporation or its Affiliates to, assume and honor in accordance with their terms all Company Benefit Plans that are deferred compensation plans, agreements and arrangements, severance and separation pay plans, agreements and arrangements, and written employment, severance, retention, incentive, change in control and termination agreements (including any change in control provisions therein) applicable to employees of the Company, in the same manner and to the same extent that the Closing occurs prior Company would be required to perform and honor such plans, agreements and arrangements if the Company paying annual incentives in respect of the fiscal year in which the Closing occurstransactions contemplated by this Agreement had not been consummated including any right to amend or terminate such plans, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closingagreements and arrangements pursuant to their terms. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained Nothing in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, Agreement is intended to (i) shall be treated as an amendment or other modification of to any particular Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit prevent Parent from amending or terminating any of the right of Parent Benefit Plans or, after the Effective Time, any Company Benefit Plan in accordance their terms, (iii) prevent Parent, after the Effective Time, from terminating the employment of any Continuing Employee or (iv) create any third party beneficiary rights in any employee of the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit PlanSubsidiaries, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Persondependent thereof, including any Company Participant or any participant in collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Continuing Employee by Parent or the Company or Company Subsidiaries or under any of their respective Affiliatesbenefit plan which Parent or the Company or Company Subsidiaries may maintain.

Employee Matters. (a) Parent agrees that, during Until the period commencing at the Effective Time and ending on the first second anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Benefits Continuation Period”), the Surviving Corporation shall provide, or cause to be provided, for those employees of the Company and its Subsidiaries who continue as employees of the Surviving Corporation or any of its Subsidiaries during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), either (i) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable employee benefits substantially similar in the aggregate than those provided to such Continuing Employees the employee benefits in effect immediately prior to the Effective Time Time, (ii) Parent’s employee benefit plans on the same terms as similarly-situated employees of Parent and its Subsidiaries or (iii) a combination of (i) and (yii), in each case in the discretion of Parent. Until December 31, 2010, the Surviving Corporation shall provide, or cause to be provided, for Continuing Employees, compensation opportunities (including salary, wages and bonus opportunities but excluding equity incentive opportunities) other employee benefits that are substantially comparable similar in the aggregate to the benefits provided to such Continuing Employees compensation opportunities in effect immediately prior to the Effective Time (excludingTime. Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, for purposes or to restrict the right of determining Parent or the Surviving Corporation to terminate any such comparability, employee or to give any retention bonus, defined benefit pension person any right to any specific terms or retiree or post-employment welfare benefits, except to the extent required by applicable Law)conditions of employment. (b) Parent The Surviving Corporation shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements in any replacement or successor welfare benefit plan of Parent or the Surviving Corporation that a Continuing Employee is eligible to participate in following the Effective Time to the extent such exclusions or waiting periods that are already in effect were inapplicable to, or had been satisfied by, such Continuing Employee immediately prior to the Effective Time with respect to under the analogous Company Benefit Plan in which such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and participated, (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a the Effective Time (to the same extent such credit was given under the analogous Company Benefit Plan prior to such New Plan the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements requirements, and (iii) recognize service prior to the Effective Time with the Company and any of its Subsidiaries for purposes of eligibility to participate and vesting and level of benefits (but not for purposes of benefits accrual under any defined benefit pension plan) to the same extent such New Planservice was recognized by the Company or any of its Subsidiaries under the analogous Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent it would result in any duplication of benefits for the same period of service. (c) From and after the Effective Time, except as otherwise agreed in writing between Parent and a Company employee, Parent will cause the Surviving Corporation and its Subsidiaries to honor, in accordance with its terms (including any rights of amendment, modification or termination provided therein), (i) each existing employment, change in control, severance and termination protection plan or agreement between the Company or any of its Subsidiaries and any officer, director or employee, (ii) all obligations in effect as of the Effective Time under any bonus, bonus deferral and vacation plans, programs or agreements of the Company or any of its Subsidiaries and (iii) all obligations in effect as of the Effective Time pursuant to any outstanding retention or equity based plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation or similar plans, programs, agreements or arrangements of the Company or any of its Subsidiaries. (d) In With respect to matters described in this Section 6.6 (and the event that matters described in Section 1.7), the Closing occurs Company shall consult with Parent (and consider in good faith the advice of Parent) prior to sending any material notices or other material communication materials to its employees or former employees. Prior to the Effective Time, subject to applicable Law, the Company paying annual incentives shall provide Parent with reasonable access to such employees and contact information for former employees for purposes of Parent providing reasonable notices or other communication materials regarding Parent compensation and benefit plans and the matters described in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable this Section 6.6 (and the matters described in no event more than five (5) days) after Section 1.7), provided that such notices or other communication materials are reasonably approved in advance by the Closing DateCompany. (e) Notwithstanding anything herein to the contrary and without limiting contrary, any Continuing Employee who terminates employment during the generality of Section 9.07, period ending on the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit second anniversary of the parties, Effective Time shall be entitled to severance pay and that nothing benefits no less favorable than the severance pay and benefits such Continuing Employee would have been entitled to pursuant to the severance plans and arrangements in this Agreementeffect immediately prior to the Effective Time. (f) Nothing contained herein, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) subject to the requirements of this Section 6.6, shall limit the right of ParentParent or the Surviving Corporation or any of its Subsidiaries to amend, the Company or their respective Affiliates to terminate, amend terminate or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesClosing Date.

Employee Matters. (a) Parent agrees thatFor purposes of vesting, during eligibility to participate and levels of benefits under the period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment employee benefit plans of Parent and its Subsidiaries providing benefits to employees of the Surviving Corporation and its Subsidiaries (including the “Company and any Company SubsidiaryEmployees”) after the Effective Time (excluding defined benefit plans and equity and incentive compensation plans and arrangements) (the “Continuing EmployeesNew Plans”) ), each Company Employee shall receive (x) base salary be credited with his or wages (her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as applicable) and target annual incentive opportunities that are no less favorable such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan, policy or arrangement in the aggregate than those provided which such Company Employee participated or was eligible to such Continuing Employees participate immediately prior to the Effective Time, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. 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 New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (yii) other employee for purposes of each New Plan providing medical, dental, pharmaceutical, disability, hospital and/or vision benefits that are substantially comparable in the aggregate to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the benefits provided to extent such Continuing Employees conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time Time, unless such waiver is not permitted by Law or the insurance carriers for the New Plans (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage). Parent shall cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their any eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or expenses incurred by any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the portion of the plan year of and prior the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to any change in coverage from a Company Benefit Plan to be taken into account under such New Plan in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under applicable to such Company 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, unless it is not permitted by Law or the insurance carriers for the New Plans to take such amounts into account (it being understood that Parent shall use its commercially reasonable efforts to obtain such coverage). (db) In the event that the Closing occurs prior to the Company paying annual incentives No provision of this Agreement shall create any rights in respect of the fiscal year in which the Closing occursany employee, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closingor any beneficiary or dependents thereof. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained No provision in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) Agreement shall be treated as constitute an amendment or other modification of to any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatesagreement.

Employee Matters. (a) Parent agrees that, during the For a period commencing at of one (1) year following the Effective Time and ending on the first anniversary thereofTime, the Parent shall provide, or shall cause to be provided, to active employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the “Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) annual base salary or wages and base wages, cash incentive compensation opportunities and benefits (as applicable) and target annual incentive opportunities excluding equity-based compensation), that are no less favorable favorable, in the aggregate aggregate, than those such annual base salary and base wages, cash incentive compensation opportunities and benefits (excluding equity-based compensation) provided to such Continuing the Company Employees immediately prior to the Effective Time and Time; provided, however, that nothing in this Agreement shall prohibit the Surviving Corporation from, consistent with the Company’s past practice, terminating the employment of any employee of the Company or demoting any such employee (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided with a corresponding change, if applicable, to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension employee’s base salary or retiree or post-employment welfare wages and benefits, except to the extent required by applicable Law). (b) For purposes of vesting, eligibility to participate and levels of benefits (but not actual accrual) under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employee after the Effective Time (including the Company Plans) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, the Company shall use reasonable best efforts, to provide that (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time. Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their any eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or expenses incurred by any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the portion of the plan year of and prior the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to any change in coverage from a Company Benefit Plan to be taken into account under such New Plan in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under applicable to such Company 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. (dc) In the event that the Closing occurs prior to the Company paying annual incentives in respect The provisions of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 5.11 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express and no provision of this Section 5.11 is intended to, or impliedshall, (i) constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and no current or former employee or any other individual associated therewith shall be treated regarded for any purpose as an amendment a third party beneficiary of the Agreement or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit have the right of Parent, to enforce the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatesprovisions hereof.

Employee Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its the Parent Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary or wages (as applicable) and ), target annual incentive opportunities and, solely with respect to the value thereof, long-term incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 6.13 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, during as of the period commencing at Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time and ending on or if there was not comparable Plan in place prior to the first anniversary thereofEffective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the employees Surviving Corporation or any Affiliate of the Company Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the Company Subsidiaries who remain in application of any pre-existing condition limitations under such plan to the employment of Parent extent that such requirements and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary limitations were satisfied or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees waived under a comparable Plan immediately prior to the Effective Time Time, and (yii) other employee benefits that are substantially comparable in the aggregate cause each Continuing Employee to the benefits provided to be given credit under such plan for all amounts paid by such Continuing Employees immediately prior to Employee under any similar Company Plan for the Effective Time (excluding, plan year in which such participation commences for purposes of determining applying deductibles, co-payments and out-of-pocket maximums as though such comparabilityamounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, any retention bonusthe Surviving Corporation or such Affiliate, defined benefit pension or retiree or post-employment welfare benefitsas applicable, except to the extent required by applicable Law)for such plan year. (b) Parent shall use commercially reasonable efforts cause the Surviving Corporation to cause honor each employee benefit plan or program of Parent or its Affiliates the Plans set forth on Section 7.04(b) of the Company Disclosure Schedule in which Continuing Employees accordance with their terms and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior subject to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsconditions set forth therein. (c) Nothing in this Agreement shall modify or amend any Plan or other agreement, plan, program or document. Nothing in this Section 7.04 shall obligate Parent shall use commercially reasonable efforts or the Surviving Corporation to cause each employee benefit plan or program that is a group health plan employ any person for any period of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate time after the Effective Time (each such employee benefit plan or programTime, a “New Plan”) and this Section 7.04 shall not be construed to (i) waivelimit the ability of Parent to alter the terms and conditions of, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07terminate, the parties hereby acknowledge and agree that all provisions contained employment of any person. Nothing in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) 7.04 shall be treated construed as an amendment or other modification of giving any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement Person (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant Continuing Employee or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) any right, remedy or (B) claim under or in respect of this Section 7.04. Nothing contained in this Section 7.04 shall be construed to continued employment with Parent or restrict in any way the Company ability of Parent, the Surviving Corporation or any of their respective AffiliatesAffiliates to (i) amend, terminate or modify the duties, responsibilities or employment of any Continuing Employee, (ii) amend, terminate or modify any Plan or any compensation or benefit arrangement or any other employee benefit plans or programs maintained by Parent, the Surviving Corporation or their Affiliates at any time or from time to time, or (iii) grant any employee any special right for compensation.

Employee Matters. (a) Parent agrees that, during that each employee of the period commencing Company and its Subsidiaries at the Effective Time and ending on the first anniversary thereof, the employees of who continues to remain employed with the Company and the Company Subsidiaries who remain in the employment or any of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (collectively, the “Continuing Employees”) shall receive shall, from the Effective Time through December 31, 2018 (xthe “Continuation Period”), be provided with (i) an annual base salary or wages (as applicable) base wage and target annual incentive compensation opportunities (excluding equity and long-term incentive compensation) that are are, in each case, no less favorable in the aggregate than those provided to such Continuing Employees Employee immediately prior to the Effective Time and (yii) other employee benefits that are substantially comparable similar in the aggregate to the employee benefits provided to such the Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except Time. Notwithstanding anything contained herein to the extent required by applicable Law)contrary, from the Effective Time until the one year anniversary of the Closing Date, Parent shall continue to maintain or cause to be maintained, without amendment, the Company Plans set forth in Schedule 7.16(a) of the Company Disclosure Letter and shall provide, or cause to be provided, to each Continuing Employee in accordance with the terms thereof, the payments and benefits specified therein. (b) Following the Closing Date, Parent shall use commercially reasonable best efforts to cause each any employee benefit plan plans sponsored or program maintained by Parent or the Surviving Corporation or their Subsidiaries in which the Continuing Employees are eligible to participate following the Closing Date (collectively, the “Post-Closing Plans”) to (i) waive any pre-existing conditions or limitations and eligibility waiting periods under any such Post-Closing Plans that are group health plans of Parent or its Affiliates in which with respect to the Continuing Employees and their eligible dependents are eligible to participate after dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time to take into account occurs towards applicable co-payments, deductibles and annual out-of-pocket limits for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees medical expenses incurred prior to the Effective Time for which payment has been made, and (iii) give each Continuing Employee service credit for such Continuing Employee’s employment with the Company or any Company Subsidiary (including any predecessors thereto) and its Subsidiaries for purposes of vesting, level of benefits and eligibility to participate under each applicable Post-Closing Plan, as if such service were had been performed with Parent (except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits, or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any a duplication of benefits). (c) If requested in writing by Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates at least ten (including the Company or any Company Subsidiary10) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect Business Days prior to the Effective Time with respect to such Continuing the extent permitted by Applicable Law and the terms of the applicable plan or arrangement, the Company will cause the Company’s Employee under the comparable Company Benefit Savings Plan and the PHH Home Loans Savings Plan (the “Company 401(k) Plans”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plans be terminated, (i) the Company shall provide Parent with evidence that such plans have been terminated (the form and substance of which shall be subject to review and approval by Parent) not been satisfied as of later than three (3) days immediately preceding the Effective Time and (ii) provide Parent shall permit each eligible Continuing Employee to, as of the Effective Time, become a participant in a Parent 401(k) plan constituting an “eligible retirement plan” (within the meaning of Section 401(a)(31) of the Code) (the “Parent 401(k) Plan”) and make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including, to the extent permitted by the relevant Parent 401(k) Plan, all participant loans) in cash or notes (in the case of participant loans and to the extent permitted by the Parent 401(k) Plan) in an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during from such Company 401(k) Plans to the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Parent 401(k) Plan. (d) In the event that Following the Closing occurs Date, Parent shall provide credit to each Continuing Employee for accrued unused sick leave and/or accrued unused paid time off (“PTO”) in the amount available to such Continuing Employee immediately prior to the Company paying annual incentives Effective Time, in respect accordance and subject to the terms of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement applicable sick leave and/or PTO policy of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateCompany. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions Nothing contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, Agreement is intended to (i) shall be treated as an amendment or other modification of any particular Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of prevent Parent, the Company Surviving Corporation or any of their respective Affiliates to terminatefrom amending or terminating any of their benefit plans or, amend or otherwise modify after the Effective Time, any Company Benefit PlanPlan in accordance with their terms, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall prevent Parent, the Surviving Corporation or any of their Affiliates, after the Effective Time, from terminating the employment of any Continuing Employee, or (iv) create any third-party beneficiary or other right (A) rights in any other Persondirector, including any Company Participant officer or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent, the Surviving Corporation or any of their respective AffiliatesAffiliates or under any benefit plan which Parent, the Surviving Corporation or any of their Affiliates may maintain.

Employee Matters. (a) Parent agrees that, during until the period commencing at the Effective Time and ending on the first anniversary thereof, the employees later of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) date which is 6 months after the Effective Time (or December 31, 2003, the “Continuing Employees”) Company shall receive (x) base salary honor in accordance with their respective terms and, on and after the Effective Time, Parent shall cause the Surviving Corporation to honor, without offset, deduction, counterclaim, interruption or wages (as applicable) and target annual incentive opportunities deferment, all Company Benefit Plans to the extent the Company Benefit Plans are not superseded by other plans, agreements or other arrangements; provided that any such superseding plans, agreements or other arrangements are at least no less favorable favorable, in the aggregate than those provided aggregate, to such Continuing Employees the employees and former employees as the Company Benefit Plans in effect immediately prior to the Effective Time time of acceptance for payment of, and (y) other employee benefits that are substantially comparable in the aggregate payment for, any Shares pursuant to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excludingOffer. Parent acknowledges that, for the purposes of determining certain of the Company Benefit Plans set forth in Schedule 4.01(j)(vii) of the Company Disclosure Schedule, the consummation of the Offer or the Merger or stockholder approval of the Merger (depending upon the terms of the applicable plan or agreement) will constitute a "change in control" of the Company (as such comparabilityterm is defined in such plans and agreements). Parent agrees to cause the Surviving Corporation, after consummation of the Offer, to pay all amounts provided under such Company Benefit Plans in accordance with their respective terms and to honor, and to cause the Surviving Corporation to honor, all rights, privileges and modifications to or with respect to any retention bonus, defined benefit pension or retiree or post-employment welfare benefitssuch Company Benefit Plans that become effective as a result of such change in control, except to the extent required that such payments are to be made pursuant to Company Benefit Plans listed in Schedule 4.01(j)(vii) of the Company Disclosure Schedule that are superseded by applicable Law)agreements with individuals that become effective prior to, or at the Effective Time. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program agrees that, until the later of Parent or its Affiliates in the date which Continuing Employees and their eligible dependents are eligible to participate is 6 months after the Effective Time or December 31, 2003, it shall, or shall cause the Surviving Corporation to, provide employee pension and welfare plans for the benefit of employees and former employees of the Company that, in the aggregate, are at least no less favorable to take into account such employees and former employees as the Company Benefit Plans in effect immediately prior to the time of acceptance for purposes payment of, and payment for, any Shares pursuant to the Offer. To the extent any benefit plan of vesting Parent (or any plan of the Surviving Corporation) shall be made applicable to any employee or former employee of the Company, Parent shall, or shall cause the Surviving Corporation to, as the case may be, grant to employees and eligibility (and former employees of the Company credit for purposes of benefit accrual under each vacation and other paid time off plan or program) service with the service of such Continuing Employees Company prior to the Effective Time with for the Company or any Company Subsidiary purposes of determining eligibility to participate and the employee's nonforfeitable interest in benefits thereunder and, unless a duplication of benefits would thereby result, for calculating benefits (including any predecessors theretobenefits the amount or level of which is determined by reference to an employee's vesting service) as if such service were with Parent or its Affiliatesthereunder. In addition, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiaryplan of the Surviving Corporation) which constitutes a "Welfare Plan," as defined in which Continuing Employees are eligible Section 4.01(j) hereof, shall be made applicable to participate after any employee or former employee of the Effective Time (each such employee benefit plan Company, Parent shall, or programshall cause the Surviving Corporation to, a “New Plan”) to as the case may be, (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, condition exclusions and waiting periods with respect otherwise applicable to participation employees and coverage requirementsformer employees of the Company, other than except to the extent any such limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that Plans have not been satisfied as of the Effective Time date such plan is made so applicable and (ii) provide such Continuing Employee credit each employee and his or her covered dependents with credit former employee of the Company for any co-payments payments, co-insurance, and deductibles paid during the plan year of and by such employee or former employee under comparable Company Benefit Plans prior to the date such plan is made so applicable. Nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation to amend or terminate any change in coverage from a Company Benefit Plan to such New Plan in satisfying or any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement agreement or agreement policy or as requiring the Surviving Corporation or Parent to offer to continue (or an undertaking to amend other than as required by its terms) any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued written employment with Parent or the Company or any of their respective Affiliatescontract.

Employee Matters. (a) Parent agrees that, during The following provisions shall apply with respect to the period commencing at compensation and benefits to be provided after the Effective Time in respect of each individual who is employed as of the Effective Time by the Company or a Subsidiary thereof (a “Company Employee”): (i) The Company and ending on Parent have agreed that, consistent with the first anniversary thereof, the employees current practices of the Company and Parent, the Company Subsidiaries and Parent will seek after the Effective Time to attract and retain superior quality executive, managerial, technical and administrative personnel in every market in which they conduct activities and will generally implement compensation and benefit plans and policies necessary or appropriate to achieve this objective. It is the specific intention that, in each of the markets in which they operate, the compensation and benefit programs of the Company and Parent will be competitive with those provided generally in their industry, both with respect to the type and variety of programs as well as the level of benefits afforded. (ii) Without limiting the generality of clause (i) above, except as otherwise expressly set forth herein, and subject to applicable Law and any obligations under any collective bargaining agreement, the Company and Parent agree that, until the first anniversary of the Closing Date, Parent shall cause each Company Employee who remain in the employment remains employed by Parent or any of Parent and its Subsidiaries (including the Company and Surviving Corporation or any Company Subsidiaryof its Subsidiaries) after the Effective Time to be provided with (the “Continuing Employees”) shall receive (xA) base compensation (salary or wages (wages, as applicable) and target annual incentive opportunities that are no post-termination severance pay, in each case, not less favorable than the level in the aggregate than those provided to effect for such Continuing Employees Company Employee as of immediately prior to the Effective Time Time, (B) target annual cash incentive compensation opportunities and target long-term incentive (equity-based) compensation opportunities each not less than that in effect for such Company Employee as of immediately prior to the Effective Time, and (yC) other employee benefits (including defined benefit retirement plan participation under the cash balance portion of the Company Retirement Plan and defined contribution retirement plan participation but excluding any other defined benefit pension and any change in control and other severance benefits) that are substantially comparable in the aggregate to the benefits those provided to such Continuing Employees Company Employee immediately prior to the Effective Time; provided that Parent agrees to maintain the following benefits without reduction or any other material changes except as required for compliance with tax qualification or other requirements under applicable Law: (I) for the period beginning at the Closing Date and ending on the first anniversary of the Closing Date, defined benefit pension benefits under the cash balance portion of the Company Retirement Plan; and (II) for the period beginning at the Closing Date and ending on December 31, 2025, retiree health and life insurance benefits for those individuals who are participants in the Company’s or its Subsidiary’s retiree health and life insurance benefits as of immediately prior to the Effective Time (excludingand individuals who become eligible to participate in such retiree health and life insurance benefits during the period beginning at the Closing Date and ending on December 31, for purposes 2025. For each Company Employee covered by a change in control severance plan of determining such comparability, the Company or any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except of its Subsidiaries immediately prior to the extent required by applicable Law)Effective Time, such coverage shall continue in accordance with the terms of such plan immediately prior to the Effective Time until the first to occur of (x) the employee’s separation from service, (y) the employee’s voluntary waiver of such benefit, and (z) the second anniversary of the Closing Date. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees From and their eligible dependents are eligible to participate after the Effective Time Time, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries, as applicable, to take into account credit the Company Employees for purposes of vesting and eligibility (and to participate and, solely for purposes of benefit accrual under each vacation and other paid time off plan or program) the service policies, severance plans and policies and disability plans and policies, determining levels of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time benefits under the comparable Company Benefit Plan; provided that no such crediting of service shall be required Parent Plans (other than to the extent it would result in any a duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing the Company Employees are may be eligible to participate after the Effective Time Time, for such Company Employees’ service with the Company and its Subsidiaries, to the same extent and for the same purposes that such service was taken into account under a corresponding Company Plan immediately prior to the Effective Time. (each such employee benefit plan c) From and after the Effective Time, Parent shall, or programshall cause the Surviving Corporation and its Subsidiaries, a “New Plan”) as applicable, to take commercially reasonable efforts to (i) waivecause each Company Employee to be immediately eligible to participate, or cause without any waiting time, in any and all Parent Plans to the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and extent coverage requirements, other than limitations or waiting periods that are already under such Parent Plan replaces coverage under the comparable Company Plan in effect which such Company Employee participated immediately prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and Time, (ii) provide such Continuing waive any limitation on health and welfare coverage of any Company Employee and his or her eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable health and welfare Parent Plan to the extent such Company Employee and his or her eligible dependents are covered dependents with under a Company Plan immediately prior to the Effective Time, and such conditions, periods or requirements were satisfied or waived under such Company Plan and (iii) give each Company Employee credit for any co-payments and deductibles paid during the plan year of in which the Closing Date occurs towards applicable deductibles, coinsurance and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or annual out-of-pocket requirements limits for expenses incurred prior to the Closing Date for which payment has been made under the applicable Company Plan for purposes of satisfying all deductibles, coinsurance and annual out-of-pocket limits applicable to such New Company Employee and his or her eligible dependents under the applicable Parent Plan for the applicable plan year as if such amounts had been paid in accordance with such Parent Plan. (d) In Except as otherwise expressly provided in this Agreement, from and after the event that Effective Time, Parent shall honor, and shall cause its Subsidiaries (including the Closing occurs prior Surviving Corporation) to honor, in accordance with its terms (including terms related to the amendment or termination thereof), the Company paying annual incentives Plans and each employment, severance, retention, change in respect control and termination arrangement between the Company or any of its Subsidiaries, and any current or former officer, director or employee of any such company, to the fiscal year extent such terms are in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based effect on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Datedate hereof. (e) Notwithstanding anything herein It is acknowledged and agreed that the consummation of the transactions contemplated hereby will constitute a “change of control” (or “change in control” or transaction of similar import) for purposes of all Company Plans, policies, programs or agreements (including, but not limited to severance plans and award agreements under the Company Stock Plan that include the term “change in control” or “change of control”, as applicable). (f) To the extent permitted by applicable Law, the Company shall provide Parent with a true, complete and correct list of the following with respect to (i) each employee of the Company or a Subsidiary thereof: name, employer, title, hire date, work location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), service dates (rehire date, vacation eligibility date, service credit date, if different from initial date of hire, and experience date), visa requirements, name of person to whom each employee reports, current detailed organization chart of employees, eligibility for any location premiums, eligibility for legacy retirement benefit, eligibility for retiree medical benefits, whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus and long-term incentive grant received and current annual bonus opportunity and long-term incentive opportunity, which shall be provided not later than thirty (30) Business Days following the date of this Agreement; (ii) each former employee of the Company or a Subsidiary thereof currently receiving or eligible to receive retiree health and welfare benefits: name, retirement date, expected date retiree coverage will end, and coverage level, which shall be provided not later than thirty (30) Business Days following the date of this Agreement; and (iii) each individual independent contractor whose engagement involves providing material services to the contrary Company: name, entity for which services are provided, services provided, service commencement date, rate of compensation and without limiting scheduled termination date, which shall be provided not later than thirty (30) Business Days following the generality date of Section 9.07, the parties hereby acknowledge and agree that all provisions contained this Agreement. (g) Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any Company Plan or any Parent Plan or any other benefit or compensation plan, program, policy, agreement or arrangement sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 6.10 6.9 are included for the sole benefit of the partiesParties and nothing herein, and that nothing in this Agreement, whether express expressed or implied, is intended or will be construed to confer upon or give to any Person (i) shall be treated as an amendment including, for the avoidance of doubt, any Company Employee or other modification current or former employee of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates), other than the Parties and their respective permitted successors and assigns, any third-party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Agreement. Nothing in this Agreement is intended to prevent Parent, the Surviving Corporation or any of their Affiliates (i) from amending or terminating any of their respective Employee Benefit Plans or, after the Effective Time, any Company Plan in accordance with their terms or any other benefit or compensation plan, program, policy, agreement or arrangement (ii) after the Effective Time, from terminating the employment of any Company Employee.

Employee Matters. (a) For a period of twelve (12) months following the Closing Date, Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, the employees shall cause each individual who is employed as of the Company and time immediately prior to the Closing Date by the Company Subsidiaries or a Subsidiary thereof (a “Company Employee”) and who remain in the employment remains employed by Parent or any of Parent and its Subsidiaries (including the Company and Surviving Corporation or any Company Subsidiaryof its Subsidiaries) after the Effective Time to be provided with (the “Continuing Employees”) shall receive (xi) base compensation (salary or wages (wages, as applicable), that is no less favorable than that in effect for such Company Employee immediately prior to the Closing Date, (ii) and target annual incentive cash bonus opportunities at targets that are no less favorable in the aggregate than those provided to in effect for such Continuing Employees Company Employee immediately prior to the Effective Time Closing Date and (yiii) other employee retirement and health and welfare benefits that are substantially comparable in the aggregate to those provided by the benefits provided Parent or its Subsidiaries to such Continuing Employees similarly situated employees of the Parent and Subsidiaries immediately prior to the Closing Date. (b) From and after the Effective Time (excludingTime, as applicable, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to credit the Company Employees for purposes of determining such comparabilityvesting, eligibility and benefit accrual under the Parent Plans (other than (i) for benefit accrual purposes under any retention bonus, “defined benefit pension or plan” as defined in Section 3(35) of ERISA, (ii) any long term incentive plan, and (iii) for eligibility purposes under any retiree medical benefits or post-employment welfare benefitsarrangement, except to the extent required by applicable Law). or (biv) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any a duplication of benefits) in which the Company Employees participate, for such Company Employees’ service with the Company and its Subsidiaries, to the same extent and for the same purposes that such service was taken into account under a corresponding Company Plan immediately prior to the Closing Date. (c) From and after the Effective Time, as applicable, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to use commercially reasonable efforts to cause each employee benefit plan or program that is a group to(i) waive any limitation on health plan and welfare coverage of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable health and welfare Parent Plan to the extent such Company Employee and his or her eligible dependents are covered dependents with under a Company Plan immediately prior to the Closing Date, and such conditions, periods or requirements are satisfied or waived under such Company Plan and (ii) give each Company Employee credit for any co-payments and deductibles paid during the plan year of in which the Closing Date occurs towards applicable deductibles and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or annual out-of-pocket requirements under such New Planlimits for medical expenses incurred and contributions to flexible spending accounts prior to the Closing Date for which payments or contributions have been made, in each case, to the extent permitted by the applicable insurance plan provider. (d) In From and after the event that Effective Time, Parent shall cause the Closing occurs Surviving Corporation and its Subsidiaries, to honor their respective obligations under all employment, severance, retention, bonus, change in control, and other agreements, if any, between the Company (or a Subsidiary thereof) and any individual employed on or prior to the Closing Date by the Company paying annual incentives in respect or a Subsidiary thereof. (e) For purposes of determining the fiscal number of vacation days and other paid time off to which each Company Employee is entitled during the calendar year in which the Closing occurs, each participant in a Parent will cause the Surviving Corporation or one of its Subsidiaries to honor all unused vacation and other paid time off days accrued or earned by such Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed Employee as of the Closing Date for the calendar year in which the Closing Date occurs. Company Employees shall continue to accrue vacation and other paid time off consistent with applicable policies of the Company and its Subsidiaries following the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable . (and in no event more than five f) If requested by Parent at least ten (510) days) after Business Days prior to the Closing Date, the Company shall take all actions necessary to cause the Company to terminate the Company’s tax-qualified defined contribution 401(k) retirement plan (the “Company 401(k) Plan”), or cause such plan to be terminated, effective as of no later than the day immediately preceding the Closing Date, and contingent upon the occurrence of the Closing, and provide that participants in the Company 401(k) Plan shall become fully vested in any unvested portion of their Company 401(k) Plan accounts as of the date such plan is terminated. If such request to terminate the Company 401(k) Plan is made, the Company shall provide Parent with evidence that the Company 401(k) Plan has been terminated (effective no later than immediately prior to the Closing Date and contingent on the Closing) pursuant to resolutions of Company. The form and substance of such resolutions shall be subject to prior review by Parent. (eg) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained Nothing in this Agreement shall constitute an amendment to, or be construed as amending, any Employee Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 6.10 6.8 are included for the sole benefit of the partiesParties and nothing herein, and that nothing in this Agreement, whether express expressed or implied, is intended or will be construed to confer upon or give to any Person (i) shall be treated as an amendment including, for the avoidance of doubt, any Company Employee or other modification current or former employee of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates), other than the Parties and their respective permitted successors and assigns, any third-party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.8) under or by reason of any provision of this Agreement.

Employee Matters. (a) Parent agrees that, during the period commencing at From and after the Effective Time and ending on the first anniversary thereofTime, the employees Company shall, and 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 Effective Time, Parent shall provide, or shall cause to be provided, to each employee of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after as of the Effective Time (the each, a “Continuing EmployeesCompany Employee”) shall receive (xi) base salary salaries or wages (wage rates, as applicable) and target annual incentive opportunities that , that, in each case, are no less favorable in the aggregate than those were provided to such Continuing Employees the Company Employee immediately prior to before the Effective Time and (yii) other employee benefits that are substantially comparable in the aggregate to the benefits either (A) those that were provided to the Company Employees immediately before the Effective Time or (B) those provided to similarly situated employees of Parent. Notwithstanding any other provision of this Agreement to the contrary, (x) Parent shall or shall cause the Surviving Company to provide the Company Employees whose employment terminates during the one-year period following the Effective Time with severance benefits that are no less favorable than were provided to the Company Employees immediately before the Effective Time and (y) any such Continuing Employees severance benefits shall be determined without regard to any reduction following the Effective Time in base salary or base wage rates. (b) For purposes of vacation eligibility and participation in long-service award programs of Parent, each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries (but not any predecessor) to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time Time; provided that (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except i) the foregoing shall not apply to the extent required by applicable Law). that its application would result in a duplication of benefits and (bii) Parent shall not be obligated to provide credit for service with the Company or any of its Subsidiaries for any other purpose. Parent shall use its commercially reasonable efforts to cause any eligible expenses incurred by each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the portion of the plan year in which the Effective Time occurs to be taken into account for purposes of satisfying such year’s deductible, coinsurance and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable employee welfare benefit plan in which they will be eligible to participate from and after the Effective Time, to the extent credited under such New Planthe employee welfare benefit plans maintained by the Company prior to the Effective Time. (c) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Company Benefit Plans will occur at or prior to the Effective Time, as applicable. (d) In the event that the Closing occurs At or prior to the Effective Time, the Company paying annual incentives in respect shall terminate each “health reimbursement account” within the meaning of the fiscal year in which the Closing occurs, each participant in a applicable Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on in accordance with the achievement terms of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Dateplan. (e) Notwithstanding anything herein to the contrary and without Without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in of this Section 6.10 6.14 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express and no current or impliedformer director, (i) officer, employee or independent contractor or any other Person shall be treated a third-party beneficiary of this Agreement. Nothing herein shall be construed as an amendment or other modification of to any Company Parent Benefit Plan, Company Collective Bargaining Agreement, New Benefit Plan or other employee compensation or benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement)arrangement for any purpose or as prohibiting or limiting the ability of Parent to amend, (ii) shall limit the right modify or terminate any plans, programs, policies, agreements, arrangements or understandings of Parent, the Company or their respective Affiliates Parent. Nothing herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent to terminatecontinue any specific plans or to continue the employment, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in changes to the terms and conditions of the employment, of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatesspecific person.

Employee Matters. (a) From and after the Effective Time, Parent agrees thatwill, during and will cause the period commencing Surviving Corporation and its Subsidiaries to, honor, in accordance with their terms all collective bargaining agreements as set forth in Section 3.07(g) of the Company Disclosure Schedule and any existing supplemental pension arrangements, deferred compensation plans, agreements and arrangements, existing severance and separation pay plans, agreements and arrangements and existing employment, incentive, retention, severance and change of control agreements between the Company or any Company Subsidiaries and any officer, director or employee of the Company or any Company Subsidiaries specified in Section 3.07(a) of the Company Disclosure Schedule. From and after the Effective Time, Parent will cause the Surviving Corporation and its Subsidiaries to assume expressly and agree to perform each agreement with an individual specified in Section 3.07(a) of the Company Disclosure Schedule in the same manner and to the same extent that the Company would be required to perform it if the Merger had not taken place. (b) From and after the Effective Time and until the first anniversary of the Effective Time, Parent will, and will cause the Surviving Corporation and its Subsidiaries to provide to each individual who is employed by any such entity at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries with (including the Company and any Company Subsidiaryi) after the Effective Time (the “Continuing Employees”) shall receive (x) base an annual salary or wages (hourly wage rate, as applicable) , and target annual incentive cash bonus opportunities that are no less favorable to such individual than the salary or wage rate and annual cash bonus opportunities provided to such individual by the Company or Company Subsidiaries immediately prior to the Effective Time, (ii) continuation of coverage under the Company’s tax qualified and welfare benefit plans or arrangements, or alternatively, comparable benefits under a different plan or plans; provided, in either case, that the individual be provided with benefits that are no less favorable to the individual in the aggregate than those provided to such Continuing Employees in effect immediately prior to the Effective Time Time, and (yiii) all other employee benefits that are substantially comparable compensation and benefit plans no less favorable, in the aggregate to aggregate, than those currently provided by the benefits provided to such Continuing Employees immediately Company and Company Subsidiaries or, as applicable, in accordance with the terms and conditions of any applicable collective bargaining agreement, excluding any equity-based plans, programs or arrangements. (c) Parent will, and will cause the Surviving Corporation to, cause service rendered by employees of the Company and Company Subsidiaries prior to the Effective Time (excludingto be taken into account for all purposes, including vesting, participation, eligibility, benefit accrual and benefit determination purposes under employee benefit plans of Parent, the Surviving Corporation and their respective Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plan for those purposes; provided, however, that such service shall not be credited for benefit accrual purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent that such credit would result in a duplication of benefits, and shall not be required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and be credited for purposes of benefit accrual under each vacation a defined benefit pension plan of Parent or for purposes of providing post-retirement medical or life insurance benefits under any plan of Parent. Employees of the Company and other paid time off Company Subsidiaries will not be subject to any pre-existing condition limitation and waiting periods under any health plan of Parent, the Surviving Corporation or program) their Subsidiaries for any condition for which they would have been entitled to coverage under the service of such Continuing Employees corresponding Company Plan in which they participated prior to the Effective Time with Time. Parent will, and will cause its Subsidiaries and the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent Surviving Corporation and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each Subsidiaries to, give such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to employees credit under such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit plans for any co-payments made, and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plansatisfied prior to the Effective Time. (d) In To the event that extent practicable, the Closing occurs prior Company and Company Subsidiaries will consult with Parent with respect to any communication intended to be broadly circulated to any of their respective employees relating to the Company paying annual incentives transactions contemplated hereby and, in respect any event, shall promptly provide Parent with a copy of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Datewritten or electronic communication. (e) Notwithstanding anything herein to The parties agree that the contrary and without limiting consummation of the generality transactions contemplated by this Agreement shall constitute a change in control for all purposes of all Company Plans. The parties further agree that for purposes of this Section 9.076.08(e), the parties hereby acknowledge term “change in control” shall include all equivalent terms as required by context (by way of illustration and agree that all provisions contained in this Section 6.10 are included for the sole benefit not limitation, “Change of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangementControl”), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees thatFor a period ending not earlier than 12 months following the Closing Date, during the period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company its Subsidiaries who remain in the continue their employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Affected Employees”) shall receive be provided with employee benefits under either (xi) base salary the employee benefit programs applicable to similarly situated employees of Parent or wages (as applicableii) and target annual incentive opportunities that are no less favorable in the aggregate than those provided employee benefit programs applicable to such Continuing Affected Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable Time, as determined in the aggregate to sole discretion of Parent. Parent shall, and shall cause the benefits provided to such Continuing Employees Surviving Corporation to, honor and pay from and after the Effective Time any bonus payment obligations of the Company and each Subsidiary of the Company properly accrued on the Company’s financial statements in accordance with GAAP for the Company’s fiscal year (or any portion thereof) ending with or before the Effective Time under bonus plans of the Company and each Subsidiary in accordance with their terms as in effect immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Parent shall use commercially reasonable efforts With respect to cause each any benefit plan, program, arrangement (including any “employee benefit plan” (as defined in Section 3(3) of ERISA) and any vacation program), Parent shall, and shall cause the Surviving Corporation to, recognize the service with the Company and its Subsidiaries (and any of their predecessors) prior to the Effective Time of Affected Employees for purposes of eligibility, vesting, level of benefits and benefit accruals under such plan or program program, except with respect to any defined benefit pension plan and to the extent such recognition would result in a duplication of Parent or its Affiliates benefits. (c) With respect to any welfare plan in which Continuing Employees employees of the Company and its Subsidiaries and their eligible covered dependents are eligible to participate after the Effective Time Time, Parent shall, and shall cause the Surviving Corporation to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliatesuse reasonable best efforts to, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such employees and covered dependents to the extent such conditions were satisfied, other than limitations inapplicable or waiting periods that are already in effect waived under the welfare plans of the Company and its Subsidiaries prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time Time, and (ii) provide each such Continuing Employee employee and his or her covered dependents dependent with credit for any co-payments payments, deductibles and deductibles maximum out-of pocket requirements paid during the plan year of and or incurred prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or maximum out-of-pocket requirements to the extent applicable under any such New Planplan. (d) In From and after the event that Effective Time, Parent shall, or shall cause the Closing occurs Surviving Corporation to, honor all obligations of the Company under the Company Compensation and Benefit Plans, Company Non-U.S. Compensation and Benefit Plans and compensation and severance arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time; provided that, subject to the requirements of Section 6.16(a), nothing herein shall prohibit the Surviving Corporation from amending or terminating any particular Company paying annual incentives Compensation and Benefit Plan or Company Non-U.S. Compensation and Benefit Plan to the extent permitted by its terms or applicable Laws. Notwithstanding any other provision of this Agreement to the contrary, Parent shall, or shall cause the Surviving Corporation to, provide Affected Employees whose employment terminates during the 12 month period following the Effective Time who are not (i) parties to individual agreements providing severance or termination benefits or (ii) entitled to severance or termination benefits under the 2007 change in respect control severance arrangement or the Company’s 2010 Change of Control Plan (it being agreed that all Affected Employees described in clauses (i) and (ii) shall be entitled to severance or termination benefits in accordance with their individual agreements or the Company’s plans, arrangements or policies, as applicable), with severance benefits at levels no less than and pursuant to the terms of either (i) the Company’s severance policy described in Section 6.16(d) of the fiscal year Company Disclosure Letter as in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based effect on the achievement date hereof or (ii) under Parent’s severance policy, as determined in the sole discretion of the target level of performanceParent, which bonus and such severance benefits shall be prorated based on determined taking into account the number of days service crediting provisions set forth in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateSection 6.16(b). (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07foregoing, the parties hereby acknowledge and agree that all provisions contained nothing in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) 6.16 shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking deemed to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Planrequirement under any federal, Company Collective Bargaining Agreementstate, New Plan local or other employee benefit planforeign law, program, policy, arrangement statute or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) ordinance with respect to continued employment with Parent or the Company or any of their respective Affiliatesmatters.

Employee Matters. (a) Parent agrees that, during the For a period commencing at of one (1) year following the Effective Time and ending on the first anniversary thereofTime, the Parent shall provide, or shall cause to be provided, to those employees of the Company and the Company its Subsidiaries who remain in continue to be employed by the employment of Parent and its Subsidiaries (including the individually, “Company Employee” and any collectively, “Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (xi) annual base salary or base wages (as applicable) and target annual short-term cash incentive compensation opportunities that are no less favorable in substantially comparable, respectively, to the aggregate than those annual base salary or base wages and short-term cash incentive compensation opportunities provided to such Continuing Company Employees immediately prior to the Effective Time and (yii) other employee benefits (excluding equity-based compensation) that are substantially comparable comparable, in the aggregate aggregate, to the such benefits (excluding equity-based compensation) provided to such Continuing Employees immediately prior similarly situated employees of Parent and its Subsidiaries; provided, however, that nothing in this Agreement, express or implied, is intended to confer upon any Company Employee any right to continued employment for any period or shall prohibit the Effective Time (excluding, for purposes Parent or its Subsidiaries from terminating the employment of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Company Employee. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program For purposes of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible vesting, eligibility to participate after the Effective Time to take into account for purposes and levels of vesting and eligibility benefits (and for purposes of but not benefit accrual under each vacation and other paid time off plan or programany defined benefit plan) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan plans of Parent and its Affiliates (including the Company or any Company Subsidiary) Subsidiaries in which Continuing Company Employees are first become eligible to participate after the Effective Time (each such employee benefit plan or program, a including the Company Plans) (the “New PlanPlans”) ), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to (i) waivethe same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Plan in which such Company Employee participated or cause the waiver of, all limitations as was eligible to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect participate immediately prior to the Effective Time Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Parent shall use its commercially reasonable efforts to cause (i) each Company Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such Continuing New Plan is replacing comparable coverage under a Company Plan in which such Company Employee under the comparable Company Benefit Plan and that have not been satisfied as of participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) provide for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such Continuing New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time. Parent shall cause any eligible expenses incurred by any Company Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the portion of the plan year of and prior the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to any change in coverage from a Company Benefit Plan to be taken into account under such New Plan in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under applicable to such Company 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. (dc) In The Company shall take (or cause to be taken) all action necessary or appropriate to terminate, effective no later than the event that day immediately preceding the Closing occurs Date, any Company Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (the “401(k) Plans”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan by providing the Company with written notice of such election (an “Election Notice”) at least ten days before the Closing Date. Unless Parent timely provides an Election Notice to the Company, the Company shall deliver to Parent prior to the Company paying annual incentives in respect Effective Time, evidence that the Company’s board of directors has validly adopted resolutions to terminate the fiscal year in which 401(k) Plans (the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement form and substance of the target level of performance, which bonus such resolutions shall be prorated based on subject to review and approval of Parent), effective no later than the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after date immediately preceding the Closing Date. Parent shall cause a plan intended to qualify under Section 401(k) of the Code to accept rollovers from any 401(k) Plan. (d) Prior to the Closing, the Parent and the Company shall cooperate in good faith to develop appropriate communications to employees of the Company and its Subsidiaries. Prior to making any written or material broad-based oral communications to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to the effect upon employment, compensation or benefit matters that will result as a consequence of the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any such mutually agreeable communication. (e) Notwithstanding anything herein to the contrary and without limiting the generality The provisions of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 5.11 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express and no provision of this Section 5.11 is intended to, or impliedshall, constitute (ior be construed as) the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and no Person (including for the avoidance of doubt any current or former employee or any other individual associated therewith) shall be treated regarded for any purpose as an amendment a third party beneficiary of the Agreement or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit have the right of Parent, to enforce the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliatesprovisions hereof.

Employee Matters. (a) Parent agrees that, during For the period commencing at as of the Effective Time Closing Date and ending on the first anniversary thereofof the Closing Date, the employees Parent shall, or shall cause one of its Controlled Affiliates to, provide each employee of the Company and the Company or any of its Subsidiaries who remain in continues their employment with Parent or one its Controlled Affiliates immediately following the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time Closing (the “Continuing Employees”) shall receive (xi) the base salary or wages (as applicable) and target annual incentive opportunities that are is no less favorable in than the aggregate than those lesser of the base salary provided to such the Continuing Employees Employee immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in Closing or the aggregate to the benefits base salary provided to such Continuing Employees similarly situated employees of Parent and its Controlled Affiliates (other than the Group Companies) immediately prior to the Effective Time Closing and (excludingii) all other employee benefits (excluding equity, for purposes equity-based and change in control benefits) that are, in the aggregate, no less favorable than the lesser of determining such comparabilitythe employee benefits (excluding equity, any retention bonus, defined benefit pension or retiree or postequity-employment welfare based and change in control benefits, except ) provided to the extent required by applicable Law). Continuing Employee immediately prior to the Closing or the employee benefits (bexcluding equity, equity-based and change in 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 cause recognize the prior service with the Company and its Subsidiaries of each employee benefit plan or program of Parent or its Affiliates in which the Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of determining eligibility to participate, vesting and eligibility entitlement to benefits where length of service is relevant (and including, but not limited to, for purposes of benefit vacation, sick and paid time-off accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of severance benefits. (c) ). Parent shall (or cause its Controlled Affiliates to) use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditionspre-existing conditions exclusions (or actively at work or similar limitations), exclusions evidence of insurability requirements and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect requirements applicable to such Continuing Employee Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and Closing. Parent shall (iior shall cause its Controlled Affiliates to) use commercially reasonable efforts to also provide such Continuing Employee Employees and his or her covered their eligible dependents with credit for any co-payments payments, deductibles and deductibles paid during offsets (or similar payments) made under the plan Benefit Plans for the year in which the Closing occurs under Parent’s (or one of its Controlled Affiliates’) medical, dental and prior to any change in coverage from a Company Benefit Plan to such New Plan in vision plans for the purposes of satisfying any applicable deductible or deductible, out-of-pocket pocket, or similar requirements under such New Plan. (d) In employee benefit plans in the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07contrary, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, shall not operate to (i) shall be treated as an amendment or other modification of duplicate any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking provided to amend any such plan Continuing Employee or arrangement)to fund any such benefit, (ii) shall limit the right of require Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Subsidiaries and Affiliates to continue to maintain any employee benefit plan in effect following the Closing for the employees of Parent, the Company or any of their respective Subsidiaries and Affiliates, including such Continuing Employees, or (iii) be construed to mean the employment of such Continuing Employees is not terminable by Parent, the Company or any of their respective Subsidiaries and Affiliates at any time, for any reason and without notice. (b) If requested by Parent at least five (5) Business Days prior to the Closing Date, the Company shall (or shall cause its Subsidiaries) to take all actions reasonably necessary or appropriate to terminate, effective no later than the day immediately prior to the Closing Date (the “Plan Termination Date”) any Benefit Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). If the Company or any of its Subsidiaries is required to terminate any Company 401(k) Plan, then the Company shall provide to Parent prior to the Plan Termination Date written evidence of the adoption by the Company’s, or the applicable Subsidiary’s, board of directors (or comparable governing body) of resolutions authorizing the termination of such Company 401(k) Plan (the form and substance of which resolutions shall be subject to the prior reasonable review of Parent).

Employee Matters. (a) Parent agrees that, during the For a period commencing at of not less than 12 months following the Effective Time and ending on the first anniversary thereofTime, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its the Parent Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities compensation that are no less favorable is substantially comparable in the aggregate than those to the compensation provided to such Continuing Employees employees of the Company and the Company Subsidiaries immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate either to the benefits provided to such Continuing Employees employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Lawbenefits provided to similarly situated employees of Parent. Notwithstanding Section 6.04(a)(iv), Parent will establish a new bonus plan for Continuing Employees for the remaining portion of the calendar year during which the Closing Date occurs, upon terms and conditions that are substantially similar to the Company’s 2011 Annual Incentive Plan; provided, however, that all payments under the new bonus plan shall be made in cash. (b) Parent shall use commercially reasonable efforts With respect to cause each any employee benefit plan or program of maintained by Parent or its Affiliates any of the Parent Subsidiaries in which Continuing Employees and their eligible dependents are will be eligible to participate from and after the Effective Time to take into account Time, for purposes of vesting determining eligibility to participate, level of benefits including benefit accruals (other than benefit accruals and eligibility (early retirement subsidies under any defined benefit pension plan) and for purposes of benefit accrual under each vacation and other paid time off plan or program) the vesting, service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or and any Company Subsidiary immediately prior to the Effective Time under shall be treated as service with Parent or the comparable Parent Subsidiaries; provided, however, that, notwithstanding that the Company Benefit Plan; provided that no such crediting of service shall be required recognized by Parent benefit plans in accordance with the forgoing, the date of initial participation of each Continuing Employee in any Parent benefit plan shall be no earlier than the Effective Time; further provided, however, that such service need not be recognized (i) under any retiree medical plan or program of Parent or (ii) to the extent it that (A) the applicable Company Benefit Plan did not recognize such service or (B) such recognition would result in any duplication of benefits. (c) Except as otherwise set forth in this Section 6.12, (i) nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent to continue any specific plans or to continue the employment, or any changes to the terms and conditions of the employment, of any specific person and (ii) no provision of this Agreement shall use commercially reasonable efforts be construed as prohibiting or limiting the ability of Parent to cause each amend, modify or terminate, pursuant to their specific terms, any employee benefit plan plans, programs, policies, arrangements, agreements or program that is a group health plan understandings of Parent and its Affiliates (including or the Company Company. Without limiting the scope of Section 9.07, nothing in this Section 6.12 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any Company Subsidiaryother person other than the parties hereto and their respective successors and assigns. (d) With respect to any welfare plan maintained by Parent or any Parent Subsidiary in which Continuing Employees are eligible to participate after the Effective Time (each Time, Parent or such employee benefit plan or program, a “New Plan”) to Parent Subsidiary shall (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, conditions and exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements applicable to such employees to the extent such conditions and exclusions were satisfied or waiting periods that are already in effect did not apply to such employees under the analogous welfare plans of the Company and the Company Subsidiaries prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid and for out-of-pocket maximums incurred prior to the Effective Time and during the portion of the plan year of and prior to any change in coverage from a the applicable the Company Benefit Plan to such New Plan welfare plan ending at the Effective Time, in satisfying any applicable analogous deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the extent applicable performance period that have elapsed as of the Closing. Any under any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Dateplan. (e) Notwithstanding anything herein to the contrary and without Without limiting the generality of Section 9.076.12, from and after the parties hereby acknowledge Effective Time, Parent shall assume and agree that honor, or shall cause to be assumed and honored, all provisions contained employment, change in control and severance agreements between the Company and any Continuing Employee as in effect at the Effective Time and as set forth on Section 4.10(a) of the Company Disclosure Schedule, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), pursuant to the terms thereof, including respecting any limitations as to amendment or modification included in such agreements. (f) Without limiting the generality of Section 6.10 are included 6.12, Parent shall assume, honor and continue, or shall cause to be assumed, honored and continued, for the sole benefit of the parties, and that nothing in this Agreement, whether express or impliedall Continuing Employees, (i) the Company Severance Plan for a period of not less than 12 months following the Effective Time and (ii) the Company Paid Time Off (PTO) Policy through the later to occur of (i) the end of the calendar year in which the Effective Time occurs or (ii) December 31, 2011. (g) Nothing herein, expressed or implied, is intended or shall be treated as construed to constitute an amendment to any Parent Benefit Plan or Company Benefit Plan or any other modification compensation or benefits plan maintained for or provided to employees, directors or consultants of any Parent or the Company prior to or following the Effective Time. (h) Each of Parent and the Company agrees that, for purposes of each Company Benefit Plan, Company Collective Bargaining Agreement, New Plan the transactions contemplated by the Agreement shall constitute a “change in control,” “change of control” or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates“corporate change,” as applicable.

Employee Matters. (a) Parent agrees thatSubject to applicable Law, during the period commencing at the Effective Time and ending on until the first anniversary thereofof the Effective Time, Parent shall and shall cause its Subsidiaries (including the Surviving Company) to provide to the employees of the Company and the Company its Subsidiaries who remain in the employment are employees thereof as of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Company Employees”) shall receive compensation (x) base salary or wages (as applicableincluding equity-based compensation) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits benefit plans that are substantially comparable in the aggregate to the benefits those provided to such Continuing the Company Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Effective as of the Effective Time and thereafter, Parent shall, or shall use commercially reasonable efforts to cause each the Surviving Company to, cause any employee benefit plan plans sponsored or program of maintained by Parent or its Affiliates the Surviving Company or their Subsidiaries in which Continuing the Company Employees and their eligible dependents are eligible to participate after (collectively, the Effective Time “Post-Closing Plans”) to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) recognize the service of such Continuing Employees prior to the Effective Time each Company Employee with the Company or any Company Subsidiary its Subsidiaries (including any predecessors theretopredecessor thereof) as if prior to the Closing Date for purposes of eligibility, vesting and benefit accrual rates or contribution rates under such service were with Parent or its AffiliatesPost-Closing Plans, in each case case, to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the a comparable Company Benefit PlanPlan in which such Company Employee was eligible to participate immediately prior to the Effective Time; provided provided, that no such crediting recognition of service shall be required not (i) apply for purposes of determining an accrued benefit under any defined benefit retirement plan, (ii) apply for purposes of participation in any retiree welfare benefit plans, (iii) operate to duplicate any benefits of a Company Employee with respect to the same period of service, or (iv) apply for purposes of any plan, program or arrangement (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any Post-Closing Plan that provides group health insurance benefits, to the extent it that such Post-Closing Plan is made available to the Company Employees at or after the Effective Time, Parent shall use reasonable best efforts to, or shall cause the Surviving Company to, (A) cause any pre-existing condition limitations, eligibility waiting periods or similar provisions under such plan to be waived with respect to such Company Employee and his or her spouse and eligible dependents to the extent such limitation would result have been waived or satisfied under the Company Benefit Plan in which such Company Employee participated immediately prior to the Effective Time, and (B) credit each Company Employee and his or her spouse and eligible dependents for an amount equal to any duplication eligible expenses incurred by such Company Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate in such Post-Closing Plan) for purposes of benefitsany applicable deductible, co-payment and annual out-of-pocket expense requirements under any such Post-Closing Plan to the extent such expenses would have been credited under the Company Benefit Plan in which such Company Employee participated immediately prior to the Effective Time. Such credited expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan. (c) Notwithstanding anything contained in this Agreement to the contrary, following the Effective Time, while employed by Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Surviving Company, the Company or any Company Subsidiary) in which Continuing Employees are eligible whose employment is governed by a Collective Bargaining Agreement shall be provided compensation and benefits pursuant to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause terms of the waiver of, all limitations applicable Collective Bargaining Agreement as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior from time to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plantime. (d) In If requested by Parent in writing delivered to the event that Company not less than ten (10) business days before the Closing occurs Date, the Board of Directors of the Company (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plans (the “Company 401(k) Plan”), effective as of the day prior to the Company paying annual incentives in respect of Closing Date. Following the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, Effective Time and as soon as practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall, to the extent permitted by Parent’s 401(k) plan (and the “Parent 401(k) Plan”), permit the Company Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, inclusive of loans), in no event more than five the form of cash, in an amount equal to the full account balance (5including loans) daysdistributed to such Company Employee from the Company 401(k) after Plan to the Closing DateParent 401(k) Plan. (e) Notwithstanding anything herein to From and after the contrary Effective Time, Parent shall, or shall cause the Surviving Company to, honor all accrued and without limiting the generality of Section 9.07, the parties hereby acknowledge vested benefits and agree that perform all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any obligations under each Company Benefit Plan, employment, deferred compensation, change in control, severance, termination or similar agreement that is currently in effect between the Company Collective Bargaining Agreementor any of its Subsidiaries and any current or former director, New officer, employee, consultant, independent contractor or other service provider thereof in accordance with their terms as in effect immediately before the Effective Time and applicable Law as such agreements and arrangements may be modified or terminated in accordance with their terms from time to time. (f) Nothing in this Agreement shall confer upon any Company Employee or other service provider any right to continue in the employ or service of Parent, the Surviving Company or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Company or any of their affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Company Employee at any time for any reason whatsoever, with or without cause. In no event shall the terms of this Agreement be deemed to (i) establish, amend, or modify any Company Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other employee benefit plan, program, policyagreement or arrangement maintained or sponsored by Parent, arrangement Surviving Company, the Company or agreement any of their Subsidiaries (including, after the Closing Date, Company and its Subsidiaries) or an undertaking to amend any such plan affiliates; or arrangement), (ii) shall alter or limit the right ability of Parent, the Surviving Company or any of their respective Affiliates Subsidiaries (including, after the Closing Date, Company and its Subsidiaries) or affiliates to terminateamend, amend modify or otherwise modify terminate any particular Company Benefit Plan, Company Collective Bargaining Agreement, New Plan employment agreement or any other employee benefit or employment plan, program, policyagreement or arrangement after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, arrangement or agreement following the Effective Time or (iii) nothing in this Section 5.6 shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant rights in any Company Benefit Plan, Employee or current or former service provider of the Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement its affiliates (or any dependent beneficiaries or beneficiary dependents thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates).

Employee Matters. (a) Parent agrees that, during During the period commencing at on the Effective Time Closing Date and ending on the first anniversary thereof, Parent shall or shall cause the Surviving Corporation to provide the employees of the Company and the Company its Subsidiaries who remain in the employment of continue to be employed by Parent and or its Subsidiaries (including including, for the Company avoidance of doubt, the Surviving Corporation and any Company Subsidiaryits Subsidiaries) after immediately following the Effective Time (the “Continuing Employees”), while employed by Parent or its Subsidiaries after the Effective Time, with base salaries, wages and employee benefits (excluding equity and equity based compensation) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable substantially comparable in the aggregate than those to the base salaries, wages and employee benefits provided to similarly situated employees of Parent and its Subsidiaries; provided that Parent may satisfy its obligation under this Section 6.6(a) by providing or causing the Surviving Corporation to provide such Continuing Employees with base salaries, wages and employee benefits (excluding equity and equity based compensation) that are substantially comparable in the aggregate to the base salaries, wages and employee benefits provided by the Company or its Subsidiaries to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Parent shall use commercially reasonable efforts With respect to cause each any employee benefit plan or program plans of Parent or its Affiliates Subsidiaries in which any Continuing Employees and their eligible dependents are become eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan on or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a the “New PlanPlans”) ), Parent shall or shall cause the Surviving Corporation to use commercially reasonable efforts to: (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such employees and their eligible dependents under any New Plans, other than limitations except to the extent such pre-existing conditions, exclusions or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee would apply under the comparable analogous Company Benefit Plan and that have not been satisfied as of the Effective Time and Plan, (ii) provide each such Continuing Employee employee and his or her covered their eligible dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from the Effective Time under a Company Benefit Plan (to the same extent that such New credit was given under the analogous Company Benefit Plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any New Plans, and (iii) recognize all service of such employees with the Company and its Subsidiaries for all purposes in any New Plan to the same extent that such service was taken into account under the analogous Company Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply (A) to the extent it would result in duplication of benefits for the same period of services, (B) for purposes of any defined benefit pension plan or benefit plan that provides retiree welfare benefits, or (C) to any benefit plan that is a frozen plan or provides grandfathered benefits. (c) Unless Parent requests otherwise in writing at least five days prior to the Closing, effective as of the date immediately preceding the Closing Date and contingent upon the consummation of the Integrated Mergers, the Company shall terminate the Two River Community Bank 401(k) Plan (the “Terminated Plan”). Prior to the Effective Time, the Company shall provide Parent with resolutions adopted by the Company’s Board of Directors terminating the Terminated Plan, the form and substance of which shall be subject to the prior written approval of Parent, which will not be unreasonably withheld. As soon as practicable following the Effective Time, with respect to the Terminated Plan, Parent shall permit or cause its Subsidiaries (including Parent Bank) to permit the Continuing Employees to roll over their account balances and outstanding loan balances, if any, thereunder into an “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by Parent or its Subsidiaries (including Parent Bank). (d) In the event that the Closing occurs prior to Nothing in this Agreement shall confer upon any employee, officer, director, independent contractor or consultant of the Company paying annual incentives or any of its Subsidiaries or affiliates any right to continue in respect the employ or service of the fiscal Surviving Corporation, the Company, Parent or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, the Company, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of the Company or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Company Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of the Surviving Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Company Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting the generality of Section 9.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any person, including without limitation any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual) of the Company or any of its Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (e) At the Effective Time, Parent shall assume and honor through December 31 of the year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on under the achievement vacation policies of the target level Company, as disclosed on Section 6.6(e) of performancethe Company Disclosure Schedule, which bonus shall be prorated based on the number accrued but unused vacation time of days employees of the Surviving Corporation or any of its Subsidiaries who were employees of the Company or any of its Subsidiaries immediately prior to the Effective Time, to the extent that the accrued and unused amount is fully reflected in the applicable performance period that have elapsed most recent financial statements included in the Company Reports as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (ef) Notwithstanding anything herein Any employee of the Company (excluding any employee who is party to an employment agreement that provides for severance payments) whose employment is terminated (other than for cause, as defined in Parent’s severance policy) at the written request of Parent (but by and in the sole discretion of the Company) prior to the contrary and without limiting the generality Effective Time, or is terminated by Parent or a Subsidiary of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement Parent within one year following the Effective Time or in a manner entitling such individual to benefits under the Parent’s severance policy, shall be entitled to receive severance payments in accordance with the schedule set forth in Section 6.6(f) of the Company Disclosure Schedule. (iiig) Parent and the Company shall create any third-party beneficiary or other right (A) a retention pool on terms, in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or amounts and for employees of the Company as mutually agreed by Parent and the Company. Following the Effective Time, retention payments under such pool shall be made to the applicable individuals if they are still employed by the Surviving Corporation or any of its Subsidiaries on their respective Affiliatesdesignated “work through” date as set forth in a written retention bonus pool agreement. The form and terms of such agreement, the amount of the payment to each individual and the timing of such payments shall be agreed to in writing by Parent and the Company no later than 30 days following the date of this Agreement, and shall promptly thereafter be communicated to each such employee by the Company and Parent. The maximum aggregate amount of such retention bonuses and the general terms of such retention bonuses are set forth in Section 6.6(g) of the Company Disclosure Schedule.

Employee Matters. (a) Subject to any applicable Labor Agreements, until December 31, 2017 (the “Continuation Period”), Parent agrees thatshall, during and shall cause the period commencing at the Effective Time Surviving Corporation to, provide (i) base salary and ending on the first anniversary thereof, the employees annual cash bonus opportunities to each person who is an employee of the Company and the Company Subsidiaries who remain in the employment or any of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time (each, a “Continuing Employee”) that are no less favorable, in each case, than those in effect immediately prior to the 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 applicable severance benefit plans, programs, policies, agreements and arrangements as in effect on the date hereof and (yiii) employee benefit plans and arrangements (other than base salary, annual bonus and long-term incentive opportunities, severance benefits and employee benefits stock purchase plan benefits) to Continuing Employees that are substantially comparable in the aggregate to the benefits those provided to such the Continuing Employees immediately prior to the Effective Time Time, in the case of clauses (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefitsi) and (iii), except to the extent required such Continuing Employee’s employment with Parent or its Affiliates is terminated prior to the end of the Continuation Period. In addition, Parent shall, and shall cause the Surviving Corporation to, provide a 2017 long-term incentive award to each Continuing Employee employed by applicable Law)Parent or its Subsidiaries at the time annual long-term awards are made generally that is no less favorable than the greater of (A) the long-term incentive award made to similarly situated employees of Parent generally or (B) the ordinary course long-term incentive award made by the Company to such employee for 2016, as adjusted in a manner consistent with Parent’s long-term plan for the performance of the Surviving Corporation’s business operations relative to peer group companies. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program Without limiting the generality of Parent or its Affiliates in which Continuing Employees Section 5.08(a), from and their eligible dependents are eligible to participate after the Effective Time Time, Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms all the Company Plans as in effect at the Effective Time, it being understood that the foregoing shall not limit the right of Parent and its Subsidiaries, including the Surviving Corporation, to take into account amend any Company Plan in accordance with its terms. Parent hereby acknowledges that the consummation of the Transactions constitutes a “change in control” or “change of control” (or a term of similar import) for purposes of any Company Plan that contains a definition of “change in control” or “change of control” (or a term of similar import), as applicable. (c) With respect to all employee benefit plans of the Surviving Corporation and its Subsidiaries, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including any vacation, paid time-off and severance plans), for all purposes (except as set forth below), including determining eligibility to participate, level of benefits, vesting and eligibility (and for purposes of benefit accrual under accruals, each vacation and other paid time off plan or program) the Continuing Employee’s service of such Continuing Employees prior to the Effective Time with the Company or any of its Subsidiaries (as well as service with any predecessor employer of the Company Subsidiary (including or any predecessors thereto) as if such service were with Parent or its AffiliatesSubsidiary, in each case to the same extent that such service with the predecessor employer was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service Subsidiary) shall be required treated as service with the Surviving Corporation or any of its Subsidiaries (or in the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successors and assigns); provided, however, that such service need not be recognized (i) to the extent it that such recognition would result in any duplication of benefitsbenefits for the same period of service, (ii) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity-based incentive plan or long-term incentive plan, (iii) to the extent not recognized by the Company for similar purposes, or (iv) for purposes of any plan, program or arrangement (x) under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. (cd) Without limiting the generality of Section 5.08(a), Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to waive, or cause each employee to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan or program that is a group health plan of Parent and its Affiliates (including maintained by the Company Surviving Corporation or any Company Subsidiary) of its Subsidiaries in which Continuing Employees are (and their eligible dependents) will be eligible to participate from and after the Effective Time (each Time, except to the extent that such employee benefit plan or programpre-existing condition limitations, a “New Plan”) to (i) waiveexclusions, or cause the waiver of, all limitations as to preexisting conditions, exclusions actively-at-work requirements and waiting periods with respect to participation and coverage requirements, other than limitations would not have been satisfied or waiting periods that are already in effect waived under the comparable Company Plan immediately prior to the Effective Time with respect Time. Parent shall, or shall cause the Surviving Corporation to, use commercially reasonable efforts to such recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid eligible dependents) during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal calendar year in which the Closing occurs, each participant Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall they will be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (eligible to participate from and in no event more than five (5) days) after the Closing DateEffective Time. (e) Notwithstanding anything herein to the contrary and without limiting the generality The provisions of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 5.08 are included solely for the sole benefit of the parties, and that nothing in parties to this Agreement, whether express or implied, and no provision of this Section 5.08 (i) shall be treated as is intended to, or shall, constitute the establishment or adoption of or an amendment or other modification of to any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement plan for purposes of ERISA or agreement (or an undertaking to amend any such plan or arrangement)otherwise, (ii) shall limit obligates Parent or any of its Subsidiaries (including the right Surviving Corporation) to retain the employment of Parent, any particular employee of the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement of its Subsidiaries following the Effective Time or (iii) shall create results in any third-current or former director, employee, consultant or any other individual associated therewith being regarded for any purpose as a third party beneficiary of this Agreement or other have the right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or enforce the Company or any of their respective Affiliatesprovisions hereof.

Employee Matters. (a) Parent agrees that, during From the period commencing at Closing Date through the Effective Time and ending on date that is 12 months following the first anniversary thereofClosing Date (the “Benefits Continuation Period”), the employees of Surviving Corporation shall provide, and Parent shall cause the Surviving Corporation to provide, to each individual who is employed by the Company and its Subsidiaries immediately prior to the Company Subsidiaries who remain in Effective Time, while such individual continues to be employed by the employment Surviving Corporation, Parent or any of Parent and its Parent’s Subsidiaries (including Subsidiaries of the Company and any Company SubsidiarySurviving Corporation) after during the Effective Time Benefits Continuation Period (collectively, the “Continuing Affected Employees”) shall receive (xi) a base salary or wages wage rate that is not less than the base salary or wage rate provided to such Affected Employee immediately prior to the Effective Time, (as applicableii) and target annual incentive bonus and commission opportunities that are no less favorable in the aggregate than those as provided to such Continuing Employees Affected Employee immediately prior to the Effective Time Time, and (yiii) other employee benefits that are substantially comparable in the aggregate to the employee benefits provided to either, as determined by Parent, (A) such Continuing Employees Affected Employee under the Company Employee Plans immediately prior to the Effective Time or (excludingB) the employee benefits provided by Parent to its similarly-situated employees; provided, for purposes of determining such comparabilityhowever, that no retention, change-in control or other special or non-recurring compensation or benefits provided prior to the Effective Time or any retention bonusequity or other long-term incentives, defined benefit pension or retiree plans or post-employment welfare benefits, except to the extent required by applicable Law)benefits shall be taken into account for purposes of this covenant. (b) With respect to any employee benefit plan in which any Affected Employee first becomes eligible to participate on or after the Effective Time (the “New Company Plans”), Parent shall shall: (i) use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, waive all limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such Affected Employee under any New Company Plan that is a health or welfare plan in which such Affected Employee may be eligible to participate after the Effective Time to the extent satisfied or waived under a comparable Company Employee Plan, other than limitations (ii) recognize service of Affected Employees (to the extent credited by the Company or waiting periods that are already any of its Subsidiaries in effect any comparable Company Employee Plan) accrued prior to the Effective Time with respect for all purposes under (but not for the purposes of benefit accrual under any defined benefit pension plan) any New Company Plan in which such Affected Employees may be eligible to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of participate after the Effective Time Time, provided, however, that in no event shall any credit be given to the extent it would result in the duplication of benefits for the same period of service, and (iiiii) provide such Continuing Employee and his or her covered dependents with credit for if applicable, use commercially reasonable efforts to cause to be credited, in any co-payments and New Company Plan that is a health plan in which Affected Employees participate, any deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under expenses incurred by such Affected Employee and such Affected Employee’s beneficiaries and dependents during the portion of the calendar year in which such Affected Employee first becomes eligible for the New Company Plan that occurs prior to such Affected Employee’s commencement of participation in such New PlanCompany Plan with the objective that there be no double counting during the first year of eligibility of such deductibles or out-of-pocket expenses. (c) Parent hereby acknowledges that the consummation of the Merger constitutes a “change of control”, a “change in control” or a “sale event” (or a term of similar import) for purposes of any Company Employee Plan set forth on Section 4.17(a) of the Company Disclosure Schedule that contains a definition of “change of control”, a “change in control” or a “sale event” (or a term of similar import), as applicable; provided, however, that neither the execution or delivery of this Agreement nor the consummation of any of the transactions contemplated hereby shall result in any “single trigger” vesting of any equity awards granted by the Company. Parent further agrees, and shall cause the Surviving Corporation or any applicable Subsidiary, to honor and abide by the terms of any severance and change in control plans, agreements and arrangements for the benefit of the Affected Employees that are in effect and have been listed on Section 4.17(a) of the Company Disclosure Schedule, unless otherwise agreed to between the applicable Affected Employee and Parent. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions Nothing contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing 7.06 or elsewhere in this Agreement, whether express or implied, implied (i) shall cause either Parent or any of its Affiliates to be treated as an amendment obligated to continue to employ any Person, including any Affected Employees, for any period of time following the Effective Time, (ii) shall prevent Parent or other modification of its Affiliates from revising, amending or terminating any Company Benefit Employee Plan, Company Collective Bargaining Agreement, New Parent Employee Plan or any other employee benefit plan, program, policy, arrangement program or agreement (or an undertaking policy in effect from time to amend any such plan or arrangement)time, (iiiii) shall limit the right be construed as an amendment of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Employee Plan, Company Collective Bargaining Agreement, New Parent Employee Plan or any other employee benefit plan, programprogram or policy in effect from time to time, policy, arrangement or agreement following the Effective Time or (iiiiv) shall create any third-party beneficiary or other right (A) rights in any other director, officer, employee or individual Person, including any Company Participant present or any participant in any Company Benefit Planformer employee, Company Collective Bargaining Agreementofficer, New Plan director or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or individual independent contractor of the Company or any of their respective Affiliatesits Subsidiaries (including any beneficiary or dependent of such individual).

Employee Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereof, The Surviving Corporation shall provide the employees of the Company and the Company Subsidiaries who remain in the employment of Parent TRBI and its Subsidiaries (including the Company and any Company Subsidiary) after as of the Effective Time (the “Continuing Covered Employees”) shall receive (x) base salary or wages (as applicable) with employee benefits and target annual incentive opportunities compensation plans, programs and arrangements that are no less favorable substantially similar, in aggregate value, to the aggregate than those employee benefits and compensation plans, programs and arrangements provided by TRBI or its Subsidiaries, as the case may be, to such Continuing employees immediately prior to the Effective Time. (b) The Surviving Corporation shall (1) provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement (including vacation and sick days) adopted, maintained or contributed to by the Surviving Corporation or any of its Subsidiaries in which Covered Employees are eligible to participate, for all periods of employment with TRBI or any of its Subsidiaries (or their predecessor entities) prior to the Effective Time to the extent credited by TRBI for purposes of a comparable plan in which the applicable Covered Employee participated immediately prior to the Effective Time and (y2) other employee benefits that are substantially comparable in cause any pre-existing conditions, limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of the aggregate Surviving Corporation or any of its Subsidiaries to be waived with respect to the benefits provided Covered Employees and their eligible dependents, to such Continuing Employees the extent waived under the corresponding plan (for a comparable level of coverage) in which the applicable Covered Employee participated immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (bc) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program As of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary day immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service Time, TRBI shall terminate or cause to be required terminated, to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee permissible under the comparable Company Benefit provisions thereof and applicable law, the 401(k) Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New PlanESOP. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during the For a period commencing at of one (1) year following the Effective Time and ending on the first anniversary thereofTime, the employees Parent shall provide, or shall cause to be provided, to each employee of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company Surviving Corporation and any Company Subsidiaryits Subsidiaries) after as of the Effective Time (the “Continuing Company Employees”), (i) shall receive (x) annual base salary or and base wages and cash incentive compensation opportunities (including target bonus amounts that are payable subject to the satisfaction of performance criteria in effect immediately prior to the Effective Time, but excluding any long-term incentive awards) that are each no less favorable than that in effect as applicableof the Effective Time and (ii) and target annual incentive opportunities employee benefits that are no less favorable in the aggregate than those the employee benefits provided to such Continuing the Company Employees immediately prior to the Effective Time and (y) Time. Notwithstanding any other employee benefits that are substantially comparable in the aggregate provision of this Agreement to the contrary, Parent shall or shall cause the Surviving Corporation to provide Company Employees whose employment terminates during the one (1) year period following the Effective Time with severance benefits provided at levels no less favorable than and pursuant to the terms of Parent’s current severance policies or, if more favorable, then as required by applicable local Law. Notwithstanding the foregoing, terms of continued employment of any Current Employee subject to a collective bargaining agreement shall be governed by the applicable collective bargaining agreement. (b) For the purposes of vesting, eligibility to participate and level of benefits but not for purposes of defined benefit pension accrual under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employee after the Effective Time (including the Company Plans) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employees Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. 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 New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Company Plan in which such Company Employee participated immediately before the Effective Time (excludingsuch plans, collectively, the “Old Plans”), and (ii) for purposes of determining each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such comparabilityNew Plan to be waived for such Company Employee and his or her covered dependents, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan such conditions were inapplicable or program waived under the comparable Old Plans of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any its Subsidiaries in which such Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary Employee participated immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Time. Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any eligible expenses incurred by any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the portion of the plan year of and prior the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to any change in coverage from a Company Benefit Plan to be taken into account under such New Plan in for purposes of satisfying any applicable deductible or all deductible, coinsurance and maximum out-of-pocket requirements under applicable to such Company 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. (c) From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor all obligations under the Company Plans and compensation and severance arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time and the Transactions shall be deemed to constitute a “change in control,” “change of control” or any similar concept under such Company Plans, arrangements or agreements. (d) In the event that the Closing occurs prior Notwithstanding anything to the contrary contained in this Agreement, Parent shall cause the Surviving Corporation to pay to each Company paying Employee employed by Parent or its Affiliates on December 31, 2014 such Company Employee’s annual incentives incentive bonus, calculated in respect of accordance with the fiscal year bonus plan in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed effect as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (date hereof and in no event more than five (5) days) after the Closing Datedetermined consistent with past practice. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, nothing contained in this Agreement shall (i) shall be treated as an amendment or other modification of to any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit obligate Parent or the right of Parent, the Company Surviving Corporation to (A) maintain any particular benefit plan or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following (B) retain the Effective Time employment of any particular employee (all such employees will be “at will”) or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with prevent Parent or the Surviving Corporation from amending or terminating any benefit plan or arrangement. For the avoidance of doubt, nothing herein shall confer any third party beneficiary rights or rights of enforcement to any Person (including Company or any of their respective AffiliatesEmployees) other than the parties to this Agreement.

Employee Matters. (a) Parent agrees that, during During the period commencing at as of the Effective Time and ending on the first anniversary thereofDecember 31, the employees of 2010, so long as the Company and the Company Subsidiaries who remain in the employment of Employees are employed by Parent or its Subsidiaries, Parent and its Subsidiaries (including shall provide the Company Employees with (i) the same salary and annual bonus opportunities (excluding any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (x) base salary or wages (as applicable) and target annual long-term incentive opportunities that are no less favorable in the aggregate than those and equity incentives) as were provided to such Continuing Company Employees immediately prior to the Effective Time Time, and (yii) other the employee welfare and pension benefits (made available under an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) or employee pension benefit plan (within the meaning of Section 3(2) of ERISA)) (x) that are substantially comparable in the aggregate to the benefits were provided to such Continuing Company Employees under a Company Benefit Plan as of immediately prior to the Effective Time or (excludingy) as may be provided to similarly-situated employees of Parent and its Subsidiaries under a Parent Benefit Plan following the Effective Time, for purposes of determining such comparability, to be determined by Parent in its sole discretion. Parent will cause any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in plans which Continuing the Company Employees and their eligible dependents are eligible to participate after the Effective Time in to take into account for purposes of eligibility, vesting and eligibility benefit accrual thereunder (and other than for purposes of benefit accrual accruals under each vacation any defined benefit pension plan), and other paid time off plan or program) the service of such Continuing Employees prior except to the Effective Time with extent it would result in a duplication of benefits, service by the Company or any Company Subsidiary (including any predecessors thereto) Employees as if such service were with Parent or and its Affiliates, in each case to Subsidiaries. To the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to Employees participate in the Effective Time under the comparable Company Benefit Plan; provided that no such crediting medical plans of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall and its Subsidiaries, Parent will use commercially reasonable efforts to cause each employee benefit plan its third-party insurance providers or program third-party administrators to ensure that is a group health plan of Parent and its Affiliates (including such employees will receive credit under such medical plans for the Company or any Company Subsidiary) calendar year in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions Closing occurs towards applicable deductibles and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or annual out-of-pocket requirements under such New Plan. (d) In limits for expenses incurred for the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal calendar year in which the Closing occurs, each participant in a occurs under the corresponding medical plans sponsored by the Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Dateor its Subsidiaries. (eb) Notwithstanding anything herein to the contrary and without limiting the generality No provision of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, 8.4 (i) shall be treated as an amendment creates any third-party beneficiary or other modification rights, including any rights of continued employment or rights to a particular term of employment, for any employee of the Company Benefit Planor its Subsidiaries (including any beneficiary or dependent thereof) other than Parent, the Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement)and their respective successors and assigns, (ii) shall limit the right constitutes an employment agreement or an amendment to or adoption of any employee benefit plan of or by any member of Parent, the Company or their respective Affiliates to terminateSubsidiaries, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary alter or other right (A) in any other Personlimit the ability of Parent, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesSubsidiaries and Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them in accordance with the terms of such plan, program, agreement or arrangement and applicable Law (c) From and after the Closing, Parent shall deposit in the Escrow Account any severance amounts reflected as payables or for which a reserve or accrual was established on the Company’s Closing Balance Sheet to the extent Parent, in good faith, determines such amounts were over-accrued or over –reserved on the Company’s Closing Balance Sheet or are otherwise no longer payable to former Company Employees, and such amounts shall thereafter be Escrowed Assets for all purposes under the Escrow Agreement.

Employee Matters. (a) Parent agrees that, during the For a period commencing of at least one (1)-year following the Effective Time and ending on Time, Parent shall, or shall cause the first anniversary thereofSurviving Corporation or one of its Subsidiaries to, the employees provide each employee of the Company and the Company its Subsidiaries who remain in the employment of continues to be employed by Parent and or its Subsidiaries (including including, for the Company avoidance of doubt the Surviving Corporation and any Company Subsidiaryits Subsidiaries) after immediately following the Effective Time (individually a “Continuing Employee” and collectively the “Continuing Employees”) shall receive with (xi) base salary (or wages (as applicablewages) and target annual incentive cash bonus opportunities (excluding any equity compensation) that are no less favorable than the base salaries and cash bonus opportunities (excluding any equity compensation) provided by the Company and its Subsidiaries immediately prior to the Effective Time, (ii) pension and welfare benefits (excluding defined benefit pension and retiree health) that are no less favorable in the aggregate than those provided to such Continuing Employees by the Company and its Subsidiaries immediately prior to the Effective Time and (yiii) other employee severance benefits that are substantially comparable in no less favorable than those provided by the aggregate to the benefits provided to such Continuing Employees Company and its Subsidiaries immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees further agrees that, from and their eligible dependents are eligible to participate after the Effective Time Time, Parent shall, or shall cause the Surviving Corporation or one of its Subsidiaries to, grant all of the Continuing Employees credit for any service with the Company or its Subsidiaries (as well as service with any predecessor entity to take the extent such service is taken into account for purposes under the applicable plan of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan the Company or programits Subsidiaries prior to the Effective Time) the service of such Continuing Employees earned prior to the Effective Time and with Parent, the Company Surviving Corporation, and any of their Subsidiaries or Affiliates on and after the Effective Time, (i) for eligibility and vesting purposes and (ii) for purposes of accrued vacation or paid time-off severance benefit determinations, and level of benefits under any benefit or compensation plan, program, agreement or arrangement (except with respect to benefit accruals under any defined benefit pension plan) that may be established or that is maintained by Parent or the Surviving Corporation or any Company Subsidiary (including any predecessors thereto) as if of its Subsidiaries on or after the Effective Time; provided, however, such service were with Parent shall not be recognized or its Affiliates, in each case credited to the same extent that such recognition would result in a duplication of benefits provided to the Continuing Employee or to the extent that such service was not recognized under any similar Company Plan. Without limiting the foregoing, Parent shall use reasonable best efforts to cause to be waived any pre-existing conditions or limitations, exclusions, waiting periods and required physical examinations under any welfare benefit plan maintained by Parent, the Company Surviving Corporation or any of their respective Subsidiaries in which the Continuing Employees (or their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing conditions or limitations, exclusions, waiting periods or required physical examinations would not have been satisfied or waived under the comparable Company Subsidiary Plan in which the Continuing Employee participated immediately prior to the Effective Time. Parent shall recognize, or use reasonable best efforts to cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the comparable Company Benefit Plan; provided that no such crediting of service shall relevant welfare benefit plans in which the Continuing Employee (and his or her eligible dependents) will be required eligible to participate from and after the extent it would result in any duplication of benefitsEffective Time. (c) Parent Notwithstanding anything contained herein to the contrary, with respect to any Continuing Employees who (i) are based outside of the United States, Parent’s obligations under this Section 6.08 shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan be in addition to, but not in contravention of, any obligations under the Law of Parent the non-U.S. countries and its Affiliates (including the Company or any Company Subsidiary) political subdivisions thereof in which such Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or programbased, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide are covered by a Collective Bargaining Agreement, Parent’s obligations under this Section 6.08 shall (A) be in addition to, but not in contravention of, the terms and conditions of employment for such Continuing Employee Employees as set forth in such Collective Bargaining Agreement until its expiration, modification or termination in accordance with its terms and his or her covered dependents with credit for any co-payments applicable Law and deductibles paid during (B) apply only to the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any extent permitted by applicable deductible or out-of-pocket requirements under such New Planlabor Law. (d) In For the event avoidance of doubt, the Parties acknowledge and agree that the Closing occurs prior to consummation of the Merger will constitute a “Change in Control” or “Change of Control” (or similar term), as applicable, within the meaning of (i) each of the Company’s Change of Control Severance Agreements set forth on Section 6.08(d) of the Company paying annual incentives in respect Disclosure Letter as entered into with those employees of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based set forth on the achievement Section 6.08(d) of the target level of performanceCompany Disclosure Letter, which bonus shall be prorated based (ii) the Company’s Executive Severance Plan set forth on the number of days in the applicable performance period that have elapsed as Section 6.08(d) of the Closing. Any Company Disclosure Letter, (iii) the Polycom, Inc. 2004 Equity Incentive Plan, Polycom, Inc. 2011 Equity Incentive Plan, and Vivu, Inc. 2008 Equity Incentive Plan, and each agreement governing the awards granted under such bonus shall be paidplans, less any required withholding Taxesand (iv) such plans, as soon as practicable (and in no event more than five (5programs, agreements or other arrangements set forth on Section 6.08(d) days) after of the Closing DateCompany Disclosure Letter. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions Nothing contained in this Section 6.10 are included for the sole benefit of the parties6.08, and that nothing in this Agreement, whether express expressed or implied, shall (i) shall be treated as an the establishment, amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit planParent Plan or constitute a limitation on rights to amend, programmodify, policy, arrangement merge or agreement (terminate after the Effective Time any Company Plan or an undertaking to amend any such plan or arrangement)Parent Plan, (ii) shall limit the right give any current or former employee, director or other independent contractor of Parent, the Company and its Subsidiaries (including any beneficiary or their respective Affiliates to terminatedependent thereof), amend or otherwise modify any Company Benefit Planlabor organization, Company Collective Bargaining Agreementunion, New Plan or works council, employee association, trade union, other similar employee benefit planrepresentative body, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right rights under this Agreement or otherwise or (iii) obligate Parent or any of its Affiliates to (A) in maintain any other Person, including any particular Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) Parent Plan or (B) to continued retain the employment with Parent or services of any current or former employee, director or other independent contractor of the Company or any of their respective Affiliatesand its Subsidiaries.

Employee Matters. (a) Parent agrees that, during During the period commencing at the Effective Time and ending on the first anniversary thereofdate which is six months from the Effective Time (or if earlier, the date of the employee’s termination of employment with Parent and its Subsidiaries), and to the extent consistent with the terms of the governing plan documents, Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and the Company its Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) employed immediately after the Effective Time (collectively, the “Continuing Company Employees”) shall receive (x) with annual base salary or wages wage level, annual target bonus opportunities (as applicableexcluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) and target annual incentive opportunities that are no less favorable are, in the aggregate than those provided to such Continuing Employees immediately prior aggregate, substantially comparable to the Effective Time annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, excluding any retention bonus, retiree health or defined benefit pension or retiree or post-employment welfare retirement benefits, except to ) provided by the extent required by applicable Law)Company and its Subsidiaries on the date of this Agreement. (b) With respect to any Parent Plan in which any Company Employees will participate effective as of the Effective Time, and subject to the terms of the governing plan documents, Parent shall, or shall use commercially reasonable efforts to cause each employee the Surviving Corporation to, credit all service of the Company Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility to participate (but not for purposes of vesting or benefit plan accrual, except for vacation, if applicable) for full or program partial years of service in any Parent or its Affiliates Plan in which Continuing such Company Employees and their eligible dependents are may be eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its AffiliatesTime; provided, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall not be required credited to the extent it that: (i) such crediting would result in any a duplication of benefits; or (ii) such service was not credited under the corresponding Company Plan. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including If requested by Parent, effective no later than the day immediately preceding the Closing Date, the Company or shall terminate any Company Subsidiary) Plan that Parent has requested to be terminated by providing a written notice to the Company at least 30 days prior to the Closing Date; provided, that such Company Plans can be terminated in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions accordance with their terms and waiting periods applicable Law without any adverse consequences with respect to participation and coverage requirementsany Company ERISA Affiliate. No later than the day immediately preceding the Closing Date, other than limitations or waiting periods the Company shall provide Parent with evidence that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that Plans have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Planterminated. (d) In This Section 6.8 shall be binding upon and inure solely to the event benefit of each of the parties to this Agreement, and nothing in this Section 6.8, express or implied, shall confer upon any Company Employee, any beneficiary, or any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.8. Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement; (ii) shall alter or limit the ability of the Surviving Corporation, Parent, or any of their respective Affiliates to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them; or (iii) shall prevent the Surviving Corporation, Parent, or any of their respective Affiliates from terminating the employment of any Company Employee following the Effective Time. The parties hereto acknowledge and agree that the Closing occurs prior terms set forth in this Section 6.8 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent, or any of their respective Subsidiaries or compensation or benefits 53 of any nature or kind whatsoever, or otherwise alters any existing at-will employment relationship between any Company paying annual incentives in respect of Employee and the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateSurviving Corporation. (e) Notwithstanding anything herein With respect to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained matters described in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent6.8, the Company or their respective Affiliates to terminate, amend or otherwise modify will not send any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan written notices or other employee benefit plan, program, policy, arrangement or agreement following written communication materials to Company Employees without the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any prior written consent of their respective AffiliatesParent.

Employee Matters. (a) Parent agrees that, during During the period commencing at on the Effective Time Closing Date and ending on the first anniversary thereof, the employees of the Company and Closing Date, Parent shall, or shall cause one of the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Surviving Company and any Company Subsidiaryits Subsidiaries) after the Effective Time to provide: (the “Continuing Employees”i) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program (other than G. Xxxx Xxxxx and Xxxxxxx Xxxxx) of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were who continues employment with Parent or any of the Parent Subsidiaries (including the Surviving Company or any of its AffiliatesSubsidiaries) after the Second Effective Time (a “Continuing Employee”) with (A) an annual base salary or base wage rate that is, and (B) a target annual cash bonus opportunity that, taken together with the annual base salary or base wage rate provided to such Continuing Employee after the First Effective Time is, in each case case, no less favorable than provided to the same extent that such service was recognized Continuing Employee by the Company or any Company Subsidiary immediately prior to the First Effective Time; and (ii) each Continuing Employee with employee welfare and retirement benefits (excluding any benefits provided under any defined benefit pension plan or post-retirement medical plan) that are substantially comparable or more favorable in the aggregate to those provided to such Continuing Employee by the Company and the Company Subsidiaries immediately prior to the First Effective Time. (b) All service of the Continuing Employees to the Company and the Company Subsidiaries and their respective predecessors shall be recognized for purposes of determining eligibility to participate, vesting and accrual and level of benefits with respect to each Parent Plan in which any Continuing Employee will participate after the Second Effective Time (excluding any defined benefit pension or post-retirement medical plan) to at least the same extent as such similarly situated Parent employees are entitled to credit for service under the comparable Company Benefit Plan; provided that no such crediting of service shall be required Parent Plans, except to the extent it such recognition would result in any the duplication of benefits. . In addition, Parent or the Parent Subsidiaries (c) Parent including the Surviving Company and its Subsidiaries), as applicable, shall use commercially reasonable efforts to cause each employee benefit plan or program Parent Plan that is a group health plan welfare benefit plan, within the meaning of Parent and its Affiliates (including the Company or any Company SubsidiarySection 3(1) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to of ERISA to: (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, requirements other than limitations preexisting condition limitations, exclusions or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan Employees and that have not been satisfied or waived as of the First Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the First Effective Time; and (ii) provide such recognize for each Continuing Employee and his or her covered spouse, domestic partner and dependents with credit for any purposes of applying annual deductible, co-payments payment and deductibles out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the date on which the Continuing Employee begins participation in such Parent Plan, except to the extent such recognition would result in the duplication of benefits. (c) If requested by Parent not less than ten Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is reasonably necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Second Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, to the extent that Parent requests that the Company seek such determination letter, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, inclusive of loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance (including any change in coverage from a Company Benefit Plan promissory notes) distributed to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Continuing Employees from the Company 401(k) Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained Nothing in this Section 6.10 are included for the sole benefit of the parties, and that nothing 4.9 or elsewhere in this Agreement, whether express expressed or implied, (i) shall be treated as an amendment construed to create a right in any employee of the Company or other modification any of the Company Subsidiaries to employment with Parent, the Surviving Company or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between Parent, the Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking any of their respective Affiliates and the Continuing Employee. Nothing in this Agreement shall be deemed to amend or modify any such plan compensation or arrangement)benefit arrangement of Parent, (ii) the Company, or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Company or any of their respective Affiliates Subsidiaries to terminate, amend or otherwise modify terminate any Parent Plan, any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, program, policy, arrangement or agreement following the Effective Time or (iii) nothing in this Section 4.9 shall create any third-third party beneficiary rights, benefits or other right (A) remedies of any nature whatsoever in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or of the Company or any of their respective Affiliatesthe Company Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

Employee Matters. (a) Parent agrees thatSubject to any limitations or requirements imposed by Applicable Law, during for the period commencing at 12 months immediately following the Effective Time and ending on Closing Date, or, if earlier, until the first anniversary thereoftermination of their employment or service, the employees of Buyer shall cause the Company and to provide to those individuals who were actively employed by the Company Subsidiaries immediately prior to the Closing Date and who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) actively employed after the Effective Time Closing Date on a continuous basis (the “Continuing Company Employees”) shall receive ), (xi) base salary or wages (as applicable) and target annual incentive opportunities that hourly wage rates that, on an individual basis, are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior Buyer’s or its Affiliates’ similarly situated employees, (ii) annual target cash bonus opportunities (other than equity-based compensation) that, on an individual basis, are no less favorable than the annual target cash bonus opportunities (other than equity-based compensation) available to the Effective Time Buyer’s or its Affiliates’ similarly situated employees, and (yiii) other employee benefits (other than equity-based compensation) that are substantially comparable in the aggregate to the employee benefits provided to Buyer’s or its Affiliates’ similarly situated employees. Notwithstanding the foregoing, this Section 10.01(a) shall not prohibit the Buyer or the Company from reducing the salary, wages or other compensation of any Company Employee if such Continuing reduction is contemporaneous with and proportionate to any salary, wage or compensation reduction programs affecting Buyer’s or its Affiliates other similarly-situated employees. (b) Following the Closing, Buyer shall, or shall cause its Affiliates and the Company to, cause any employee benefit plans covering any of the Company Employees immediately prior to following the Effective Time Closing Date (excludingcollectively, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or postthe “Post-employment welfare benefitsClosing Plans”) to, except to the extent required by applicable Law). such service credit would result in a duplication of benefits for the same period of service, such past service is not recognized for similarly-situated employees of Buyer or with respect to any plan or benefit that is grandfathered or frozen as to participation or accruals, (bi) Parent shall recognize the service of each Company Employee with the Company prior to the Closing Date for purposes of eligibility to participate, vesting and, solely with respect to severance levels and paid time-off, benefit accruals, to the extent set forth in Section 4.11(a) of the Disclosure Schedule, (ii) use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, exclusions and waiting periods service conditions with respect to participation and coverage requirementsrequirements applicable to Company Employees and their dependents to the same extent such preexisting conditions, other than limitations or waiting periods that are already in effect exclusions and service conditions were waived under any similar Employee Plan prior to the Effective Time Closing Date, to the extent Buyer can reasonably determine that such preexisting conditions, exclusions and service conditions were waived under any similar Employee Plan prior to the Closing Date, and (iii) with respect to any medical plan, use commercially reasonable efforts to waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to Company Employees or their dependents following the Closing to the same extent such Continuing waiting period limitation was waived under any similar Employee Plan prior to the Closing Date, to the extent Buyer can reasonably determine that such waiting period limitation or evidence of insurability requirement was waived under any similar Employee Plan prior to the Closing Date. Following the Closing, Buyer shall, or shall cause the Company to, cause each Company Employee to be eligible to receive under the comparable Company Benefit Plan Post-Closing Plans such periods of vacation leave, sick leave, personal days, holidays and that have not been satisfied other similar periods of leave as were accrued on the Company’s payroll records as of the Effective Time Closing Date and (ii) provide such Continuing available to the Company Employee and his or her covered dependents with credit for any co-payments and deductibles paid during from the plan year of and Company immediately prior to any change the Closing, subject to the terms of the applicable Employee Plan under which such benefits are provided with respect to the mechanics of taking such periods of leave and not as to the amount of leave itself. (c) Prior to the Closing Date, the Company shall, if specifically requested in coverage from writing by Buyer no later than 5 Business Days prior to the Closing Date, adopt resolutions, conditioned on the occurrence of the Closing, to cause one or more Employee Plans to terminate as of a Company Benefit Plan date on, immediately before, or after the Closing Date (as determined by Buyer) All resolutions adopted or executed in connection with the implementation of this Section 10.01(c) shall be subject to such New Plan in satisfying any applicable deductible Buyer’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned or out-of-pocket requirements under such New Plandelayed. (d) In Nothing contained in this Section 10.01 shall be construed as requiring the event that the Closing occurs prior to continued employment or engagement of any employee or other service provider of the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained . Nothing in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, 10.01 shall (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any a third-party beneficiary relationship or otherwise confer any benefit, entitlement, or right upon any Person other right (A) in any other Personthan the parties hereto, including any Company Participant right to employment or continued employment for any specified period, of any nature or kind whatsoever under this Section 10.01 or (ii) be deemed an amendment or modification of, or waiver under, any Employee Plan or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company plan of Buyer or any of their respective its Affiliates. Nothing in this Agreement shall be deemed to require duplicate benefits to be paid or provided to or with respect to any employee under any Employee Plan or any employee benefit plan of Buyer or any of its Affiliates for the same period of service.

Employee Matters. (a) Parent agrees that, during the For a period commencing at of one (1) year following the Effective Time and ending on the first anniversary thereofTime, the employees Parent shall provide, or shall cause to be provided, to each employee of the Company and the Company its Subsidiaries who remain in the employment of continues to be employed by Parent and or its Subsidiaries (including the Company and any Company Subsidiary) after following the Effective Time (the “Continuing Employees”) shall receive ), for so long as such Continuing Employee is employed following the Effective Time, (xi) base salary or wages base wage that is no less favorable than the base salary or base wage provided by the Company and its Subsidiaries to each such Continuing Employee immediately prior to the Effective Time, (as applicableii) target annual cash bonus opportunity and target annual long-term incentive opportunities compensation opportunity that are no less favorable in than the aggregate target annual cash bonus opportunity and target long-term incentive compensation opportunity provided by the Company and its Subsidiaries to each such Continuing Employee immediately prior to the Effective Time, and (iii) health and welfare benefits (other than severance benefits) that are substantially similar to those health and welfare benefits that are (x) provided to each such Continuing Employees Employee immediately prior to the Effective Time and or (y) other employee benefits that are substantially comparable provided to similarly situated employees of Parent or its Subsidiaries. For the avoidance of doubt, nothing in the aggregate this Agreement shall require Parent or any of its Subsidiaries to employ any Person. (b) Solely to the extent employee benefit plans of Parent and its Subsidiaries (exclusive of the Company and its Subsidiaries) provide benefits provided to such any Continuing Employee on or following the Effective Time (each, a “Parent Benefit Plan”), Parent will use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its Affiliates to be waived with respect to the Continuing Employees immediately and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made, (excluding, iii) give credit to any remaining benefit in each Continuing Employee’s account under the Company’s cafeteria plan and (iv) give each Continuing Employee service credit for such Continuing Employee’s employment with the Company and its Subsidiaries for purposes of determining such comparabilityvesting, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees accrual and their eligible dependents are eligible eligibility to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) applicable Parent Benefit Plan, as if such service were had been performed with Parent, except for benefit accrual under any defined benefit pension plan, postretirement welfare plan or any plan maintained by Parent or any of its AffiliatesSubsidiaries under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or that is grandfathered or frozen, in each case either with respect to the same extent that such service was recognized by the Company level of benefits or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required participation, or to the extent it would result in any a duplication of benefits. (c) Unless otherwise requested by Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates not less than ten (including 10) Business Days before the Closing Date, the Company shall adopt board resolutions and take any corporate action as is necessary to terminate the Company Benefit Plans that are Tax-qualified defined contribution plans with a cash or any deferred arrangement under Section 401(k) of the Code (collectively, the “Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Qualified DC Plan”) to (i) waive), or cause effective as of the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect day prior to the Effective Time Closing Date but contingent on the occurrence of the Closing. The form and substance of such resolutions and any other actions taken in connection with respect the foregoing termination shall be subject to such Continuing Employee the review and approval of Parent. Upon the distribution of the assets in the accounts under the comparable Company Benefit Qualified DC Plan and that have not been satisfied as to the participants, Parent shall permit such participants who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during Code), in the plan year form of and prior to any change in coverage cash, from a the Company Benefit Qualified DC Plan to such New Plan in satisfying any the applicable deductible Tax-qualified defined contribution plans of Parent or out-of-pocket requirements under such New Planits Subsidiaries. (d) In The provisions of this Section 5.7 are solely for the event that the Closing occurs prior to the Company paying annual incentives in respect benefit of the fiscal year in which the Closing occursParties. No current or former director, each participant in officer, employee or other service provider or any other person shall be a third-party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Parent Benefit Plan, Company Benefit Plan that is an annual cash incentive or other compensation or benefit plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closingor arrangement for any purpose. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without Without limiting the generality of the foregoing in this Section 9.075.7, the parties hereby acknowledge and agree that all provisions nothing contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) Agreement shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of otherwise obligate Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesAffiliates to (i) maintain any particular Benefit Plan or (ii) retain the employment or services of any current or former director, employee or other service provider.

Employee Matters. (a) Parent agrees that, during the period commencing at Effective as of the Effective Time and ending on until the first one (1) year anniversary thereofof the Closing Date, Parent shall provide, or shall cause the employees Surviving Corporation to provide, to each employee of the Company and the Company or any of its Subsidiaries who remain in continue to be employed by Parent or the employment Surviving Corporation or any of Parent and its their respective Subsidiaries (including the Company and any Company Subsidiary) after following the Effective Time (the “Continuing Company Employees”) shall receive for so long as the applicable Company Employee remains employed by Parent or the Surviving Corporation or any of their respective Subsidiaries, (xi) annual cash compensation (in the form of base salary or wages and cash-based incentive compensation opportunity) which is no less than that provided to such Company Employee immediately prior to the Effective Time, (as applicableii) and target annual incentive opportunities employee benefits that are no less favorable in the aggregate than those employee benefits provided to similarly situated employees of Parent or any of its Subsidiaries, but in no event less than those received by such Continuing Employees Company Employee immediately prior to the Effective Time Time, and (yiii) other employee benefits an equity-based incentive compensation opportunity that are substantially comparable in the aggregate to the benefits is no less favorable that that provided to such Continuing similarly situated employees of Parent or any of its Subsidiaries. (b) Following the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause any employee benefit plans sponsored or maintained by Parent or the Surviving Corporation or their respective Subsidiaries in which the Company Employees immediately are eligible to participate following the Closing Date (collectively, the “Post-Closing Plans”) to recognize the service of each Company Employee with the Company and its Subsidiaries prior to the Effective Time (excluding, for purposes of determining such comparabilityeligibility, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each (including vacation and other paid time off plan or programcredit) the service of under such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its AffiliatesPost-Closing Plans, in each case case, to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the a comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) Plan in which Continuing Employees are such Company Employee was eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect immediately prior to the Effective Time Time; provided that such recognition of service shall not (i) apply for purposes of any defined benefit retirement plan or plan that provides retiree welfare benefits, (ii) operate to duplicate any benefits of a Company Employee with respect to the same period of service, (iii) apply for purposes of any plan, program or arrangement of Parent or any of its Subsidiaries that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any Post-Closing Plan, for the plan year in which such Company Employee is first eligible to participate, Parent shall (A) cause any pre-existing condition limitations or eligibility waiting periods or actively-at-work requirements under such plan to be waived with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time Employee, and (iiB) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior respect to any change Post-Closing Plan that provides medical, dental, pharmaceutical or vision insurance, credit each Company Employee for an amount equal to any medical, dental, pharmaceutical or vision expenses incurred by such Company Employee in coverage from a the year that includes the Closing Date (or, if later, the year in which such Company Benefit Plan Employee is first eligible to participate in such New Plan in satisfying Post-Closing Plan, if applicable) for purposes of any applicable deductible or deductible, coinsurance and annual out-of-pocket expense requirements under any such New Plan. (d) In Post-Closing Plan to the event that extent such expenses would have been credited under the Closing occurs Company Benefit Plan in which such Company Employee participated immediately prior to the Company paying Effective Time. Such credited expenses shall also count toward any annual incentives in respect or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Dateplan. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during Between the period commencing at date hereof and the Effective Time Time, the Company shall (and ending on the first anniversary thereof, Company shall cause its Subsidiaries to) make reasonably available to Parent the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including so that Parent may interview such employees and evaluate their roles and responsibilities with the Company and any Company Subsidiaryits Subsidiaries, including with respect to potential promotions, transfers, or job eliminations following the Closing. (b) after The Parties agree that for a period of 12 months following the Effective Time (the “Continuation Period”), and subject to the last sentence of this Section 6.9(b), Parent shall, or shall cause the applicable Subsidiary of Parent, including the Company and its Subsidiaries, to provide each employee of Parent or any of its Subsidiaries (including, for the avoidance of doubt, employees of the Company or any of its Subsidiaries) (collectively, “Continuing Employees”) shall receive compensation and employee benefits (xincluding, for the avoidance of doubt, severance payments and benefits) base salary in a manner that neither favors nor disfavors (other than in an immaterial manner) such individual, in whole or wages (as applicable) and target annual incentive opportunities that are no less favorable in part, on the aggregate than those provided to basis of whether such Continuing Employees individual was an employee of Parent or any of its Subsidiaries, on the one hand, or the Company or any of its Subsidiaries on the other hand, immediately prior to the Effective Time Time; provided, however, that this Section 6.9(b) shall be deemed satisfied in the event Parent should for the Continuation Period, either (i) provide compensation and (y) other employee benefits that are substantially comparable in the aggregate to the compensation and employee benefits provided to such which the Continuing Employees were entitled immediately prior to the Effective Time, (ii) provide compensation and employee benefits to the Continuing Employees employed by Parent or any of its Subsidiaries immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with than the Company or any Company Subsidiary (including any predecessors theretoand its Subsidiaries) as if such service were with Parent or its Affiliates, in each case to at substantially the same extent that such service was recognized level as applies to similarly-situated individuals employed by the Company or any of its Subsidiaries or (iii) provide compensation and employee benefits to the Continuing Employees employed by the Company Subsidiary or any of its Subsidiaries immediately prior to the Effective Time at substantially the same level as applies to similarly-situated individuals employed by Parent or any of its Subsidiaries (other than the Company and its Subsidiaries). For the avoidance of doubt, nothing in this Section 6.9(b) shall prevent Parent or any of its Subsidiaries from converting the method of payment for any Continuing Employee from salaried to an hourly basis. (c) Prior to the Effective Time, the Parent Board and the Company Board shall take such action as is necessary to provide that the Transactions contemplated by this Agreement are deemed to constitute a “Change in Control” or “Change of Control” for purposes of each Company Benefit Plan or Parent Benefit Plan listed on Schedule 6.9(c) of the Company Disclosure Letter and Schedule 6.9(c) of the Parent Disclosure Letter. (d) Parent shall, or shall cause the Surviving Corporation and its Subsidiaries, to honor their respective obligations under all employment, severance, change in control, retention and other agreements, if any, between the Company (or a Subsidiary thereof) and a Company Employee, including, but not limited to, those Company Benefit Plans set forth on Schedule 6.9(d) of the Company Disclosure Letter, it being understood that the foregoing shall not be construed to limit any amendments or terminations otherwise permitted by the terms of the applicable agreements. (e) From and after the Effective Time, as applicable, the Parties shall, or shall cause the Surviving Corporation and its Subsidiaries, to take commercially reasonable efforts to credit the Company Employees for purposes of vesting, eligibility, severance and benefit accrual under the comparable Parent Benefit Plans and the Company Benefit Plan; provided that no such crediting Plans, as applicable, (other than for any purposes with respect to any “defined benefit plan” as defined in Section 3(35) of service shall be required ERISA, retiree medical benefits or disability benefits or to the extent it would result in any a duplication of benefits or compensation for the same period of service) in which the Company Employees participate, for such Company Employees’ service with the Company and its Subsidiaries, as applicable, to the same extent and for the same purposes that such service was taken into account under a corresponding Company Benefit Plan in effect immediately prior to the Closing Date, to the extent that such credit does not result in duplicate benefits. (cf) Parent The Parties shall, or shall use cause the Surviving Corporation and its Subsidiaries, to take commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waivewaive any limitation on health coverage of any Company Employees or any of their covered, eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable Parent Benefit Plan to the extent such Company Employee or cause the waiver ofcovered, all limitations eligible dependents are covered under an analogous Company Benefit Plan, as to preexisting conditionsapplicable, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect immediately prior to the Effective Time with respect to Closing Date, and such Continuing Employee conditions, periods or requirements are satisfied or waived under the comparable Company such Parent Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing give each Company Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of in which the Closing Date occurs towards applicable deductibles and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or annual out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs limits for medical expenses incurred prior to the Company paying annual incentives Closing Date for which payment has been made, in respect of each case, to the fiscal year in which extent permitted by the Closing occurs, each participant in a applicable insurance plan provider and only to the extent such deductibles or limits for medical expenses were satisfied or did not apply under the analogous Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after effect immediately prior to the Closing Date. (eg) Notwithstanding anything herein Prior to the contrary Closing Date, if requested by Parent in writing at least three (3) days before the Closing, the Company shall cause the Company and without limiting its Subsidiaries to take all necessary and appropriate actions to cause (i) each Company Benefit Plan intended to be qualified under Section 401(a) of the generality Code (the “Company 401(k) Plan”) to be terminated and (ii) all participants to cease participating under the Company 401(k) Plan, in each case, effective no later than the Business Day preceding the Closing Date; provided, however, that such actions may be contingent upon Closing. The Company shall provide Parent with an advance copy of all documentation necessary to effect this Section 6.9(g) and a reasonable opportunity to comment thereon prior to the adoption or execution thereof. In the event the Company 401(k) Plan is terminated as set forth in the preceding sentence, as soon as administratively practicable following the Effective Time, Parent shall take any and all reasonable actions as may be reasonably required, including amendments to a defined contribution retirement plan intended to be qualified under Section 401(a) of the Code designated by Parent (the “Parent 401(k) Plan”) to (A) cause the Parent 401(k) Plan to accept any “eligible rollover distributions” (within the meaning of Section 9.07402(c)(4) of the Code) in the form of cash in an amount equal to the full account balance distributed or distributable to such Company Employee from the Company 401(k) Plan to the Parent 401(k) Plan, including any outstanding loans and (B) cause each Company Employee to become a participant in the parties hereby acknowledge and agree that all Parent 401(k) Plan as of the Closing Date (subject to any applicable eligibility requirements, but giving effect to the service crediting provisions contained of Section 6.9(e)). (h) Nothing in this Agreement shall constitute an establishment or termination of, or an amendment to, or be construed as establishing, terminating or amending, any Employee Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 6.10 6.9 are included for the sole benefit of the partiesParties and nothing herein, and that nothing in this Agreement, whether express expressed or implied, is intended or will be construed to confer upon or give to any Person (i) shall be treated as an amendment including, for the avoidance of doubt, any Company Employee or other modification current or former employee of any Company Benefit Planthe Company, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates), other than the Parties and their respective permitted successors and assigns, any third party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Section 6.9. Nothing in this Section 6.9 is intended to (i) prevent Parent, the Surviving Corporation or any of their Affiliates from terminating the employment or service of any Person, including a Company Employee, at any time and for any reason, (ii) provide any Person any right to employment or service or continued employment or service with Parent or any of its Subsidiaries (including following the Effective Time, the Surviving Corporation) or any particular term or condition of employment or service, or (iii) prevent Parent, the Surviving Corporation or any of their Affiliates from terminating, revising or amending any Employee Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries.

Employee Matters. (a) Parent agrees that, during the For a period commencing at the Effective Time and ending on the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after one year immediately following the Effective Time (or such shorter period of employment, as the “case may be), Parent shall provide each Continuing Employees”) shall receive (x) Employee with base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable than, and other compensation and benefits (excluding equity or equity-based compensation) that are substantially equivalent to, the base salary or wages, and other compensation and benefits (excluding equity or equity-based compensation), as applicable, as in the aggregate than those provided effect with respect to such Continuing Employees Employee immediately prior to the Effective Time. (b) Following the Effective Time, Parent will, subject to Applicable Law, give each Continuing Employee full credit for prior service with the Company and its Subsidiaries for all purposes, except for participation in and benefit accrual under any defined benefit retirement plans or postretirement plans (other than Employee Plans in effect as of immediately prior to the Effective Time) providing medical, dental or life benefits, under any Parent employee benefit plan, program or arrangement for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, except if such credit would result in a duplication of benefits. In addition, Parent shall use its best efforts to waive, or cause to be waived, for each Continuing Employee, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Company or its Subsidiaries prior to the Effective Time and (y) other employee benefits that are substantially comparable 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 each Continuing Employee in the aggregate to the benefits provided to such Continuing Employees immediately prior to calendar year in which the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsoccurs. (c) The Company and Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that it will take all provisions actions required of it pursuant to Section 6.01(j) of the Company Disclosure Schedule. Nothing contained in this Section 6.10 are included for the sole benefit of the parties7.03, and that nothing in this Agreement, whether express expressed or implied, (i) shall be treated as an amendment is intended to confer upon any Continuing Employee any right to employment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or any of its Subsidiaries for any period by reason of this Agreement or be construed as an amendment to any Employee Plan. In addition, the Company provisions of this Agreement, in particular this Section 7.03, are solely for the benefit of the parties to this Agreement, and no current or former Service Provider or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of their respective Affiliatesthis Agreement.

Employee Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on Until the first anniversary thereof, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Benefits Continuation Period”), the Surviving Corporation shall provide, or cause to be provided, for those employees of the Company and its Subsidiaries who continue as employees of the Surviving Corporation or any of its Subsidiaries during all or a portion of the Benefits Continuation Period (the “Continuing Employees”) shall receive ), compensation (x) including base salary or wages (as applicablehourly wage rate and annual target and maximum bonus opportunity but excluding equity-based incentive compensation opportunities and employee stock purchase plans) and target annual incentive opportunities employee benefits that are no less favorable in the aggregate than those shall be substantially similar to the compensation and employee benefits provided by the Company or the applicable Subsidiary to such the Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in Time. Notwithstanding the aggregate foregoing, with respect to the benefits fiscal year during which the Closing occurs, the Surviving Corporation shall pay a pro rata portion of the bonus each Continuing Employee would be eligible to receive under the Company Value Added Plan (the “CVA”) for such fiscal year as if the applicable performance goals had been achieved at the target level of performance based on the number of days that lapse beginning on the first day of such fiscal year and ending on the Closing (provided to such Continuing Employees immediately prior Employee is not otherwise eligible or entitled to receive a CVA cash bonus for the Effective Time (excludingsame period). Nothing herein shall be deemed to be a guarantee of employment for any current or former employee of the Company or any of its Subsidiaries, for purposes or, other than as provided in any applicable employment agreement or other Contract, to restrict the right of determining Parent or the Surviving Corporation to terminate the employment of any such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)employee. (b) Parent The Surviving Corporation shall use commercially reasonable best efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements in any replacement or successor welfare benefit plan of the Surviving Corporation in which a Continuing Employee is eligible to participate following the Effective Time to the extent such exclusions or waiting periods that are already in effect were inapplicable to, or had been satisfied by, such Continuing Employee immediately prior to the Effective Time with respect to under the analogous Company Benefit Plan in which such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and participated, (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid prior to the Effective Time during the plan year of and prior that includes the Effective Time (to any change in coverage from a the same extent such credit was given under the analogous Company Benefit Plan prior to such New Plan the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements for the plan year that includes the Effective Time and (iii) recognize service prior to the Effective Time with the Company or any of its Subsidiaries for purposes of eligibility to participate and vesting and level of benefits for vacation and severance benefits under any employee benefit plan of the Surviving Corporation in which a Continuing Employee is eligible to participate following the Effective Time that is analogous and corresponding to a Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time to the same extent such service was recognized by the Company or any of its Subsidiaries under such New analogous and corresponding Company Benefit Plan; provided, however, that the foregoing shall not apply to the extent it would result in any duplication of benefits for the same period of service; provided, further, that, for the avoidance of doubt, the Surviving Corporation shall not be obligated to provide credit for years of service for benefit accrual purposes under any defined benefit pension plan maintained by the Surviving Corporation or its Subsidiaries prior to the date on which the Continuing Employee actually becomes a participant in such plan (it being understood that the Surviving Corporation shall in all cases provide credit for years of service for benefit accrual as required by any Company Benefit Plan). (c) If requested by Parent in writing within 30 Business Days prior to the Effective Time, effective immediately prior to, and contingent upon, the Effective Time, the Company will adopt such resolutions and/or amendments to terminate each Company Benefit Plan listed in Section 6.6(c) of the Company Disclosure Letter (each, a “Terminated Plan”). Prior to the Effective Time, the Company will provide Parent with a copy of the resolutions and/or plan amendments (the form and substance of which will be subject to review and approval by Parent) evidencing that each Terminated Plan has been terminated. (d) In From and after the event that Effective Time, Parent shall or shall cause the Closing occurs prior Surviving Corporation to honor, in accordance with its terms, each change in control agreement and nonqualified deferred compensation plan identified in Section 6.6(d) of the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, Disclosure Letter and each participant in a other Company Benefit Plan expressly requiring the Surviving Corporation or its successor to assume such Company Benefit Plan. Parent and Merger Sub acknowledge that is an annual cash incentive plan shall receive a cash bonus based on the achievement consummation of the target level of performance, which bonus shall be prorated based on Merger and the number of days transactions contemplated by this Agreement will constitute a change in the applicable performance period that have elapsed as control of the Closing. Any such bonus shall be paidCompany under the terms of the Company Benefit Plans containing provisions triggering payment, less any required withholding Taxes, as soon as practicable (and vesting or other rights upon a change in no event more than five (5) days) after the Closing Datecontrol or similar transaction. (e) Notwithstanding any other provision of this Agreement to the contrary, Parent shall or shall cause the Surviving Corporation to provide Continuing Employees who experience a qualifying employment termination during the Benefits Continuation Period with severance benefits as set forth on Section 6.6(e) of the Company Disclosure Letter. (f) If requested by Parent in writing within 30 days prior to the Effective Time, the Company will, at least one day prior to the Effective Time, adopt the amendments described in Section 6.6(f) of the Company Disclosure Letter, in a form reasonably satisfactory to Parent, to the benefit plans and arrangements set forth and described on Section 6.6(f) of the Company Disclosure Letter. Prior to the Effective Time, the Company will provide Parent with a copy of the amendments evidencing that such amendments have been adopted. (g) Notwithstanding anything contained herein to the contrary and without limiting contrary, with respect to any Continuing Employees who are covered by a collective bargaining agreement or labor union contract or who are based outside of the generality of Section 9.07United States, the parties hereby acknowledge and agree that all provisions contained in Parent ’s obligations under this Section 6.10 are included for 6.6 shall be in addition to, but without duplication, and not in contravention of, any obligations under the sole benefit applicable collective bargaining agreement or labor union contract or under the Laws of the parties, foreign countries and that nothing political subdivisions thereof in which such Continuing Employees are based. (h) Nothing contained in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other any employee benefit plan, program, policy, arrangement plan maintained or agreement (sponsored by Parent or an undertaking to amend any such plan or arrangement)its Subsidiaries, (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) rights in any other Person, including any Company Participant Continuing Employee or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) Person or (Biii) to continued employment with shall limit the right of Parent or the Company Surviving Corporation or any of their respective AffiliatesSubsidiaries to amend, terminate or otherwise modify any Company Benefit Plan following the Closing Date.

Employee Matters. (a) Parent agrees that, during For a period of not less than one year following the period commencing at the Effective Time and ending on the first anniversary thereofClosing Date, the employees of the Company and the Company Subsidiaries Surviving Corporation shall cause each individual who remain in the employment of Parent and its Subsidiaries (including is employed by the Company and any Company Subsidiary) after Subsidiary immediately before the Effective Time (the each, a “Continuing EmployeesEmployee”) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those to be provided to such Continuing Employees immediately prior to the Effective Time and (y) other with employee benefits that are substantially comparable in the aggregate to the benefits those provided to such Continuing Employees persons immediately prior to the Effective Time, provided that any such employee benefits shall only be required to be provided to the extent substantially comparable benefits are provided to similarly situated employees of Parent or its Subsidiaries as in effect at the Effective Time. Except to the extent necessary to avoid the duplication of benefits, the Surviving Corporation shall recognize the service of each Continuing Employee prior to the Effective Time as if such service had been performed with Parent or its Affiliates (i) for all purposes under the Company Benefit Plans maintained by the Surviving Corporation or its Affiliates after the Effective Time (excludingto the extent such plans, programs, or agreements are provided to Continuing Employees), (ii) for purposes of determining such comparability, eligibility and vesting under any retention bonus, defined employee benefit pension plans and programs of the Surviving Corporation or retiree its ERISA Affiliates other than the Company Benefit Plans (the “Surviving Corporation Plans”) in which the Continuing Employee participates after the Effective Time and (iii) for benefit accrual purposes under any Surviving Corporation Plan that is a vacation or post-employment welfare benefits, except to severance plan in which the extent required by applicable Law)Continuing Employee participates after the Effective Time. (b) Parent shall use commercially reasonable efforts With respect to cause each employee benefit any welfare plan or program of Parent maintained by the Surviving Corporation or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or programTime, a “New Plan”) the Surviving Corporation and its Affiliates shall use reasonable best efforts to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, conditions and exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements applicable to such employees to the extent such conditions and exclusions were satisfied or waiting periods that are already in effect did not apply to such employees under the welfare plans maintained by the Company or its Affiliates prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the extent applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend under any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees thatFor a period of 12 months following the Closing Date (or, during if earlier, until the period commencing at the Effective Time and ending on the first anniversary thereof, the employees termination of employment of the Company and relevant employee), Parent shall cause each employee who is employed as of the Closing Date by the Company Subsidiaries or a Subsidiary thereof (a “Company Employee”) and who remain in the employment remains employed by Parent or any of Parent and its Subsidiaries (including the Company and Surviving Corporation, LLC Sub or any Company Subsidiaryof their Subsidiaries) after on the Effective Time Closing Date (the a “Continuing EmployeesEmployee”) shall receive to be provided with (xi) annual base salary or wages (as applicable) and target annual incentive opportunities base wage rate that are is no less favorable than the annual salary or base wage rate in the aggregate than those provided to effect for such Continuing Employees Employee immediately prior to the Effective Time date hereof, (ii) a target annual cash incentive opportunity that is no less favorable than the target annual cash incentive opportunity provided by Parent or its Subsidiaries to similarly situated employees of Parent or its Subsidiaries, and (yiii) other employee benefits (excluding defined benefit pension, nonqualified deferred compensation, equity or equity-based, or post-termination or retiree health or welfare benefits) that are are, in the aggregate, substantially comparable to those (excluding defined benefit pension, nonqualified deferred compensation, equity or equity-based, or post-termination or retiree health or welfare benefits) in the aggregate to the benefits provided to effect for either (i) such Continuing Employees Employee immediately prior to the Effective Time date hereof through the Company Plans, or (excluding, for purposes ii) similarly situated employees of determining such comparability, any retention bonus, defined benefit pension Parent or retiree or post-employment welfare benefits, except to the extent required by applicable Law)its Subsidiaries. (b) From and after the Effective Time, as applicable, Parent shall, or shall cause the Surviving Corporation, LLC Sub and their respective Subsidiaries, to take commercially reasonable efforts to credit the Continuing Employees for purposes of vesting, eligibility and benefit accrual under the Parent Plans (other than for any purposes with respect to any equity or equity-based benefits, “defined benefit plan” as defined in Section 3(35) of ERISA, disability benefits, retiree medical benefits or to the extent it would result in a duplication of benefits or duplicate compensation for the same period of service) in which the Continuing Employees participate, for such Continuing Employees’ service with the Company and its Subsidiaries, to the same extent and for the same purposes that such service was taken into account under a corresponding Company Plan in effect immediately prior to the Closing Date. (c) In the calendar year in which the Closing Date occurs, Parent shall, or shall cause the Surviving Corporation, LLC Sub and their respective Subsidiaries, to take commercially reasonable efforts to (i) waive any limitation on health coverage of any Continuing Employee and his or her covered, eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable Parent Plan to the extent such Continuing Employee and his or her covered, eligible dependents are covered under an analogous Company Plan immediately prior to the Closing Date, and such conditions, periods or requirements are satisfied or waived under such Company Plan and (ii) give each Continuing Employee credit for the plan year in which the Closing Date occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred and contributions to flexible spending accounts prior to the Closing Date for which payments have been made, in each case, to the extent permitted by the applicable insurance plan provider and only to the extent such deductibles or limits for medical expenses were satisfied or did not apply under the analogous Company Plan in effect immediately prior to the Closing Date. (d) From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation, LLC Sub and their respective Subsidiaries, to assume and honor their respective obligations under all employment, severance, change in control and other agreements, if any, between the Company (or a Subsidiary thereof) and an individual employed prior to the Closing Date by the Company or a Subsidiary thereof. (e) Prior to the Closing Date, if requested by Parent in writing, the Company shall cause the Company and its Subsidiaries to take all necessary and appropriate actions to cause each Company Plan intended to be qualified under Section 401(a) of the Code (the “Company 401(k) Plan”) to be terminated effective no later than the Business Day preceding the Closing Date; provided, however, that such action may be contingent upon Closing. The Company shall provide Parent with an advance copy of all documentation necessary to effect this Section 6.9(e) and a reasonable opportunity to comment thereon prior to the adoption or execution thereof. As soon as reasonably practicable following the Effective Time, Parent shall use commercially reasonable efforts to cause each employee benefit take any and all action as may be reasonably required, including amendments to a defined contribution retirement plan or program intended to be qualified under Section 401(a) of the Code designated by Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after (the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program“Parent 401(k) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as Parent 401(k) Plan to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already accept any “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in effect prior the form of cash in an amount equal to the Effective Time with respect full account balance distributed or distributable to such Continuing Employee under from the comparable Company Benefit 401(k) Plan and that have not been satisfied as of to the Effective Time Parent 401(k) Plan and (ii) provide such cause each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during to become a participant in the plan year Parent 401(k) Plan as soon as reasonably practicable following the Closing Date (giving effect to the service crediting provisions of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New PlanSection 6.9(b)). (df) In For purposes of determining the event that number of vacation days and other paid time off to which each Company Employee is entitled during the Closing occurs prior to the Company paying annual incentives in respect of the fiscal calendar year in which the Closing occurs, each participant in a Parent, LLC Sub, the Surviving Corporation or one of its Subsidiaries will assume and honor all unused vacation and other paid time off days accrued or earned by such Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed Employee as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and Closing Date for the calendar year in no event more than five (5) days) after which the Closing DateDate occurs. (eg) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained Nothing in this Section 6.10 6.9 is intended to (a) prevent Parent, the Surviving Corporation, LLC Sub or any of their Affiliates (i) from establishing, amending or terminating any of their respective Employee Benefit Plans or any other benefit or compensation plan, policy, program, contract, agreement or arrangement or, after the Effective Time, any Company Plan or (ii) from terminating the employment or service of any Person, including a Continuing Employee, at any time and for any reason or (b) provide any Person any right to employment or service or continued employment or service with Parent or any of its Subsidiaries (including following the Effective Time, the Surviving Corporation and following the consummation of the LLC Sub Merger, LLC Sub) or any particular term or condition of employment or service. (h) Nothing in this Agreement shall constitute an establishment or termination of, or an amendment to, or be construed as establishing, terminating or amending, any Employee Benefit Plan sponsored, maintained or contributed to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 6.9 are included for the sole benefit of the partiesParties and nothing herein, and that nothing in this Agreement, whether express expressed or implied, is intended or will be construed to confer upon or give to any Person (i) shall be treated as an amendment including, for the avoidance of doubt, any Company Employee, Continuing Employee or other modification current or former employee of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of its Affiliates), other than the Parties and their respective Affiliatespermitted successors and assigns, any third-party beneficiary, legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 6.9) under or by reason of any provision of this Section 6.9.

Employee Matters. (a) Parent agrees thatFor the one year period following the Closing Date, during the period commencing at the Effective Time and ending on the first anniversary thereofCME will provide, the employees or cause one of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries Affiliates to provide, each Continuing Employee with (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (xA) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in at least equal to the aggregate than those base salary provided to such the Continuing Employees immediately prior to the Effective Time Closing Date and (yB) benefits (other employee benefits that than equity compensation benefits) that, taken as a whole, are substantially comparable in the aggregate to the benefits those provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Closing Date. (b) Parent Except to the extent necessary to avoid the duplication of benefits, the Surviving Company shall use commercially reasonable efforts to cause recognize the service of each employee benefit plan or program of Parent Continuing Employee with GFI or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate before the Effective Time as if such service had been performed with CME or its Affiliates (i) for all purposes under the GFI Benefit Plans maintained by the Surviving Company or its Affiliates after the Effective Time (to take into account the extent such plans, programs, or agreements are delivered to Continuing Employees), (ii) for purposes of eligibility and vesting under any employee benefit plans and eligibility programs of the Surviving Company or its ERISA Affiliates other than the GFI Benefit Plans (the "Surviving Company Plans") in which the Continuing Employee participates after the Effective Time, and (iii) for purposes of benefit accrual purposes under each any Surviving Company Plan that is a vacation and other paid time off or severance plan or program) in which the service of such Continuing Employees prior to Employee participates after the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsTime. (c) Parent shall use commercially reasonable efforts With respect to cause each employee benefit any welfare plan maintained by the Surviving Company or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or programTime, a “New Plan”) the Surviving Company and its Affiliates shall use commercially reasonable efforts to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, conditions and exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements applicable to such employees to the extent such conditions and exclusions were satisfied or waiting periods that are already in effect did not apply to such employees under the welfare plans maintained by GFI or its Affiliates prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or out-of-pocket requirements to the extent applicable under any such New Planplan. (d) In the event that the Closing occurs prior Prior to the Company paying annual incentives Effective Time, GFI and the GFI Subsidiaries, as applicable, shall fully comply with all notice, consultation, collective bargaining or other bargaining obligations to any labor union, labor organization, works council or group of employees, workers and/or consultants to GFI and the GFI Subsidiaries in connection with the Transactions, including such obligations arising in respect of the fiscal year in which the Pre-Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateReorganization. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during This Section 5.11 shall apply only to each employee of the period commencing at Company and its Subsidiaries as of immediately prior to the Effective Time and ending on the first anniversary thereofTime, the excluding those employees of the Company and the Company its Subsidiaries who remain in the employment of Parent and its Subsidiaries are defined as “Hawaii Employees” (including for the avoidance of doubt, Hawaii Employees of Sea-Logix or HSI) under the Contribution, Assumption and Purchase Agreement (“Company Employees”); provided, however, only Sections 5.11(d), (f) and any (g) shall apply to Company SubsidiaryEmployees who are Represented Employees. For a period of one (1) after year following the Effective Time, (i) Parent shall provide, or cause to be provided, to each Company Employee, both (A) annual base salary or base wages, and (B) annual cash incentive compensation opportunities, that are no less favorable than such compensation arrangements in effect as of the Effective Time and (the “Continuing Employees”ii) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities use commercially reasonable efforts to provide other employee benefits that are no less favorable in the aggregate than those the employee benefits (including equity awards or other forms of long-term incentive compensation) provided to the Company Employees immediately prior to the Effective Time. Notwithstanding any other provision of this Agreement to the contrary, Parent shall or shall cause the Surviving Corporation to provide Company Employees whose employment terminates during the one (1) year period following the Effective Time with severance benefits at levels no less favorable than and pursuant to the terms of the Company’s current severance policies or, if more favorable, then as required by applicable local Law. (b) Parent shall (or shall cause the Surviving Corporation or another of its Subsidiaries to) use commercially reasonable efforts, to the extent permitted under applicable Law, to provide that for all purposes (including purposes of vesting, eligibility to participate and level of benefits but not for purposes of defined benefit pension accrual) under the employee benefit plans of Parent and its Subsidiaries providing benefits to any Company Employee after the Effective Time (including the Company Plans) (the “New Plans”), each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Continuing Employees Company Employee was entitled, before the Effective Time, to credit for such service under any similar Disclosed Company Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Parent shall (or shall cause the Surviving Corporation or another of its Subsidiaries to) use commercially reasonable efforts to provide that (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Disclosed Company Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent (or the Surviving Corporation or another of Parent’s Subsidiaries) shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable Old Plans of the Company or its Subsidiaries in which such Company Employee participated immediately prior to the Effective Time. Parent shall (or shall cause the Surviving Corporation or another of its Subsidiaries to) use commercially reasonable efforts to cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company 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 Company 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. (c) From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor all obligations under the Disclosed Company Plans to any Company Employee for the period ending at the Effective Time and any additional period at or after the Effective Time during which such Disclosed Company Plan remains in effect, and Parent acknowledges and agrees that the Transactions shall be deemed to constitute a “change in control,” “change of control,” “corporate transaction” or similar term under each such Disclosed Company Plan. (d) Notwithstanding anything to the contrary contained in this Agreement, with respect to each Company Employee whose terms and conditions of employment are covered by a collective bargaining agreement to or by which the Company or any of its Subsidiaries is a party or is bound, each such applicable collective bargaining agreement (each, a “Represented Employee”) shall govern such Represented Employee’s terms and conditions of employment (including compensation and benefits) for so long as such collective bargaining agreement remains in effect in accordance with, or as otherwise required by, applicable Law. (e) Parent acknowledges and agrees that each employee listed on Section 5.11(e) of the Company Disclosure Schedule shall have “good reason” (or other similar term) to terminate employment immediately after the Effective Time and that any notice requirement or cure provision is hereby waived. (f) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall (i) be treated as an amendment to any Company Plan, (ii) obligate Parent or the Surviving Corporation to (A) maintain any particular Company Plan or any other benefit plan, program or arrangement or (B) retain the employment of any particular employee for any specified period of time, or (iii) prevent Parent or the Surviving Corporation from amending or terminating any Company Plan or any other benefit plan, program or arrangement. (g) Nothing in this Section 5.11 shall create any third-party beneficiary right in any Person other than the parties to this Agreement, including any current or former Company Employee, any participant in any Company Plan, or any dependent or beneficiary thereof, or any right to continued employment of any Person with the Company, Parent, the Surviving Corporation or any of their respective Affiliates. (h) The Company shall terminate all of its cash bonus and similar cash-based incentive compensation plans, programs or arrangements set forth on Section 5.11(h) of the Company Disclosure Schedule (the “Company Incentive Plans”) immediately prior to the Effective Time and provide Parent, no later than five (y5) other employee benefits that are substantially comparable Business Days prior to the Effective Time, with a schedule by individual recipient of any and all payments to be made thereunder based on (i) for the quarterly bonus, the actual performance for the Company’s then current fiscal quarter through the Effective Time and pro-rated for the number of days worked in the aggregate fiscal quarter during which the Effective Time occurs and (ii) for the full year bonus (without duplication of the amount payable pursuant to the benefits provided preceding clause (i)), the actual performance for the Company’s then current fiscal year through the Effective Time and pro-rated for the number of days worked in the fiscal year during which the Effective Time occurs. For avoidance of doubt, any payments are to such Continuing Employees be made only to recipients who are Company Employees, and no payments shall be made in connection with or following the Closing under any Company Incentive Plan for performance based on any period of time other than the fiscal quarter during which the Closing occurs. All payments required to be made under the Company Incentive Plans in connection with this Section 5.11(h) shall be made as soon as practicable following the Effective Time by the Surviving Corporation through its payroll processing system. (i) To the extent permissible under applicable Laws, if requested by Parent prior to the Closing, the Company shall use reasonable best efforts to terminate, effective immediately prior to the Effective Time (excludingTime, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)other Company Plans as Parent requests. (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during During the period commencing at from the Effective Time through and ending on the first anniversary thereofincluding December 31, 2006, the employees of the Company and the Company Subsidiaries who remain in the employment of Parent the Surviving Corporation and its Subsidiaries (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (xi) base salary or wages (as applicable) and target annual incentive cash bonus opportunities that are no less favorable in the aggregate than those are substantially comparable to the wages and cash bonus opportunities provided by the Company and the Company Subsidiaries to such Continuing Employees employees immediately prior to the Effective Time, (ii) long-term incentive awards (which Parent currently expects will consist of stock appreciation rights and performance shares) that in the aggregate are substantially comparable to the long-term incentive awards granted to similarly situated employees of Parent as of the date hereof and (iii) other employee benefits (excluding for all purposes of this clause (iii) equity and equity-based compensation and long-term incentive awards) that in the aggregate are substantially comparable to the other employee benefits provided under the Company’s employee benefit plans to such employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent Nothing contained herein shall use commercially reasonable efforts to cause each employee benefit plan or program be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible the Surviving Corporation to participate after continue any specific plans or to continue the Effective Time to take into account for purposes employment of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsspecific person. (c) Parent shall use commercially reasonable efforts cause the Surviving Corporation to cause recognize the service of each Continuing Employee as if such service had been performed with Parent (i) for purposes of eligibility and vesting (but not benefit accrual under any defined benefit pension plan) under Parent’s employee pension benefit plans, (ii) for purposes of eligibility for vacation, and determining the amount of vacation to be received under Parent’s vacation programs, (iii) for purposes of eligibility and participation under any health or welfare plan maintained by Parent (other than any post-employment health or post-employment welfare plan) and (iv) unless covered under another arrangement with or of the Company, for eligibility and benefit calculation purposes under Parent’s severance plans (in the case of each of clauses (i), (ii), (iii) and (iv), solely to the extent that Parent elects to make such plan or program available to employees of the Surviving Corporation), but not for purposes of any other employee benefit plan or program that is a group health of Parent. (d) With respect to any welfare plan of maintained by Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time Time, Parent and its subsidiaries (each such employee benefit plan or program, a “New Plan”including the Surviving Corporation) shall use commercially reasonable efforts to (i) waive, or cause the waiver ofto be waived, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such employees to the extent such conditions, other than limitations exclusions and requirements were satisfied or waiting periods that are already in effect did not apply to such employees under the welfare plans of the Company and its Subsidiaries prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and annual deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the extent applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend under any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during the For a period commencing at on the Effective Time Closing Date and ending on the first anniversary thereofof the Closing (or, such shorter period of employment, as the employees case may be), each employee of the Company and the Company or its Subsidiaries who remain in the employment remains employed by Buyer or any of Parent and its Subsidiaries Affiliates (including the Company and any Company Subsidiary) after the Effective Time (the each, a “Continuing EmployeesEmployee”) shall receive from Buyer (xor its applicable Affiliate) compensation (including, base salary or wages (as applicableand annual bonus opportunity) and target annual incentive opportunities that are no less favorable is substantially comparable in the aggregate than those provided to what such Continuing Employees Employee was entitled to immediately prior to the Effective Time Closing Date and (y) other employee benefits that are substantially comparable in the aggregate to either those benefits that are generally made available as of the benefits provided date of this Agreement by the Company to such employees or by Buyer to similarly situated employees of Buyer and its Affiliates, as determined by Buyer in its sole discretion. This Section 6.02(a) shall not apply to Continuing Employees immediately prior whose terms and conditions of employment are governed by a collective bargaining, works council, or similar agreement. Buyer will cause the Company and its Subsidiaries to honor the Effective Time (excluding, for purposes terms of determining such comparability, any retention bonus, defined benefit pension written collective bargaining or retiree similar agreements to which the Company or post-employment welfare benefits, except to the extent required by applicable Law)its Subsidiaries is bound. (b) Parent Any Continuing Employee who incurs a termination of employment during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date shall be entitled to receive the severance payments and benefits that such Continuing Employee would have been entitled to receive from the Company and its Affiliates under its applicable written severance plans and policies as in effect immediately prior to the Closing and that have been made available to Buyer in accordance with Section 3.18(b) of this Agreement. (c) As of the Closing and solely with respect to Continuing Employees, should Buyer elect to transition a Continuing Employee from a Company Plan to a welfare plan of Buyer or one of its Affiliates, Buyer shall, and shall cause any applicable Affiliate to, and shall use commercially reasonable best efforts to cause any of their applicable respective Third Party insurance providers to, use reasonable best efforts to waive all limitations as to any pre-existing condition or waiting periods in its applicable welfare plans with respect to participation and coverage requirements applicable to each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are Employee under any welfare plans that such Continuing Employee may be eligible to participate in after the Effective Time Closing and to take into account credit each Continuing Employee for any copayments, deductibles, offsets or similar payments made under a Company Plan during the plan year that includes the Closing for purposes of vesting satisfying any applicable copayment, deductible, offset or similar requirements under the comparable plans of Buyer or any of its Affiliates. As of the Closing, Buyer shall, or shall cause any applicable Affiliate to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Plan as of the Closing, in each case, insofar as not prohibited by applicable Law. In addition, as of the Closing, Buyer shall, and eligibility (and shall cause its applicable Affiliate to give Continuing Employees full credit for purposes of eligibility, vesting, participation in and solely for vacation plans, determination of level of benefits under any employee benefit accrual under each vacation and compensation plans or arrangements (other paid time off plan than with respect to defined benefit plans, retiree medical plans or programfrozen benefit plans) the service of maintained by Buyer or an applicable Affiliate that such Continuing Employees prior may be eligible to participate in after the Effective Time Closing for such Continuing Employees’ service with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or of its Affiliates, in each case Subsidiaries to the same extent that such service was recognized credited for purposes of any comparable Company Plan immediately prior to the Closing, except, in each case, to the extent such treatment would result in duplicative benefits. (d) As soon as reasonably practicable following the date of this Agreement, the Company shall take all actions including obtaining any necessary determinations or resolutions of the Company Board (or a committee thereof), if appropriate, amending the terms of the Company ESPP that may be necessary or required under the Company ESPP and applicable Laws to (A) prohibit participants in the Company ESPP from increasing their payroll deductions from those in effect on the date of this Agreement (or to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement, except as may be required by applicable Law), (B) if the Closing shall occur prior to the scheduled ending date of an offering period (any such period, the “Final Offering”), provide each individual participating in the Final Offering with notice of the transactions contemplated by this Agreement no later than ten (10) Business Days prior to the Closing Date, (C) cause the Final Offering to end no later than one (1) Business Day prior to the Closing Date, (D) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering, but otherwise treat such shortened Final Offering as a fully effective and completed offering period for all purposes pursuant to the Company ESPP, (E) cause each Company ESPP participant’s accumulated contributions under the Company ESPP to be used to purchase Shares in accordance with the Company ESPP as of the end of the Final Offering, (F) provide that the applicable purchase price for Shares shall not be decreased below the levels set forth in the Company ESPP as of the date of this Agreement and (G) ensure that no further rights are granted or exercised under the Company ESPP after the Acceptance Time. Immediately prior to and effective as of the Closing (but subject to the consummation of the Transactions), the Company will terminate the Company ESPP. (e) If requested by Buyer in writing within ten (10) Business Days prior to the Closing, effective as of, and contingent upon, the Closing, the Company shall adopt such resolutions and/or amendments to terminate each Company Plan listed on Section 6.02(e) of the Company Letter (each, a “Terminated Plan”). The Company shall provide Buyer with a copy of the resolutions and/or plan amendments (subject to reasonable advance review and comment by Buyer) evidencing that each Terminated Plan has been terminated. (f) Each individual who is employed by the Company or any Company Subsidiary of its Affiliates as of immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that Closing and is a group health plan of Parent and its Affiliates (including participant in a cash bonus program maintained by the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after of its Affiliates for the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan occurs shall be eligible to receive a cash bonus based on the level of achievement of the target level applicable performance criteria as of performancethe Closing as determined by the Compensation Committee prior to the Closing, which bonus shall be prorated pro-rated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after paid to the applicable employee on the same date on which the bonus would have been paid to the employee had the Closing Datenot occurred (subject to the same employment or service requirements, and any acceleration of payments based on the terms of the applicable bonus program as in effect immediately prior to the Closing). (eg) Buyer hereby acknowledges and agrees that the consummation of the Transactions shall constitute a change in control or change of control (or words of similar import), as the case may be, for all purposes under each of the Company Plans for which such concept is relevant. (h) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.079.10, the parties hereby acknowledge and agree that all provisions contained in of this Section 6.10 6.02 are included solely for the sole benefit of the partiesParties, and that nothing in this Agreement, whether express no current or implied, (i) former Company Service Provider or any other individual associated therewith shall be treated regarded for any purpose as an amendment a third-party beneficiary of this Section 6.02. In no event shall the terms of this Agreement be deemed to confer upon any Company Service Provider any right to continued employment with Buyer or other modification any of its Affiliates (including, following the Acceptance Time, the Company and its Subsidiaries) or to limit the ability of Buyer, or any of its Affiliates to terminate the employment of any employee at any time and for any reason. Nothing herein shall be deemed to establish, amend, modify or cause to be adopted any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or any other employee benefit plan, program, policyagreement or arrangement maintained or sponsored by Buyer, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) From and after the Effective Time, Parent agrees thatshall cause the Surviving Entity and its Subsidiaries to honor all Parent Benefit Plans and Company Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Effective Time, during it being understood that the period commencing at foregoing shall not be construed as a limitation on the right of Parent and its Subsidiaries to amend or terminate any such Company Benefit Plan to the extent permitted by its terms. From the Effective Time and ending on until the first anniversary thereofof 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 Parent or its Subsidiaries (collectively, the “Parent Employees”), for so long as such Parent Employee remains employed by Parent and its Subsidiaries, (i) base compensation at least equal to that provided to the Parent Employee immediately prior to the Effective Time; (ii) annual incentive compensation opportunities (excluding equity-based compensation opportunities) that are no less favorable than those provided to similarly situated employees of the Company and its Subsidiaries, it being understood that the Company and its Subsidiaries who remain in shall make no modifications to bonus opportunities with respect to the employment Company’s fiscal year ended December 31, 2015; and (iii) employee benefits that are no less favorable than those provided to similarly situated employees of the Company and its Subsidiaries. (b) For all purposes (including purposes of vesting, eligibility to participate, severance, paid time off and level of benefits) under the employee benefit plans of Parent and its Affiliates providing any benefits to any current (as of immediately prior to the Effective Time) employee of the Company or its Subsidiaries (including collectively, the “Company and any Company SubsidiaryEmployees”) after the Effective Time (the “Continuing EmployeesNew Plans”) ), each Company Employee shall receive (x) base salary be credited with his or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes her years of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any and its Subsidiaries and their respective predecessors thereto) as if such service were with Parent or its Affiliatesan applicable subsidiary, in each case to the same extent that such service credit was recognized by given under the analogous Company or any Company Subsidiary immediately Benefit Plan prior to the Effective Time under the comparable Company Benefit Plan; Time, provided that no such crediting the foregoing shall not apply for purposes of service shall be required benefit accrual under defined benefit plans or to the extent it that its application would result in any a duplication of benefits. . In addition, and without limiting the generality of the foregoing, (ci) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a similar Company Benefit Plan in which such Company Employee participated (such plans, collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability, life, vacation or other welfare benefits to any Company Employee (or his or her covered dependents) (collectively, the “Parent Welfare Plans”), Parent shall use take commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, pre-existing condition exclusions and waiting periods with respect limitations and actively-at-work requirements of such Parent Welfare Plan to participation be waived for such Company Employee and coverage requirementshis or her covered dependents, other than limitations or waiting periods that are already in effect prior to the Effective Time with respect to and Parent shall cause any eligible expenses incurred by such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid under the corresponding Old Plan during the portion of the plan year of such Old Plans ending on the date such Company Employee’s participation in the corresponding Parent Welfare Plan begins (such initial plan year of participation, the “Initial Year of Participation”) to be taken into account under such Parent Welfare Plan for purposes of satisfying all deductible, coinsurance and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or maximum out-of-pocket requirements under applicable to such New Company Employee and his or her covered dependents for the Initial Year of Participation as if such amounts had been paid in accordance with such Parent Welfare Plan. (c) It is expressly acknowledged, understood and agreed that nothing in this Section 6.6 or otherwise contained in this Agreement is intended to or does or shall constitute an amendment to or establishment of any employee benefit or other plan or, subject to the express provisions of Section 6.6(a) and Section 6.6(b), shall prevent the amendment or termination of any such plan. Nothing herein shall be deemed to be a guarantee to any Company Employee of (i) employment or (ii) any specific term or condition of employment. (d) In the event that the Closing occurs prior to the Company paying annual incentives in respect The consummation of the fiscal year in which Merger and the Closing occurs, other Transactions shall be deemed to be a “change of control” (or similar phrase) within the meaning of each participant in a applicable Parent Benefit Plan or Company Benefit Plan (it being understood, that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall Effective Time, all holders of LTIP Units have waived their rights to have the transactions contemplated by this Agreement be paid, less any required withholding Taxes, treated as soon as practicable (and in no event more than five (5) days) after a “change of control” for purposes of the Closing Dateapplicable LTIP Unit award agreement). (e) Notwithstanding anything herein to the contrary and without limiting the generality Section 6.2(l) of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express Parent may, and may cause any Subsidiary of Parent to, amend any Parent Benefit Plan that includes a definition of “change of control” or implied, (i) term of similar import to provide that the consummation of the Merger and the other Transactions shall be treated as an amendment deemed to constitute a “change of control” or other modification term of any Company similar import within the meaning of such Parent Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during the period commencing at Effective as of the Effective Time and ending on for a period of one year thereafter, Parent shall provide, or shall cause the first anniversary thereofSurviving Corporation to provide, the to employees of the Company and the Company or its Subsidiaries who remain in continue to be employed by Parent or the employment Surviving Corporation or any of Parent and its their respective Subsidiaries (including the Company and any Company Subsidiary) after following the Effective Time (the “Continuing Company Employees”) shall receive (x) base salary for so long as the applicable Company Employee remains employed by Parent or wages (as applicable) the Surviving Corporation, compensation and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the compensation and benefits paid and provided to such Continuing Employees similarly situated employees of Parent and its Subsidiaries (other than the Company and its Subsidiaries); provided, that for purposes of the foregoing sentence the Company Benefit Plans provided to employees of the Company as of immediately prior to the Effective Time (excludingshall remain in place and be deemed to be substantially comparable, on an aggregate basis, to those provided to similarly situated employees of Parent and its Subsidiaries for purposes of determining such comparabilitythis sentence, any retention bonus, defined it being understood that the Company Employees may commence participation in Parent’s benefit pension or retiree or post-employment welfare benefits, except plans on different dates following the Effective Time with respect to the extent required by applicable Law)different benefit plans. (b) Following the Closing Date, Parent shall, or shall use commercially reasonable efforts to cause each the Surviving Corporation to, cause any employee benefit plan plans sponsored or program of maintained by Parent or its Affiliates the Surviving Corporation or their Subsidiaries in which Continuing the Company Employees and their eligible dependents are eligible to participate after following the Effective Time Closing Date (collectively, the “Post-Closing Plans”) to take into account recognize the service of each Company Employee with the Company and its Subsidiaries and all of their respective predecessor entities prior to the Closing Date for purposes of eligibility, vesting and eligibility (and for purposes of benefit accrual rates or contribution rates under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its AffiliatesPost-Closing Plans, in each case case, to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the a comparable Company Benefit PlanPlan in which such Company Employee was eligible to participate immediately prior to the Effective Time; provided that no such crediting recognition of service shall not (i) apply for benefit accrual purposes of any defined benefit retirement plan or plan that provides retiree welfare benefits, (ii) operate to duplicate any benefits of a Company Employee with respect to the same period of service, (iii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Parent and its Subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any Post-Closing Plan that provides medical, dental or vision insurance benefits, for the plan year in which such Company Employee is first eligible to participate, Parent shall use reasonable best efforts to (A) cause any pre-existing condition limitations or eligibility waiting periods under such plan to be required waived with respect to such Company Employee to the extent it such limitation would result have been waived or satisfied under the Company Benefit Plan in which such Company Employee participated immediately prior to the Effective Time, and (B) credit each Company Employee for an amount equal to any duplication medical, dental or vision expenses incurred by such Company Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate in such Post-Closing Plan) for purposes of benefitsany applicable deductible and annual out-of-pocket expense requirements under any such Post-Closing Plan to the extent such expenses would have been credited under the Company Benefit Plan in which such Company Employee participated immediately prior to the Effective Time, subject to the applicable information being provided to Parent. Such credited expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan. (c) Notwithstanding anything contained in this Agreement to the contrary, following the Effective Time, while employed by Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Surviving Corporation, the Company or any Company Subsidiary) in which Continuing Employees are eligible whose employment is governed by a Collective Bargaining Agreement shall be provided compensation and benefits pursuant to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause terms of the waiver of, all limitations applicable Collective Bargaining Agreement as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements, other than limitations or waiting periods that are already in effect prior from time to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plantime. (d) In If requested by Parent in writing delivered to the event that Company not less than ten (10) business days before the Closing occurs Date, the Board of Directors of the Company (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate, subject to the consummation of the transactions contemplated by this Agreement, and effective as of immediately prior to the Effective Time, the McMoRan Exploration Co. Employee Capital Accumulation Program (the “Company paying annual incentives in respect 401(k) Plan”). Following the Effective Time, the assets of the fiscal year in which Company 401(k) Plan shall be distributed to the Closing occursparticipants, each participant in a and Parent shall permit the Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the achievement meaning of Section 401(a)(31) of the target level of performance, which bonus Code) to Parent’s 401(k) plan. Individual account balances shall be prorated based on the number of days in the applicable performance period that have elapsed valued as of the Closing. Any such bonus date of transfer, and the transfer shall be paidin cash, less any required withholding Taxes, as soon as practicable (and except that outstanding loan balances shall be transferred in no event more than five (5) days) after the Closing Dateform of notes or other documentation evidencing such loans. (e) Notwithstanding anything herein From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor all accrued and vested benefits under the Company Benefit Plans in accordance with their terms as in effect immediately before the Effective Time and applicable Law as such agreements and arrangements may be modified or terminated in accordance with their terms from time to time. (f) Nothing in this Agreement shall confer upon any Company Employee or other service provider any right to continue in the contrary and without limiting the generality employ or service of Section 9.07Parent, the parties Surviving Corporation or any affiliate of Parent, or shall interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any of their affiliates, which rights are hereby acknowledge and agree that all provisions contained in expressly reserved, to discharge or terminate the services of any Company Employee at any time for any reason whatsoever, with or without cause. In no event shall the terms of this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, Agreement be deemed to (i) shall be treated as an amendment establish, amend, or other modification of modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other employee benefit plan, program, policy, agreement or arrangement maintained or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of sponsored by Parent, the Company or their respective Affiliates to terminateSurviving Corporation, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesSubsidiaries (including, after the Closing Date, Company and its Subsidiaries) or affiliates; or (ii) alter or limit the ability of Parent, the Surviving Corporation or any of their Subsidiaries (including, after the Closing Date, Company and its Subsidiaries) or affiliates to amend, modify or terminate any Company Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 5.5 shall create any third party beneficiary rights in any Company Employee or current or former service provider of the Company or its affiliates (or any beneficiaries or dependents thereof).

Employee Matters. (a) Parent agrees thatFor the one year period following the Closing Date, during the period commencing at the Effective Time and ending on the first anniversary thereofCME will provide, the employees or cause one of the Company and the Company Subsidiaries who remain in the employment of Parent and its Subsidiaries Affiliates to provide, each Continuing Employee with (including the Company and any Company Subsidiary) after the Effective Time (the “Continuing Employees”) shall receive (xA) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in at least equal to the aggregate than those base salary provided to such the Continuing Employees immediately prior to the Effective Time Closing Date and (yB) benefits (other employee benefits that than equity compensation benefits) that, taken as a whole, are substantially comparable in the aggregate to the benefits those provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Closing Date. (b) Parent Except to the extent necessary to avoid the duplication of benefits, the Surviving Company shall use commercially reasonable efforts to cause recognize the service of each employee benefit plan or program of Parent Continuing Employee with GFI or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate before the Effective Time as if such service had been performed with CME or its Affiliates (i) for all purposes under the GFI Benefit Plans maintained by the Surviving Company or its Affiliates after the Effective Time (to take into account the extent such plans, programs, or agreements are delivered to Continuing Employees), (ii) for purposes of eligibility and vesting under any employee benefit plans and eligibility programs of the Surviving Company or its ERISA Affiliates other than the GFI Benefit Plans (the “Surviving Company Plans”) in which the Continuing Employee participates after the Effective Time, and (iii) for purposes of benefit accrual purposes under each any Surviving Company Plan that is a vacation and other paid time off or severance plan or program) in which the service of such Continuing Employees prior to Employee participates after the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefitsTime. (c) Parent shall use commercially reasonable efforts With respect to cause each employee benefit any welfare plan maintained by the Surviving Company or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or programTime, a “New Plan”) the Surviving Company and its Affiliates shall use commercially reasonable efforts to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, conditions and exclusions and waiting periods with respect to participation and coverage requirements, other than limitations requirements applicable to such employees to the extent such conditions and exclusions were satisfied or waiting periods that are already in effect did not apply to such employees under the welfare plans maintained by GFI or its Affiliates prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan the Effective Time in satisfying any applicable analogous deductible or out-of-pocket requirements to the extent applicable under any such New Planplan. (d) In the event that the Closing occurs prior Prior to the Company paying annual incentives Effective Time, GFI and the GFI Subsidiaries, as applicable, shall fully comply with all notice, consultation, collective bargaining or other bargaining obligations to any labor union, labor organization, works council or group of employees, workers and/or consultants to GFI and the GFI Subsidiaries in connection with the Transactions, including such obligations arising in respect of the fiscal year in which the Pre-Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateReorganization. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent, the Company or their respective Affiliates to terminate, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.

Employee Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary thereofof the Effective Time, the employees of the Company and its Subsidiaries as of the Company Subsidiaries Effective Time who remain in employees of the employment Surviving Corporation or any of Parent and its Subsidiaries (including the Company and any Company Subsidiary) after following the Effective Time (the “Continuing Current Employees”) shall receive will be provided with (xi) base salary or wages (as applicable) and target annual incentive opportunities that are which is no less favorable in than the aggregate than those base salary provided to such Continuing Employees by the Company and its Subsidiaries immediately prior to the Effective Time Time, (ii) subject to Section 7.03(b), bonus opportunities that are substantially comparable in the aggregate to bonus opportunities provided by Parent and its Subsidiaries to substantially similarly situated employees, and (yiii) other employee severance benefits that are substantially comparable in the aggregate to those provided by the benefits provided to such Continuing Employees Company and its Subsidiaries immediately prior to the Effective Time and which are described in Section 4.16(a) of the Company Disclosure Schedule. Parent agrees that, during the period commencing at the Effective Time and ending on December 31, 2014 the Current Employees will be provided with the same retirement and welfare benefits and perquisites (excludingexcluding equity and equity based benefits) under the Company’s Employee Plans provided by the Company and its Subsidiaries immediately prior to the Effective Time. Parent agrees that from January 1, for purposes 2015 through the first anniversary of determining such comparabilitythe Effective Time, any retention bonus, the Current Employees will be provided with retirement and welfare benefits and perquisites (excluding defined benefit pension or pension, retiree or post-medical and life insurance, equity and equity based benefits) provided by Parent to substantially similarly situated employees. Notwithstanding the foregoing, terms of continued employment welfare benefits, except of any Current Employee subject to a collective bargaining agreement shall be governed by the extent required by applicable Law)collective bargaining agreement. (b) Parent shall use commercially reasonable efforts With respect to cause each any employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are any Current Employee first becomes eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan participate, on or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a the “New PlanCompany Plans”) to ), Parent shall: (i) waive, use reasonable best efforts to cause its third-party insurance providers or cause the waiver of, third-party administrators to waive all limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such Current Employee under any New Company Plans which provide medical benefits and in which such Current Employee may be eligible to participate after the Effective Time, other than limitations but only to the extent waived or waiting periods that are already in effect otherwise met under an analogous Employee Plan, and (ii) recognize service of Current Employees accrued prior to the Effective Time (to the extent such service was recognized by the Company and its Subsidiaries under Employee Plans) as if such service were with Parent and its Subsidiaries for purposes of eligibility to participate in and vesting credit (but not for the purposes of benefit accruals) under any New Company Plan (other than any defined benefit pension plan) in which such Current Employees may be eligible to participate after the Effective Time (including for purposes of severance); provided, however, that in no event shall any such credit be given to the extent it would result in the duplication of benefits for the same period of service. With respect to such Continuing the Company’s and its Subsidiaries’ 401(k) Employee under Plans, to the comparable extent the Company Benefit Plan and that have not been satisfied as of or its Subsidiaries has funded any matching contributions prior to the Effective Time and (iiany Company Employee is terminated without cause at or following the Effective Time, Parent shall cause any such terminated Company Employee to be fully vested in such Company Employee’s 401(k) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Plan. (dc) In the event that the Closing occurs prior to the Company paying annual incentives in respect No provision of the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Date. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, 7.03 (i) shall be treated as an amendment creates any third-party beneficiary or other modification rights, including any rights of continued employment or rights to a particular term of employment, for any employee of the Company Benefit Planor its Subsidiaries (including any beneficiary or dependent thereof) other than Parent, the Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement)and their respective successors and assigns, (ii) shall limit the right constitutes an employment agreement or an amendment to or adoption of any employee benefit plan of or by any member of Parent, the Company or their respective Affiliates to terminateSubsidiaries, amend or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement following the Effective Time or (iii) shall create any third-party beneficiary alter or other right (A) in any other Personlimit the ability of Parent, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective AffiliatesSubsidiaries to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them in accordance with the terms of such plan, program, agreement or arrangement and Applicable Law.

Employee Matters. (a) Parent agrees that, during During the period commencing at the Effective Time and ending on the first anniversary thereofdate which is six months from the Effective Time (or if earlier, the date of the employee’s termination of employment with Parent and its Subsidiaries), and to the extent consistent with the terms of the governing plan documents, Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and the Company its Subsidiaries who remain in the employment of Parent and its Subsidiaries (including the Company and any Company Subsidiary) employed immediately after the Effective Time (collectively, the “Continuing Company Employees”) shall receive (x) with annual base salary or wages wage level, annual target bonus opportunities (as applicableexcluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) and target annual incentive opportunities that are no less favorable are, in the aggregate than those provided to such Continuing Employees immediately prior aggregate, substantially comparable to the Effective Time annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, excluding any retention bonus, retiree health or defined benefit pension or retiree or post-employment welfare retirement benefits, except to ) provided by the extent required by applicable Law)Company and its Subsidiaries on the date of this Agreement. (b) With respect to any Parent Plan in which any Company Employees will participate effective as of the Effective Time, and subject to the terms of the governing plan documents, Parent shall, or shall use commercially reasonable efforts to cause each employee the Surviving Corporation to, credit all service of the Company Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility to participate (but not for purposes of vesting or benefit plan accrual, except for vacation, if applicable) for full or program partial years of service in any Parent or its Affiliates Plan in which Continuing such Company Employees and their eligible dependents are may be eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its AffiliatesTime; provided, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall not be required credited to the extent it that: (i) such crediting would result in any a duplication of benefits; or (ii) such service was not credited under the corresponding Company Plan. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including If requested by Parent, effective no later than the day immediately preceding the Closing Date, the Company or shall terminate any Company Subsidiary) Plan that Parent has requested to be terminated by providing a written notice to the Company at least 30 days prior to the Closing Date; provided, that such Company Plans can be terminated in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, all limitations as to preexisting conditions, exclusions accordance with their terms and waiting periods applicable Law without any adverse consequences with respect to participation and coverage requirementsany Company ERISA Affiliate. No later than the day immediately preceding the Closing Date, other than limitations or waiting periods the Company shall provide Parent with evidence that are already in effect prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that Plans have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New Planterminated. (d) In This Section 6.8 shall be binding upon and inure solely to the event benefit of each of the parties to this Agreement, and nothing in this Section 6.8, express or implied, shall confer upon any Company Employee, any beneficiary, or any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.8. Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement; (ii) shall alter or limit the ability of the Surviving Corporation, Parent, or any of their respective Affiliates to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them; or (iii) shall prevent the Surviving Corporation, Parent, or any of their respective Affiliates from terminating the employment of any Company Employee following the Effective Time. The parties hereto acknowledge and agree that the Closing occurs prior terms set forth in this Section 6.8 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent, or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever, or otherwise alters any existing at-will employment relationship between any Company paying annual incentives in respect of Employee and the fiscal year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateSurviving Corporation. (e) Notwithstanding anything herein With respect to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained matters described in this Section 6.10 are included for the sole benefit of the parties, and that nothing in this Agreement, whether express or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parent6.8, the Company or their respective Affiliates to terminate, amend or otherwise modify will not send any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan written notices or other employee benefit plan, program, policy, arrangement or agreement following written communication materials to Company Employees without the Effective Time or (iii) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any prior written consent of their respective AffiliatesParent.

Employee Matters. (a) Parent agrees that, during For the period commencing at the Effective Time and ending on the first one-year anniversary thereof, the employees of the Company and Closing (the Company Subsidiaries who remain in the employment of “Continuation Period”), Parent and shall provide, or shall cause its Subsidiaries Affiliates (including the Company and any Company SubsidiarySurviving Corporation) after the Effective Time to provide, each Continuing Employee with base salary, wage or commission rate, bonus opportunity (the “Continuing Employees”) shall receive (x) base salary or wages (as applicableincluding, without limitation, short-term cash incentive compensation opportunities) and target annual incentive opportunities other employment benefits (including, without limitation, severance benefits, retirement benefits (other than defined benefit pension benefits or retiree medical benefits) and paid time-off), in each case, that are no less favorable in the aggregate than those provided to (i) such Continuing Employees Employee immediately prior to the Effective Time Closing for the first 90 days of the Continuation Period and (yii) other a similarly situated employee benefits of Parent or its applicable employing Affiliate for the remainder of the Continuation Period; provided, however, that are substantially comparable notwithstanding anything in the aggregate this Section 7.03(a) to the contrary, for the entire Continuation Period the severance benefits provided to such Continuing Employees immediately prior to shall be consistent with those set forth in Section 7.03(a) of the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Company Disclosure Schedule. (b) Following the Effective Time, Parent shall use commercially reasonable efforts to provide (or cause to be provided) to each Continuing Employee full credit for prior service with the Company and its Subsidiaries for all purposes of vesting, level of benefits and eligibility to participate in employee benefit plan or program of plans maintained by Parent or its Affiliates in Subsidiaries for which the Continuing Employees and their eligible dependents are Employee is eligible to participate after following the Effective Time to take into account (but such service credit shall not be provided for purposes of vesting and eligibility (and for purposes of benefit accrual under each purposes, except for vacation and other paid time off plan or programseverance) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that as such Continuing Employee was entitled, before the Effective Time, to credit for such service was recognized by the Company or under any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit analogous Employee Plan; provided that no such crediting of service the foregoing shall be required not apply to the extent that it would result in any duplication of benefits. (c) benefits for the same period of service. Parent shall, and shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates Subsidiaries (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”Surviving Corporation) to (i) waive, or cause the waiver of, waive all limitations as to preexisting conditions, exclusions exclusions, actively-at-work requirements and waiting periods with respect to participation and coverage requirementsof the Continuing Employees (and any dependents thereof) under any welfare benefit plans in which such Continuing Employees (and any dependents thereof) may be eligible to participate after the Closing to the same extent such preexisting conditions, other than limitations or exclusions and waiting periods that are already in effect waived under any analogous Employee Plan prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) use commercially reasonable efforts to, provide such each Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid by such Continuing Employee during the plan calendar year in which the Effective Time occurs under the relevant welfare benefit plans in which such Continuing Employee is eligible to participate from and after the Effective Time to the same extent as such Continuing Employee was entitled, prior the Effective Time, to credit of and such co-payments or deductibles under any analogous Employee Plan. (c) If directed in writing by Parent at least 15 Business Days prior to any change the Effective Time, the Company shall take all actions that are necessary to cause each Employee Plan specified in coverage from writing by Parent to terminate effective as of no later than immediately prior to the Effective Time. In addition, if directed in writing by Parent, at least 15 Business Days prior to the Effective Time, the Company shall take such actions as Parent may reasonably request so as to enable Parent or the Surviving Corporation, as the case may be, to effect such actions relating to the Company’s 401(k) Plans (each, a “Company Benefit Plan 401(k) Plan”) as Parent may deem necessary or appropriate, which may include having the Company terminate such plan prior to such New Plan the Effective Time. All resolutions, notices or other documents issued, adopted or executed in satisfying any applicable deductible connection with the implementation of this Section 7.03(c) shall be subject to Parent’s prior review and approval (which approval shall not be unreasonably withheld, conditioned or out-of-pocket requirements under such New Plandelayed). (d) In the event that the Closing occurs prior connection with any termination of any Company 401(k) Plan pursuant to the Company paying annual incentives in respect of the fiscal year in which the Closing occursSection 7.03(c), each participant in a Company Benefit Plan that is an annual cash incentive plan Parent shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxesuse commercially reasonable efforts to permit, as soon as reasonably practicable following the Effective Time, each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in cash and participant loans in no event more than five an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Continuing Employee from any Company 401(k) Plan to an “eligible retirement plan” (5within the meaning of Section 401(a)(31) daysof the Code) of Parent or any of its Affiliates (the “Parent 401(k) Plan”). Parent shall use commercially reasonable efforts to cause the Parent 401(k) Plan to accept rollovers by Continuing Employees from any Company 401(k) Plan, including participant loans, after the Closing DateEffective Time. (e) Notwithstanding anything herein to the contrary and without Without limiting the generality of Section 9.0711.06, the parties hereby acknowledge and agree that all provisions contained nothing in this Section 6.10 are included for the sole benefit of the parties7.03, and that nothing in this Agreement, whether express or implied, (i) is intended to or shall be treated as an amendment confer upon any Person other than the parties hereto, including any current or other modification former Service Provider, Company Employee or Continuing Employee, any right, benefit or remedy of any Company Benefit Plan, Company Collective Bargaining nature whatsoever under or by reason of this Agreement, New (ii) shall establish, or constitute an amendment, termination or modification of, or an undertaking to amend, establish, terminate or modify, any Employee Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (iiiii) shall alter or limit the right ability of ParentParent or any of its Subsidiaries (or, following the Effective Time, the Company or their respective Affiliates any of its Subsidiaries) to terminateamend, amend modify or otherwise modify terminate any Company Benefit Plan, Company Collective Bargaining Agreement, New Employee Plan or any other employee benefit plan, program, policyagreement or arrangement at any time assumed, arrangement established, sponsored or agreement following the Effective Time maintained by any of them or (iiiiv) shall create any third-party beneficiary or other right (A) in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with obligation on the part of Parent or its Subsidiaries (or, following the Effective Time, the Company or any of their respective Affiliatesits Subsidiaries) to employ or engage any Service Provider for any period following the Effective Time. (f) To the extent that the Effective Time occurs on or prior to March 1st of the applicable calendar year, no later than the Effective Time, the Company shall or shall cause its applicable Affiliate to pay annual or short-term incentive bonuses for the prior calendar year to the Company Employees employed immediately prior to the Effective Time (to the extent such bonuses have not previously been paid) with such bonuses to be determined based on actual performance (to the extent measurable at the Effective Time) and otherwise deemed achieved at the target level for any performance metrics that are not able to be determined as of the Effective Time, in all cases as determined by the Compensation Committee of the Board of Directors of the Company, with any such payments to be otherwise subject to the terms and conditions of the applicable annual or short-term incentive plan. (g) No later than the Effective Time, the Company shall or shall cause its applicable Affiliate to pay pro-rata annual or short-term incentive bonuses for the calendar year in which the Effective Time occurs to the Company Employees employed immediately prior to the Effective Time based on the number of days from January 1 of such calendar year through the Effective Time and deemed achieved at the target level for any applicable performance metrics.

Employee Matters. (a) Unless otherwise agreed by Parent agrees and Company, Parent shall make available to each officer or employee of the Company or any Company Subsidiary who continues as an officer or employee of Parent or any Parent Subsidiary after the Effective Time (collectively, “Continuing Employees”) for at least one year following the Effective Time (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by the Company or its Subsidiaries to such Continuing Employee immediately prior to the Effective Time; and (ii) short-term and long-term incentive compensation target opportunities and other compensation and employee benefits that, in each case, are no less favorable than is provided by Parent to similarly situated officers and employees. Without limiting the generality of the foregoing, to the extent that Parent determines, in its sole discretion, that the Company Benefit Plans should be terminated, Continuing Employees eligible for participation in such terminated Company Benefit Plans shall become eligible to participate in the corresponding Parent employee benefit plans as soon as reasonably practicable after such termination. Without limiting any other provision of this Section 6.6(a), Parent shall, or shall cause one of its Subsidiaries to, provide to each Continuing Employee whose employment terminates during the one (1)-year period commencing at following the Closing Date with severance benefits pursuant to Parent’s existing severance pay plan that are no less favorable than those offered to similarly situated employees of Parent. (b) Unless otherwise agreed to by Parent and Company, on or prior to the Effective Time, Company and Company Subsidiaries shall, subject to the occurrence of the Effective Time and ending to the extent permitted by the terms of the applicable plan, terminate any ongoing performance periods under all incentive and/or bonus plans and pay out the accrued benefits as of the Closing Date based on the first anniversary thereof, greater of (i) the employees of the Company target opportunity and the Company Subsidiaries who remain in the employment (ii) actual performance with respect to pro rata performance metrics. (c) With respect to any employee benefit plans of Parent and or its Subsidiaries (including the Company and in which any Company Subsidiary) Continuing Employees become eligible to participate on or after the Effective Time (the “Continuing EmployeesNew Plans”), Parent shall: (i) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities that are no less favorable in the aggregate than those provided to such Continuing Employees immediately prior to the Effective Time and (y) other employee benefits that are substantially comparable in the aggregate to the benefits provided to such Continuing Employees immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law). (b) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program of Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after the Effective Time to take into account for purposes of vesting and eligibility (and for purposes of benefit accrual under each vacation and other paid time off plan or program) the service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) as if such service were with Parent or its Affiliates, in each case to the same extent that such service was recognized by the Company or any Company Subsidiary immediately prior to the Effective Time under the comparable Company Benefit Plan; provided that no such crediting of service shall be required to the extent it would result in any duplication of benefits. (c) Parent shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates (including the Company or any Company Subsidiary) in which Continuing Employees are eligible to participate after the Effective Time (each such employee benefit plan or program, a “New Plan”) to (i) waive, or cause the waiver of, waive all limitations as to preexisting pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirementsrequirements applicable to such employees and their eligible dependents under any New Plans, other than limitations except to the extent such pre-existing conditions, exclusions or waiting periods that are already in effect would apply under the analogous Company Benefit Plan; (ii) provide each such employee and their eligible dependents with credit for any eligible expenses incurred by such employee or dependent prior to the Effective Time with respect to such Continuing Employee under the comparable Company Benefit Plan and that have not been satisfied as of the Effective Time and (ii) provide such Continuing Employee and his or her covered dependents with credit for any co-payments and deductibles paid during the plan year of and prior to any change in coverage from a Company Benefit Plan (to the same extent that such New credit was given under the analogous Company Benefit Plan prior to the Effective Time) in satisfying any applicable deductible deductible, co-payment or out-of-pocket requirements under any New Plans that provide health care benefits; and (iii) recognize all service of such employees with the Company and its Subsidiaries for all purposes in any New PlanPlan to the same extent that such service was taken into account under the analogous Company Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services. (d) In the event that the Closing occurs If requested by Parent in writing at least twenty (20) business days prior to the Effective Time, the Company paying annual incentives in respect shall cause any 401(k) plan sponsored or maintained by the Company or any of its Subsidiaries (a “Company 401(k) Plan”) to be terminated effective as of the fiscal day immediately prior to the Effective Time and contingent upon the occurrence of the Closing. If Parent requests that any Company 401(k) Plan be terminated, (i) Company shall provide Parent with evidence that such plan has been terminated not later than two (2) business days immediately preceding the Effective Time, and (ii) the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in a 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (a “Parent 401(k) Plan”). The Company and Parent shall take any and all actions as may be required to permit the Continuing Employees who are then actively employed to make rollover contributions to the Parent 401(k) Plan of “eligible rollover distributions” (with the meaning of Section 401(a)(31) of the Code) in the form of cash, notes (in the case of loans) or a combination thereof. Prior to the Effective Time, the Company or its Subsidiaries may make an employer contribution (at a level determined in the ordinary course of business consistent with past practice) to any Company 401(k) Plan for the year in which the Closing occurs, each participant in a Company Benefit Plan that is an annual cash incentive plan shall receive a cash bonus based on the achievement of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less Effective Time occurs or any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing Dateprior year. (e) Notwithstanding anything herein to the contrary and without limiting the generality of Section 9.07, the parties hereby acknowledge and agree that all provisions contained Nothing in this Section 6.10 are included for the sole benefit Agreement shall confer upon any employee, director or consultant of the parties, and that nothing Company or any of its Subsidiaries or affiliates any right to continue in this Agreement, whether express the employ or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right service of Parent, the Company, or any Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of the Company, Parent or any Subsidiary or affiliate thereof to discharge or terminate the services of any employee, director or consultant of the Company or their respective Affiliates any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to terminate(i) establish, amend amend, or otherwise modify any Company Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of Parent or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Company Collective Bargaining AgreementBenefit Plan, New Plan or any other employee benefit or employment plan, program, policy, agreement or arrangement or agreement following after the Effective Time or (iii) shall create any third-party beneficiary or other right (A) Time. Without limiting the generality of Section 9.11, nothing in any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining this Agreement, New Plan express or other employee benefit planimplied, programis intended to or shall confer upon any person, policyincluding, arrangement without limitation, any current or agreement (former employee, director or any dependent or beneficiary thereof) or (B) to continued employment with Parent or consultant of the Company or any of their respective Affiliatesits Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employee Matters. (a) Parent agrees that, during the period commencing at From and after the Effective Time and ending on for the first anniversary thereofperiod of six months following the Closing, Parent shall (i) provide or cause its subsidiaries (including the employees Surviving Corporation) to provide to each employee of the Company and its Subsidiaries immediately prior to the Company Subsidiaries Effective Time who remain in the employment of remains employed by Parent and or its Subsidiaries (including the Company and any Company SubsidiarySurviving Corporation) after following the Effective Time (the each a “Continuing EmployeesEmployee”) shall receive (x) base salary or wages (as applicable) and target annual incentive opportunities compensation that are no is not less favorable in than the aggregate than those base compensation provided to such Continuing Employees Employee immediately prior to the Effective Time and (yii) other employee provide or cause its subsidiaries (including the Surviving Corporation) to provide benefits (including target annual cash bonus opportunity and target long-term incentive compensation opportunity but excluding any equity-based compensation) to each Continuing Employee that, taken as a whole, have a value that are substantially comparable is not less favorable in the aggregate to the as such benefits provided to such Continuing Employees Employee immediately prior to the Effective Time (excluding, for purposes of determining such comparability, any retention bonus, defined benefit pension or retiree or post-employment welfare benefits, except to the extent required by applicable Law)Time. (b) Parent shall use commercially reasonable efforts With respect to cause each employee benefit plan or program of plans (including any vacation and paid time-off plans) maintained by Parent or its Affiliates in which Continuing Employees and their eligible dependents are eligible to participate after subsidiaries (including the Effective Time to take into account Surviving Corporation), for purposes of vesting eligibility to participate and eligibility (and for purposes of benefit accrual under vesting, each vacation and other paid time off plan or program) the Continuing Employee’s service of such Continuing Employees prior to the Effective Time with the Company or any Company Subsidiary (including any predecessors thereto) of its Subsidiaries shall be treated as if such service were with Parent or its Affiliatessubsidiaries (including the Surviving Corporation) where length of service is relevant, in each case any case, to the same extent that as such service Continuing Employee was recognized by the Company or any Company Subsidiary immediately entitled prior to the Effective Time under the comparable any similar Company Benefit Plan; provided provided, however, that no such crediting of service shall need not be required recognized or credited (i) to the extent it that such recognition would result in any duplication of coverage or benefits, or (ii) with respect to a newly established plan for which prior service is not taken into account. (c) Parent shall, or shall use commercially reasonable efforts to cause each employee benefit plan or program that is a group health plan of Parent and its Affiliates subsidiaries (including the Company Surviving Corporation) to, take commercially reasonable best efforts to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively at work requirements and waiting periods under any welfare benefit plan maintained by Parent or any Company Subsidiary) of the its subsidiaries in which Continuing Employees are (and their eligible dependents) will be eligible to participate from and after the Effective Time (each Time, except to the extent that such employee benefit plan or programpre-existing condition limitations, a “New Plan”) to (i) waiveexclusions, or cause the waiver of, all limitations as to preexisting conditions, exclusions actively-at-work requirements and waiting periods with respect to participation and coverage requirements, other than limitations would not have been satisfied or waiting periods that are already in effect prior to the Effective Time with respect to such Continuing Employee waived under the comparable Company Benefit Plan and that have not been satisfied as of immediately prior to the Effective Time Time. Parent shall, or shall cause its subsidiaries (including the Surviving Corporation) to take reasonable best efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and (ii) provide such similar expenses incurred by each Continuing Employee (and his or her covered dependents with credit eligible dependents) during the calendar year in which the Effective Time occurs for any purposes of satisfying such year’s deductible and co-payments payment limitations under the relevant welfare benefit plans in which such Continuing Employee (and deductibles paid during dependents) will be eligible to participate from and after the plan year of and prior to any change in coverage from a Company Benefit Plan to such New Plan in satisfying any applicable deductible or out-of-pocket requirements under such New PlanEffective Time. (d) In the event that the Closing occurs At least five Business Days prior to the Company paying annual incentives in respect date of filing of the fiscal year in which Proxy Statement/Prospectus, the Closing occurs, each participant in Company shall deliver or make available to Parent a Company Benefit Plan that is report prepared by an annual cash incentive plan shall receive a cash bonus based on accounting firm detailing the achievement possible tax consequences of Section 280G of the target level of performance, which bonus shall be prorated based on the number of days in the applicable performance period that have elapsed as of the Closing. Any such bonus shall be paid, less any required withholding Taxes, as soon as practicable (and in no event more than five (5) days) after the Closing DateCode. (e) Notwithstanding anything herein Effective as of no later than one Business Day immediately prior to the contrary and without limiting the generality of Section 9.07Closing Date, the parties hereby acknowledge and agree Company shall cause each of its defined contribution 401(k) plans (each, a “Company 401(k) Plan”) to be terminated. The Company shall provide Parent with evidence that all such Company 401(k) Plans have been terminated effective no later than one Business Day immediately preceding the Closing Date pursuant to resolutions, of the Company’s board of directors (or similar body of any applicable Subsidiary). The Company shall also take such other commercially reasonable actions in furtherance of terminating such Company 401(k) Plans as Parent may reasonably request. (f) The provisions contained in of this Section 6.10 SECTION 5.7 are included for the sole benefit of the partiesparties to this Agreement and nothing herein, and that nothing in this Agreement, whether express or implied, is intended or shall be construed to (i) shall constitute the establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise be treated as an amendment or other modification of any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee compensation or benefit plan, program, policy, arrangement or agreement (or an undertaking to amend any such plan or arrangement), (ii) shall limit the right of Parentthe Company, the Company Parent or any of their respective Affiliates to terminateamend, amend terminate or otherwise modify any Company Benefit Plan, Company Collective Bargaining Agreement, New Plan or other employee compensation or benefit plan, programagreement or arrangement, policy(iii) prevent or restrict in any way the right of Parent or any of its Affiliates to terminate, arrangement reassign, promote or agreement following demote any of the Continuing Employee after the Effective Time or to change the title, powers, duties, responsibilities, functions, locations or terms and conditions of employment of such Continuing Employees, or (iiiiv) shall create confer upon or give any Person, other than the parties hereto and their respective permitted successors and assigns, any legal or equitable third-party beneficiary or other right (A) rights or remedies with respect to the matters provided for in this SECTION 5.7, under or by reason of any other Person, including any Company Participant or any participant in any Company Benefit Plan, Company Collective Bargaining provision of this Agreement, New Plan or other employee benefit plan, program, policy, arrangement or agreement (or any dependent or beneficiary thereof) or (B) to continued employment with Parent or the Company or any of their respective Affiliates.