Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by From and after the Acquired SubsidiariesEffective Time, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or Purchaser shall cause the Surviving Corporation and any of its Affiliates to, offer employment Subsidiaries to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement honor in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees their terms and the other Business Employees who accept an past practice of the Company all existing employment offer from Buyer agreements and severance plans and agreements between the Company or any of its Affiliates Subsidiaries, except as otherwise provided herein, and commence any officer, director, or employee of the Company or any of its Subsidiaries so long as such plans and agreements shall have been identified to Purchaser in the Disclosure Letter and to the extent such terms are in effect on the date hereof or as otherwise provided hereunder or in the Disclosure Letter. To the extent any such employment as agreements or severance plans or agreements can be unilaterally amended by the Company, Purchaser agrees not to amend any such plan or agreement prior to the first anniversary of the Closing Date are referred in a manner that will reduce or otherwise impair the benefits that would be payable thereunder to collectively herein as any employee who is covered thereby and who is terminated on or before the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliatesfirst anniversary of the Closing. (b) Buyer willPrior to the earlier of the purchase of shares of Common Stock by Merger Sub pursuant to the Offer and the Effective Time (the "Acquisition Date"), immediately following the Closing DateCompany shall have taken all such action, provide each Transferred Employee with including approval of the Board of Directors, as may be necessary in order to amend (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in Pension Plan for the aggregate, as Seller currently offers, Employees of the Company and (ii) employee the Executive Severance Program in the manner set forth in the Disclosure Letter. (c) For a period of one year following the Closing, Purchaser will provide employees and former employees of the Company with benefits that, at Purchaser's sole option, are either (with credit for their prior service with Sellerx) which are in the aggregate substantially comparable in at least as favorable as the aggregate benefits they were entitled to those made available either to such Transferred Employee receive immediately prior to the Closing or (y) generally the same as the benefits that Purchaser makes available to similarly situated its employees of Buyer. (c) Effective as of the Closing Dategenerally, Buyer will recognize each Transferred Employee’s prior service except that Purchaser shall provide severance benefits to employees in accordance with the Seller for purposes provision of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefitsSection 8.10(a). (d) As of the Closing Date, Seller shall cause each Transferred Employee The Company will use its reasonable best efforts consistent with past practice to be fully vested enforce any existing non-compete and confidentiality provisions contained in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliatesagreements with employees and former employees. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused Effective as of the Closing Date for each Transferred date hereof, the Company shall amend the 1991 Employee Stock Purchase Plan to preclude any increase in the level of contribution made by any eligible employee thereunder, whether by reason of commencing participation or increasing the level of contribution (other than increases as to which notification had been given prior to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Datedate hereof). (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. 7.9.1 For one (a1) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately year following the Closing Date, Purchaser shall provide or cause to be provided to all employees as of the Closing Date who continue to be employed (the “Continuing Employees”)) (i) a rate of base salary, wages, and bonus or commission opportunity (iiand for the avoidance of doubt, excluding any equity or equity-based compensation) with respect to employees employed that is not less favorable in the aggregate than the rate of base salary, wages, and bonus or commission opportunity paid by Seller the Company or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also , and (ii) health and welfare benefits that are either substantially similar in the aggregate to the health and welfare benefits provided by the Company or its Affiliates immediately prior to the Closing Date or substantially similar in the aggregate to the health and welfare benefits provided by Purchaser and its Affiliates to their employees generally who are similarly situated to such Continuing Employees, in the sole discretion of Purchaser. 7.9.2 Following the Closing Date, Purchaser shall, or shall cause its Affiliates applicable Affiliate to, offer employment undertake commercially reasonable efforts to provide that (i) no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in which such Continuing Employees or their dependents or beneficiaries may be eligible to participate and (ii) any costs or expenses incurred by Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans for the year in which the Closing Date occurs. 7.9.3 With respect to each Business employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices, sponsored or maintained by Purchaser or its Affiliates (including the Company following the Closing) (each, a “Surviving Company Plan”), only to the extent such Surviving Company Plan is made available to a Continuing Employee who is not actively employed immediately at or after the Closing Date, Purchaser shall grant, or cause to be granted to, all Continuing Employees from and after the Closing Date credit for all service with the Company and its predecessors prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual and determination of level of vacationseverance, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including excluding benefit accruals accrual under any defined benefit pension plan, or to the extent plan and any such credit that such recognition would result in a duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee 7.9.4 Notwithstanding anything to the extent consistent with applicable Requirements of Lawscontrary set forth in this Agreement, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, this Section 7.9 will not be deemed to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than guarantee employment for any period of time for, or preclude the Assumed Benefit Plansability of Purchaser, and the Surviving Company or any other employee benefit plan, program, policy or arrangement maintained or contributed of their respective Affiliates to by Seller or its Affiliates, terminate any Continuing Employee for any reason; (ii) all other liabilities and obligations including require Purchaser, the Surviving Company or any severance payments whether pursuant of their respective Affiliates to Requirements continue any Plan or any employee benefit plan of Law Purchaser, the Surviving Company or contractany of their respective Affiliates or prevent the amendment, salary, wages, bonuses, commissions, vacation with pay, modification or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and termination thereof after the Closing; (iii) all liabilities and obligations with respect be deemed or construed to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts be an amendment or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement other modification of any Transferred Employee Plan or other service provider after the Closing Date, (ii) Surviving Company Plan or be deemed or construed as requiring Buyer to retain establish any current employee of Seller Plan or its Affiliates other than the Transferred Employees Surviving Company Plan; or (iiiiv) create any third-third party beneficiary rights under this Agreement for in any Transferred Employee or any other current or former employee of the BusinessPerson.

Employees and Employee Benefit Plans. (a) Buyer All employees of the Company, the Bank or any other Company Subsidiary as of the Effective Time (collectively, "Company Employees") shall (ibecome employees of the Holding Company or a Holding Company Subsidiary as of the Effective Time, provided that, other than as provided by Section 5.11(g) with respect hereof, the Holding Company or a Holding Company Subsidiary shall have no obligation to employees employed by the Acquired Subsidiaries, continue the employment of any such person and nothing contained in this Agreement shall give any employee of the individuals listed as “Holding Company or a Holding Company Subsidiary a right to continuing employees” on Schedule 8.4(A) as employment with the Holding Company or a Holding Company Subsidiary after the Effective Time. To the extent that the Holding Company or a Holding Company Subsidiary terminates the employment of immediately following the Closing (the “Continuing Employees”)any Company, and (ii) with respect to employees employed by Seller Bank or its Affiliates Keystone Employee (other than the Acquired Subsidiariesthose employees, if any, who receive payments pursuant to Section 5.11(d) hereof), offerother than for cause, or cause Buyer’s Affiliates to offerwithin six months following the Effective Time, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also Holding Company shall, or shall cause its Affiliates a Holding Company Subsidiary to, offer provide severance benefits in a cash amount as mutually agreed to by Keystone and the Company, provided, however that in no event shall the Holding Company or a Holding Company Subsidiary have any obligation to provide severance benefits to any Company Employee whose termination of employment occurs due to each Business Employee resignation or discharge for cause or who is not actively employed immediately prior entitled to severance benefits or the Closing Date and who is able to return to active employment within three months after equivalent thereof under the Closing Date, terms of an individual contract with the Company or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its AffiliatesBank. (b) Buyer willWith the exception of those individuals who are expected to enter into new employment agreements pursuant to Section 5.11(g) hereof, immediately each Company Employee who remains employed by the Holding Company or a Holding Company Subsidiary following the Closing DateEffective Time (each, provide each Transferred Employee with a "Continuing Employee") shall be entitled to participate in (i) at least such of the same base salary employee benefit plans, deferred compensation arrangements, bonus or base wage rate (as applicable) incentive plans and bonus opportunity, in other compensation and benefit plans that the aggregate, as Seller currently offers, Holding Company or a Holding Company Subsidiary may continue for the benefit of Continuing Employees following the Effective Time and (ii) whatever employee benefits benefit plans and other compensation and benefit plans (with credit other than any stock option or restricted stock grant plan implemented by the Holding Company) that the Holding Company or a Holding Company Subsidiary may maintain for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to benefit of its similarly situated employees on an equitably equivalent basis, if such Continuing Employee is not otherwise then participating in a similar plan described in Section 5.11(c) hereof. The parties hereto acknowledge that Continuing Employees shall be eligible to participate in the stock option plan implemented by the Holding Company within one year subsequent to the Effective Time ("New Option Plan") (subject to receipt of Buyernecessary corporate, regulatory and stockholder approval) based upon the same criteria as other employees of Keystone or the Holding Company and the level of grants shall give due regard to, among other factors, relative levels of title, duties, salary and other compensation and benefits. (ci) At the Effective Time, the Holding Company or a Holding Company Subsidiary shall become the plan sponsor of each Company Employee Plan. The Company agrees to take or cause to be taken such actions as the Holding Company or a Holding Company Subsidiary may reasonably request to give effect to such assumption. The Holding Company or a Holding Company Subsidiary shall have the right and power at any time following the Effective Time to amend or terminate or cease benefit accruals under any Company Employee Plan or cause it to be merged with or its assets and liabilities to be transferred to a similar plan maintained by it. (ii) For purposes of its employee benefit plans, the Closing DateHolding Company and a Holding Company Subsidiary shall treat Continuing Employees as new employees, Buyer will recognize each Transferred Employee’s prior service with the Seller but shall amend its plans to provide credit for purposes of vesting and eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees participate (but not for benefit accrual), for each Continuing Employee's service with the Company, the Bank and any other purposes, including benefit accruals under any defined benefit pension plan, or Subsidiary of the Company to the extent that such recognition would result service was recognized for similar purposes under the Company Employee Plans immediately prior to the Effective Time. Continuing Employees and their covered dependents will not be deprived of any partial or complete coverage under any employee benefit plan of the Holding Company or a Holding Company Subsidiary (which provides the type of benefits similar to benefits under any Company Employee Plan) because of any waiting period or pre-existing condition or previous medical treatments, except to the extent that such pre-existing condition or previous medical treatments were excluded from coverage under a Company Employee Plan, in duplication which case this Section 5.11(c)(ii) shall not require coverage for such pre-existing condition or previous medical treatments to the same extent such coverage was excluded under a Company Employee Plan. To the extent that the initial period of benefits)coverage for Continuing Employees under any employee benefit plan of the Holding Company or a Holding Company Subsidiary that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA overlaps with the 12 months coverage period of an applicable Company Employee Plan, Continuing Employees shall be given credit during the initial period of coverage for any deductibles and coinsurance payments made by Continuing Employees under any Company Employee Plan during any partial period. (d) As At and following the Effective Time, Keystone shall honor, and the Holding Company shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Closing DateCompany and the Bank existing as of the Effective Time, Seller shall cause each Transferred Employee to be fully vested in his as well as all employment, severance, deferred compensation or her account under "change-in-control" agreements, plans or policies of the Company which are Previously Disclosed. Keystone acknowledges that the consummation of the Merger will constitute a "change-in-control" of the Company for purposes of any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliatesemployee benefit plans, agreements and arrangements of the Company and the Bank. (e) Buyer and Seller The ESOP shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused be terminated effective as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time offEffective Time. As soon as administratively practicable after the Closing DateEffective Time (but not prior to the publication of financial results covering at least 30 days of combined operations after the Merger), the trustees of the ESOP shall, if necessary, convert to cash a portion of the Holding Company Common Stock received by the ESOP in the Merger with respect to unallocated Company Common Stock in order to repay the entire outstanding balances of the ESOP loans in accordance with ERISA, the rules and regulations promulgated thereunder, the Code, the rules, regulations promulgated thereunder, and any precedential rulings issued by the Internal Revenue Service ("IRS"). As soon as practicable after the retirement of the ESOP loans (but not later than 90 days after the publication of financial results covering at least 30 days of combined operations after the Merger), the trustees of the ESOP shall allocate the remaining Holding Company Common Stock received by the ESOP in the Merger with respect to unallocated shares of Company Common Stock to the accounts of all ESOP participants (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balance of such participants and beneficiaries as they existed as of the Effective Time (and, if required, to the extent required by the applicable Requirements accounts of Laws and to the extent such vacation former participants or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused their beneficiaries) as investment earnings of the Closing Date. ESOP except as restricted by applicable law. The Company and/or Keystone and the Holding Company shall exercise best efforts to implement procedures that will assure the full allocation of the remaining suspense account to such participants or their beneficiaries. Upon the election of any participant, his or her benefit that constitutes an "eligible rollover distribution" (fas defined in Section 402(f)(2)(A) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to of the extent required, pursuant to Code) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain ESOP may (i) all liabilities in the sole discretion of Keystone and obligations under each Seller Plan other than the Assumed Benefit PlansHolding Company, and be rolled over to any other employee qualified Keystone or Holding Company (or any Subsidiary thereof) benefit plan, program, policy other than an employee stock ownership plan of the Holding Company or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with payKeystone, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed rolled over to any individual retirement account and, provided further, that any such distribution shall not occur until receipt of a favorable termination ruling from the IRS. The foregoing actions relating to termination of the ESOP will be adopted conditioned upon the consummation of the Merger and upon receiving (i) a favorable determination letter from the IRS with regard to the continued qualification of the ESOP after any required amendments necessary to implement the actions thereof set forth above and (ii) the receipt of a favorable termination letter as requiring Buyer to retain any current employee the termination of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement ESOP. The Company, the Bank, and the Holding Company will cooperate in submitting appropriate requests for any Transferred Employee such determination and termination letters to the IRS and will use their best efforts to seek the issuance of such letters as soon as practicable following the date hereof. The Bank and the Holding Company will adopt such additional amendments to the ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or any other current would result in a material adverse change in the business, operations, assets, financial condition or former employee prospects of the BusinessCompany or the Bank or result in an additional material liability to the Holding Company or Keystone.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect offer employment to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment commence as of the Closing Date to each all of the employees of the Sellers and Transferred Subsidiaries other Business Employee than those employees listed on Schedule 8.4(A8.2(a) (such employees who are not listed on Schedule 8.2(a) being "Available Employees"), but only if such Business Employee is actively employed (including employees on vacationprovided, holiday, jury duty or other similar absence) immediately that at any time at least three days prior to the Closing Date, Buyer, in its discretion by written notice to Sellers, may list additional employees on Schedule 8.2 (a) Those employees who accept Buyer's offer of employment and commence working for Buyer on the Closing Date shall hereafter be referred to as "Transferred Employees." For periods prior to Closing, with respect to employees, Sellers and Transferred Subsidiaries shall retain the sole responsibility for all matters relating to the maintenance of personnel and payroll records and the withholding and payment of federal, state and local income and payroll Taxes. At all times, Sellers and Transferred Subsidiaries shall retain responsibility for (i) any severance and WARN Act liability for employees who are listed on Schedule 8.2 (a) or who do not accept Buyer's offer of employment that may be triggered as a result of any termination of employment, and (ii) any payment that may be triggered by the consummation of the transactions contemplated herein. Buyer also shallshall be responsible for any severance for Transferred Employees that may be triggered as a result of any termination of employment after the Closing Date. (b) Effective on the Closing Date, Buyer shall assume sponsorship of, and Sellers shall transfer to Buyer all obligations under, and the sponsorship of, all of Sellers' employee benefit plans and programs listed on Schedule 8.2(b), and Sellers shall assign to Buyer and Buyer shall accept the assignment of and assume, and all third-party agreements related thereto (such as group insurance policies and third-party administrator agreements). In connection with the assumption of such plans, Buyer shall assume all liability related thereto, including but not limited to liability for claims incurred prior to the Closing Date but unpaid as of such date, to the extent such claims are not covered by an insurance policy. The Sellers shall have transferred to the Buyer all records in its possession that are necessary for the Buyer to operate such plans and programs after the Closing Date. The Buyer specifically agrees to be responsible and assume liability for completing and timely filing the Form 5500 reports for any such plans or programs for which a report is required for the 2004 plan year if not heretofore filed. Notwithstanding the foregoing, Buyer shall cause its Affiliates tonot assume any of Sellers' liabilities with respect to such plans or programs to the extent they are Excluded Liabilities. (c) Buyer will be deemed a successor employer to Sellers for COBRA purposes, offer employment to each Business Employee who is not actively employed immediately and shall be responsible for all COBRA coverage for any individual whose COBRA qualifying event occurred on or prior to the Closing Date and who is able has rights to return to active employment within three months after continuation coverage under COBRA as of or on the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals all "M&A qualified beneficiaries" under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits)COBRA. (d) As of Sellers shall take such actions as Buyer may request to arrange for the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.individuals listed on Schedule 8.2

Employees and Employee Benefit Plans. 6.8.1 For at least one (a1) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately year following the Closing Date, the Purchaser shall provide or cause to be provided to each employee of the Company or its Subsidiaries who continues in employment following the Closing Date (collectively, the “Continuing Employees”)) (i) a rate of base salary, wages, annual incentive bonus opportunity and other cash compensation that is in the aggregate substantially comparable to the rate of base salary, wages, annual incentive bonus opportunity and other cash compensation paid by the Company or its Subsidiaries to such Continuing Employee immediately prior to the Closing Date, and (ii) with respect other benefits that are either substantially similar in the aggregate to employees employed the benefits provided by Seller the Company or its Subsidiaries to such Continuing Employee immediately prior to the Closing Date or substantially similar in the aggregate to the benefits provided by the Purchaser and its Affiliates (other than to their employees generally who are similarly situated to such Continuing Employees, at the Acquired Subsidiaries)discretion of the Purchaser. 6.8.2 Following the Closing Date, offerthe Purchaser shall ensure, or cause Buyer’s Affiliates to offerensure, employment that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in which such Continuing Employees or their dependents or beneficiaries may be eligible to participate, unless such conditions would not have been waived under the comparable plans of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if Company or its Subsidiaries in which such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) employee participated immediately prior to the Closing Date. Buyer also shallFor the plan year that includes the Closing Date, the Purchaser shall provide or cause to be provided that any costs or expenses incurred by Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. 6.8.3 With respect to each employee benefit plan, policy or practice, including vacation and paid time off plans, policies or practices, sponsored or maintained by the Purchaser or its Affiliates (including the Company following the Closing), the Purchaser shall grant, or shall cause to be granted, to all Continuing Employees from and after the Closing Date credit for all service with the Company and its Affiliates to, offer employment to each Business Employee who is not actively employed immediately predecessors prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting credit, and determination of level of vacation, other eligibility to commence benefits and with respect to paid time off or severance benefits and as may otherwise be required by applicable statute only for Transferred Employees who are Canadian Business Employees (benefit accrual, but not for other purposes, including benefit accruals under excluding any defined benefit pension plan, or to the extent such credit that such recognition would result in a duplication of benefits). (d) As 6.8.4 Nothing contained herein shall be construed as requiring the Company to continue any specific plans or to continue the employment of any Continuing Employee. This Section 6.8 shall be binding upon and inure solely to the benefit of each of the Closing Date, Seller shall cause each Transferred Employee Parties in their capacity as Parties to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employeethis Agreement, and Buyer shallnothing in this Section 6.8, express or implied, shall cause the Acquired Subsidiary toconfer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.8. Nothing contained herein, acknowledgeexpress or implied, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage construed to Transferred Employeesestablish, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and amend or modify any other employee benefit plan, program, policy agreement or arrangement maintained or contributed arrangement. 6.8.5 The Company shall use its commercially reasonable efforts to by Seller or its Affiliates, (ii) all other liabilities cause each of the employees identified on Annex V attached hereto to execute and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating deliver to the period prior to Purchaser at the Closing including but not limited to any amounts or benefits payable to employment agreements containing substantially similar terms as found in the Transferred Employee in respect Employment Term Sheets attached hereto as Exhibit D, effective as of employment prior to the Closing. 6.8.6 Effective as of the day prior to the Closing, the Company (hor its Subsidiaries, as applicable) Nothing shall take all actions necessary to terminate the Xxxxxxx Performance Ingredients 401(k) Profit Sharing Plan & Trust and the Xxxxxxx New York 401(k) Profit Sharing Plan, in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after accordance with applicable Law. 6.8.7 Prior to the Closing Date, the Company shall submit to the Stockholders for approval, pursuant to the terms of Section 280G(b)(5)(B) of the Code, the payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Purchaser), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing Date, the Company shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that (i) a vote of the stockholders was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to the payments and/or benefits that were subject to the stockholder vote (the “Section 280G Stockholder Approval”), or (ii) the Section 280G Stockholder Approval was not obtained, and as a consequence such payments and/or benefits shall not be construed as requiring Buyer made or provided to retain the extent they would cause any current employee amounts to constitute Section 280G Payments, pursuant to valid waivers of Seller or its Affiliates other than those payments and/or benefits executed by the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of affected individuals prior to the Businessstockholder vote.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect Subject to employees employed by the Acquired Subsidiariessucceeding provisions of this Section 6(e), the Buyer will cause the Targets to continue the in employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing Date (or, in the “Continuing Employees”case of an employee within clause (ii) of this sentence, immediately following the date of his or her commencement of or return to active employment), (i) each employee on the Targets' active payroll on the Closing Date and (ii) each employee of the Targets not on the Targets' active payroll on the Closing Date on account of an approved leave of absence, disability leave or layoff if such employee returns to active employment with respect the respective Target immediately upon the conclusion of any such leave or layoff, or within the period required by law or any applicable collective bargaining agreement (all employees continuing such employment being referred to employees employed by Seller or herein as "Continued Employees"). Such continued employment and the benefits to be provided to the Continued Employees shall recognize the date of hire and time of service with the respective Target and its Affiliates (other than and their respective predecessors) for all purposes except as otherwise expressly provided in this Section 6(e). Nothing contained in this (i) shall confer upon any Continued Employee the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates right to offer, continued employment as by the respective Target for any period of time after immediately after the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, date of commencement of or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Dateemployment, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in which is not otherwise required by law or the aggregate, as Seller currently offersterms of any applicable collective bargaining agreement. The Targets shall continue to be bound by, and the Buyer will cause the Targets to honor the terms of, each collective bargaining agreement which applies to the Continued Employees. The Buyer shall cause DFVC, at its sole expense, to provide each Continued Employee with any severance pay and benefits applicable to such Continued Employee pursuant to Exhibit B. (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes Continued Employees shall cease to be covered under the employee benefit plans of eligibility to participatethe Seller, vesting if any, and determination of level of vacationshall participate under the employee benefit plans, other paid time off programs and policies maintained or severance benefits and as may otherwise be required established by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including the respective Target. Each employee benefit accruals under any defined benefit pension plan, program or policy maintained or established by either Target with respect to any Continued Employees shall credit the extent that Continued Employees covered thereby for all purposes (unless such recognition crediting would result in a duplication of benefits)) with the service that was recognized immediately prior to the Closing Date under the comparable plan of the Seller or the comparable plan of the respective Target maintained immediately prior to the Closing and, with respect to each plan that is an Employee Welfare Benefit Plan, the Continued Employees shall be covered without regard to any waiting period or pre-existing condition restriction and shall receive credit for all deductibles, co-payments and other out-of-pocket expenses incurred under the Seller's plans during the portion of the applicable plan year that precedes the Closing Date. The Seller shall use its reasonable best efforts (i) to assign or otherwise transfer to DFVC any group policy or contract governing welfare benefits for the DFVC Continued Employees that is maintained on a stand-alone basis for such employees and (ii) if requested by the Buyer, in the case of a group policy or contract governing welfare benefits for DFVC Continued Employees and other employees of the Seller, to assign or otherwise transfer to DFVC the portion of the policy or contract covering the DFVC Continued Employees. (diii) As Effective as of the Closing Date, the Buyer shall cause DFVC to establish for the DFVC Continued Employees a defined contribution plan, or make the DFVC Continued Employees eligible for an existing defined contribution plan of the Buyer, that is qualified under Section 401(a) of the Code (the "DFVC Savings Plan"). Upon the Seller's receipt of evidence satisfactory to it relative to the establishment or the availability of the DFVC Savings Plan and that such Plan is qualified under Section 401(a) of the Code, the Seller shall cause each Transferred the trustee of the Seller's Savings Plan to transfer the account balances of the Continued Employees in the Seller's Savings Plan to the DFVC Savings Plan, including without limitation, any outstanding participant loans. (iv) Effective as of the Closing Date, the Continued Employees shall cease active participation in the Xxxx Foods Company Retirement Plan (the "Seller's Retirement Plan"). The Seller shall retain all assets of the Seller's Retirement Plan and the liabilities for benefits of the Continued Employees accrued through the Closing Date under the Seller's Retirement Plan. Each Continued Employee will be entitled to be fully vested in a distribution of his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is benefits accrued but unused as of the Closing Date for each Transferred Employee to under the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable Seller's Retirement Plan after the Closing Dateemployee, in addition to satisfying the extent required by otherwise applicable requirements for commencement of his or her benefits under the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all terms of such Transferred Employee’s vacation Plan, has retired or paid time that is accrued but unused as of the Closing Dateterminated from employment with DFVC. (fv) The Seller agrees that it shall be solely responsible for offering the provision of health care continuation coverage required pursuant to Transferred Employeesthe terms of COBRA for those former employees of DFVC whose entitlement to such continuation coverage occurred before the Closing Date. The Buyer shall cause DFVC, to the extent required, pursuant to offer "continuation coverage" under its group health plans to all Continued Employees and to comply with all notice and other requirements under COBRA or similar state statue so that the Seller shall have no liability or obligation under COBRA or a similar state statue to the Consolidated Omnibus Budget Reconciliation Act Continued Employees as a result of 1985, as amendedthe transactions contemplated by this Agreement. (gvi) Following the ClosingThe Buyer shall cause DFVC, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements for a period of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider 90 days after the Closing Date, not to cause any of the Continued Employees to suffer "employment loss" for purposes of the Worker Adjustment and Retraining Notification Act and related regulations (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) "WARN Act"), if such employment loss could create any third-party rights under this Agreement liability for any Transferred Employee or any other current or former employee of the BusinessSeller.

Employees and Employee Benefit Plans. (a) Buyer Andrew shall extend oxxxxx of employment, to be effective immediately upon the Closing, to all current employees of MBSK, except John Catalino and Neax Xxxx, (i) with respect xxxx emplxxxxx xxx accept such offers of employment are hereinafter referred to employees employed by as "Rehired Employees"); provided, however, that any such offer of employment shall not be construed to limit the Acquired Subsidiaries, continue ability of Andrew to terminate axx xxxh employee following the Closing Date for any reason at any time. MBSK shall terminate the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) all Rehired Employees immediately prior to the Closing Date. Buyer also shalland any cost, expense or liability resulting from, or incurred in connection with, such terminations accrued on or prior to the Closing Date, shall cause its Affiliates to, offer employment to be the sole responsibility of Miller. (b) Anxxxx xgrees that sexxxxx with MBSK by each Business Rehired Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in Andrew for purposes ox xxxxrmining such employee's eligibility for and determining the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees amount of Buyer. (c) Effective as of the Closing Datebenefit entitlement for holidays, Buyer will recognize each Transferred Employee’s prior service with the Seller sick days, vacations and also for purposes of determining eligibility to participate(including waiting periods under group health plans), vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals provided under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or other arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Andrew covering such Xxxxxxd Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit for any such period of service and shall be granted to Rehired Employees only to the extent permissible under the applicable plan of Andrew. (c) Wixx xxxpect to the 401(k) plan of Miller, the parties hxxxxx agree that MBSK shall offer each employee of MBSK on the date hereof the option to (i) transfer his or her 401(k) account to an Individual Retirement Account; (ii) be construed as requiring Buyer to retain any current employee take a lump sum distribution of Seller or its Affiliates other than the Transferred Employees such account or (iii) create take a lump sum distribution of such account and roll the distribution to Andrew's 401(k) plan. (d) Miller shall provide XXXXX health insurance coverage to the Rehired Employees until January 1, 2000; provided, however, that, during the above time period, Andrew shall fully rexxxxxxe Miller for all out-of-xxxxxt expenses incurred by Miller as a result of xxxxxding such COBRA health insurance to the Rehired Employees who are not covered by Andrew's own health coverage plan(s), including, without limitation, all premiums, claims and third party administrative and processing fees, notwithstanding any third-party rights under this Agreement termination of employment of any Rehired Employee for any Transferred Employee or any other current or former employee reason. The parties acknowledge and agree that Andrew may, at its opxxxx, xxxxll the Rehired Employees into its own health coverage plan(s), in lieu of the Businessabove COBRA health insurance coverage, at any time prior to January 1, 2000. Andrew shall provide xxxxxx coverage to each Rehired Employees under its health plan(s) no later than January 1, 2000, provided that each Rehired Employee elects such coverage in accordance with Andrew's normal election procedures, with no liability to Miller whatsoever.

Employees and Employee Benefit Plans. (a) Buyer For a period of not less than one (1) year following the Effective Time, the Continuing Corporation shall provide all individuals who are employees of the Seller and its Subsidiaries (iincluding employees who are not actively at work on account of illness, disability or leave of absence) with respect to employees on the Effective Time (the "Affected Employees"), while employed by the Acquired SubsidiariesContinuing Corporation, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), with compensation and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Sellernot including equity compensation) which are in the aggregate substantially comparable in the aggregate to those made available either the compensation and benefits provided to such Transferred Affected Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will date of this Agreement. The Continuing Corporation shall continue to provide and recognize each Transferred Employee’s prior all accrued but unused vacation of Affected Employees as of the Effective Time. Affected Employees shall be credited with service with the Seller or its Subsidiaries for all purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension planof the welfare plans (including medical, dental and disability coverage) established or maintained by the Continuing Corporation after the Effective Time. Purchaser shall, and shall cause the Continuing Corporation to, assume and honor all Seller Material Contracts relating to employment to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Daterespective terms of such agreements. Subject to the preceding sentence, Seller nothing in this Agreement shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused interpreted as limiting the power of the Closing Date for each Transferred Employee Continuing Corporation or Purchaser to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, amend or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and terminate any other particular employee benefit plan, program, agreement or policy or arrangement maintained as requiring the Continuing Corporation or contributed Purchaser to offer to continue the employment of any Affected Employee for any period of time or to offer to continue (other than as required by Seller its written terms) any employee benefit plan, program, agreement or its Affiliatespolicy. Notwithstanding anything in this Section 6.10 to the contrary, (ii) all other liabilities nothing in this Section 6.10 is intended to, and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is shall not, confer upon any person other than the parties hereto any rights or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closingremedies hereunder. (hb) Nothing in this Section 8.4 The Continuing Corporation shall (i) be construed as requiring responsible for all liabilities or obligations under the continued employment WARN Act and similar state and local rules, statues and ordinances resulting from the Merger or engagement from the actions of the Continuing Corporation or any of its Subsidiaries following the Effective Time. The Continuing Corporation shall be liable for any workers' compensation or similar workers' protection claims of any Transferred Affected Employee or other service provider after incurred prior to the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the BusinessEffective Time.

Employees and Employee Benefit Plans. (a) Prior to Closing, Seller shall provide Buyer a list of all current employees of Seller who are solely or predominantly engaged in the Business, which shall (i) with respect include all employees who are on annual leave, long service leave, sick leave, maternity leave or are absent from work and entitled to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller reinstatement or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with employment under any applicable Requirements of Laws statute, contract or policy (collectively, “Inactive Business "Seller Employees”"), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) On or as soon as practicable after the date of this Agreement, but before Closing, Buyer will, immediately following must send to each Seller Employee a letter in a form agreed with Seller offering to employ the Closing Date, provide each Transferred Seller Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyereffect from Closing. (c) Effective as Subject to Section 9.5(b)(i), each offer must be for employment on ----------------- substantially the same terms and conditions under which the Seller Employee is employed by Seller immediately before Closing (including, but not limited to, those relating to retrenchment, redundancy (in each case taking into account length of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with Seller) and superannuation) and without loss of continuity of employment for the purpose of all employee entitlements except where the Seller for purposes of eligibility Employee is legally entitled to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits)fact demands payment in cash on transfer. (d) As Each party must use its best endeavours to encourage all of the Closing Date, Seller shall cause each Transferred Employee Employees to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliatesaccept the offer so made. (e) Buyer and Seller shall cooperate to transition and rollover all vacation On or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after Closing, Seller must: (i) release all Seller Employees accepting the above offer of employment from Buyer ("Transferring Employees"), that release to take effect as at the Closing Date, ; and (ii) pay the Transferring Employees all Employment Benefits (other than Employee Leave Benefits) due to the extent required or accrued by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused them as of at the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment Effective as of the Closing Date to each other Business Employee listed on Schedule 8.4(A)Closing, but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shallPurchaser will, or shall will cause one of its Affiliates to, offer employment to each person employed primarily in the Business as of the Closing Date (including without limitation any Employee who is not actively employed on short term disability or an approved leave of absence) ("Employees") with compensation and employee benefits that are, in the aggregate, comparable to the compensation and employee benefits of such Employees immediately prior to the Closing Date and who is able to return to active employment within three months after (other than the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”Pension Plan), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an offers of employment offer from Buyer with the Purchaser or any one of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred will become "Hired Employees”." If, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately within one year following the Closing Date, provide each Transferred Purchaser or an Affiliate of Purchaser terminates the employment of any Hired Employee with Purchaser and all of its Affiliates and such termination of employment is without cause (i) at least and for a reason other than death), Purchaser will, or will cause one of its Affiliates to, provide to each such terminated Hired Employee a severance benefit that is not less favorable than the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) severance benefit to which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Hired Employee would have been entitled had such Hired Employee's employment been terminated immediately prior to the Closing Date under the terms of an applicable severance plan or policy listed or described on Schedule 2. 1.12.1 ( but only if, and to similarly situated employees of Buyerthe extent, such Hired Employee was covered by such plan or policy immediately prior to the Closing Date). (cb) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller and for purposes a period of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable one year after the Closing Date, Purchaser will, or will cause one of its Affiliates to, provide Hired Employees with employee benefits that are comparable to, in the aggregate, the employee benefits provided to such Hired Employees by Seller immediately prior to the Closing Date (other than the Pension Plan). (c) Purchaser agrees that each Hired Employee will receive credit for his or her years of service with Seller or any of its Affiliates prior to the Closing in determining eligibility and vesting under the Purchaser's employee benefit plans, and in determining the amount of benefits under any applicable sick leave, vacation or severance plan of the Purchaser. Notwithstanding the foregoing, it is agreed that if Purchaser makes available to Hired Employees a plan providing a profit-sharing contribution ("Profit-Sharing Plan"), in addition to, or in combination with, a 401(k) plan, the Profit-Sharing Plan may require that a Hired Employee have one year of service with Purchaser or one of its Affiliates prior to being eligible to participate in the Profit-Sharing Plan. Purchaser will, or will cause one of its Affiliates to, offer such Hired Employees and their dependents as of the Closing coverage under a group health plan substantially similar to the coverage (including dependent coverage) that was provided by Seller or any of its Affiliates immediately prior to the Closing and will waive any waiting period and preexisting condition limitations applicable to Hired Employees and eligible dependents under any such group health plan made available to Hired Employees and eligible dependents to the extent required by that a Hired Employee's or Hired Employee's eligible dependent's condition would not have operated as a preexisting condition limitation under the applicable Requirements group health plan of Laws or sponsored by Seller or any of its Affiliates prior to Closing, and Purchaser will, or will cause one of its Affiliates to, take all action necessary to ensure that such Hired Employees and eligible dependents are given full credit for all co-payments and deductibles incurred under the extent such vacation applicable group health plan of or paid time off is not otherwise transitioned sponsored by Seller or rolled over, Seller shall pay to each Transferred Employee all any of such Transferred Employee’s vacation or paid time its Affiliates for the plan year that is accrued but unused as of includes the Closing Date. (fd) Seller shall be solely responsible for offering continuation coverage Schedule 6.1(d) to Transferred Employeesthis Agreement contains the name, to the extent requiredaddress, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985hire date, as amended. (g) Following the Closingjob title, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, current base salary, wagesbonus (if any), bonusesyears of service and current employment status of each Employee. To the Knowledge of Seller, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who Schedule 6.1(d) is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closingan accurate listing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) 7.2.1 Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shallwill, or shall cause one of its Affiliates to, offer give Qualifying Offers of employment to each of the Business Employee who is not actively employed immediately Employees (other than any Inactive Business Employee) at least fifteen (15) Business Days prior to the anticipated Closing Date and who is able or a later date approved by Seller in writing. As used herein, a “Qualifying Offer” means an offer by Buyer to return to active continue employment within three months after of each such Business Employee commencing at the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same a level of base salary pay and annual cash bonus or base wage rate commission opportunity (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either at least equal to such Transferred Employee employee’s base pay (and annual cash bonus or commission opportunity (as applicable)) in effect immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer with an initial primary work location within a thirty (30) mile radius from such employee’s primary work location immediately prior to retain any current employee of Seller or its Affiliates other than the Transferred Employees or Closing Date, and (iii) create any third-party rights under with compensation and benefits (excluding equity based compensation) that are substantially comparable aggregate to the compensation and benefits (excluding equity based compensation) to those provided to such Business Employees immediately prior to the date of this Agreement for any or, at Buyer’s option, similarly situated employees of Buyer. The terms of the Qualifying Offer shall apply to a Transferred Employee or for no less than a period of one year from the Closing Date (or, if shorter, during any other current or former employee period of employment). All Qualifying Offers of employment made by Buyer pursuant to this Section will be made in accordance with all applicable Laws, will be conditioned on the occurrence of the BusinessClosing, and will include such additional information as shall be mutually agreed by Seller and Buyer. With respect to any Inactive Business Employee, Buyer will, or shall cause one of its Affiliates to, make a Qualifying Offer to each such individual on the earliest practicable date following the return of such individual to work with the Seller, to be effective upon acceptance, provided that such Inactive Business Employee returns to work within six (6) months following the Closing Date (or such longer period as required by applicable Law). Following the date hereof and while the Buyer has outstanding obligations pursuant to this Section 7.2.1, the Seller shall promptly notify the Buyer of the occurrence of the end of any such leave of absence with respect to any Inactive Business Employee. The Seller shall retain all costs, expenses and liabilities related to any Inactive Business Employee that arise out of or accrue as a result of an event or events that occur on, prior to or as of the date that any Inactive Business Employee commences employment with the Buyer or an Affiliate thereof in accordance with the terms of this Agreement. Each Active Business Employee and Inactive Business Employee who is given a Qualifying Offer, who accepts such offer of employment and who commences work with Buyer or its Affiliate on or following the Closing Date pursuant to this Section is referred to herein as a “Transferred Employee.”

Employees and Employee Benefit Plans. (a) Buyer All employees of the Company, the Bank or any other Company Subsidiary as of the Effective Time (collectively, “Company Employees”) shall (ibecome employees of the Holding Company or a Holding Company Subsidiary as of the Effective Time, provided that, other than as provided by Section 5.11(f) with respect hereof, the Holding Company or a Holding Company Subsidiary shall have no obligation to employees employed by the Acquired Subsidiaries, continue the employment of any such person and nothing contained in this Agreement shall give any employee of the individuals listed as “Holding Company or a Holding Company Subsidiary a right to continuing employees” on Schedule 8.4(A) as employment with the Holding Company or a Holding Company Subsidiary after the Effective Time. To the extent that the Holding Company or a Holding Company Subsidiary terminates the employment of immediately following the Closing (the “Continuing Employees”)any Company, and (ii) with respect to employees employed by Seller Bank, Home Bancorp or its Affiliates Home Federal Employee (other than the Acquired Subsidiariesthose employees, if any, who receive payments pursuant to Section 5.11(d) hereof), offerother than for cause, or cause Buyer’s Affiliates to offerwithin six months following the Effective Time, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also Holding Company shall, or shall cause its Affiliates a Holding Company Subsidiary to, offer provide severance benefits in a cash amount as mutually agreed to by Home Bancorp and the Company, provided, however that in no event shall the Holding Company or a Holding Company Subsidiary have any obligation to provide severance benefits to any Company Employee whose termination of employment occurs due to each Business Employee resignation or discharge for cause or who is not actively employed immediately prior entitled to severance benefits or the Closing Date and who is able to return to active employment within three months after equivalent thereof under the Closing Date, terms of an individual contract with the Company or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its AffiliatesBank. (b) Buyer will, immediately Each Company Employee who remains employed by the Holding Company or a Holding Company Subsidiary following the Closing DateEffective Time (each, provide each Transferred Employee with a “Continuing Employee”) shall be entitled to participate in (i) at least such of the same base salary employee benefit plans, deferred compensation arrangements, bonus or base wage rate (as applicable) incentive plans and bonus opportunity, in other compensation and benefit plans that the aggregate, as Seller currently offers, Holding Company or a Holding Company Subsidiary may continue for the benefit of Continuing Employees following the Effective Time and (ii) whatever employee benefits benefit plans and other compensation and benefit plans (with credit other than any stock option or restricted stock grant plan implemented by the Holding Company or assumed thereby from Home Bancorp) that the Holding Company or a Holding Company Subsidiary may maintain for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to benefit of its similarly situated employees on an equitably equivalent basis, if such Continuing Employee is not otherwise then participating in a similar plan described in Section 5.11(c) hereof. The parties hereto acknowledge that Continuing Employees shall be eligible to participate in the stock option plan and the recognition and retention restricted stock plan anticipated to be implemented by the Holding Company within one year subsequent to the Effective Time (subject to receipt of Buyernecessary corporate, regulatory and shareholder approval) based upon the same criteria as other employees of Home Federal or the Holding Company and the level of grants shall give due regard to, among other factors, relative levels of title, duties, salary and other compensation and benefits. (c) (i) At the Effective Time, the Holding Company or a Holding Company Subsidiary shall become the plan sponsor of each Company Employee Plan. The Company agrees to take or cause to be taken such actions as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with Holding Company or a Holding Company Subsidiary may reasonably request to give effect to such assumption. The Holding Company or a Holding Company Subsidiary shall have the Seller for purposes of eligibility right and power at any time following the Effective Time to participate, vesting and determination of level of vacation, other paid time off amend or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including terminate or cease benefit accruals under any defined benefit pension plan, Company Employee Plan or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee it to be fully vested in his merged with or her account under any 401(k) or its assets and liabilities to be transferred to a similar U.S. retirement plan maintained by Seller or its Affiliatesit. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer The Purchaser and the Seller shall (i) cooperate to give notice jointly to all Company employees prior to the Closing Date that the active participation of the Company employees in the Seller Plans shall terminate as of the Closing Date. In no event shall any employee of the Company or any of its Subsidiaries be entitled to accrue any benefits under the Seller Plans with respect to employees employed by services rendered or compensation paid on and after the Acquired Subsidiaries, continue Closing Date. (b) The Purchaser and each Company Plan which is a health plan shall be responsible for providing any participant in such Company Plan (and such employees’ “qualified beneficiaries” within the employment meaning of Section 4980B(f) of the individuals listed as Code) who has a “continuing employeesqualifying event,” within the meaning of Section 4980B(f) of the Code (or similar local Law) (“COBRA”), on Schedule 8.4(Aor after the Closing Date with the continuation of group health coverage required by Section 4980B(f) as of immediately the Code (or similar local Law) to the extent required by Law. (c) For at least one (1) year following the Closing Date, the Purchaser shall provide or cause to be provided to all employees of the Company and its Subsidiaries as of the Closing Date (the “Continuing Employees”)) (i) a rate of base salary, wages, bonus opportunity and (ii) with respect to employees employed other cash compensation that is not less favorable than the rate of base salary, wages, bonus opportunity and other cash compensation paid by Seller the Company or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, and (ii) other benefits that are either substantially similar in the aggregate to the benefits provided by the Company or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed Affiliate immediately prior to the Closing Date (excluding equity or equity-based awards and nonqualified deferred compensation) or substantially similar in the aggregate to the benefits provided by the Purchaser and its Affiliates to their employees generally who is able are similarly situated to return to active employment within three months after such Continuing Employees. (d) Following the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary Purchaser shall take reasonable steps to ensure, or base wage rate (cause to ensure, that no limitations or exclusions as applicable) and bonus opportunityto pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in the aggregate, as Seller currently offers, which such Continuing Employees or their dependents or beneficiaries may be eligible to participate and (ii) the Purchaser shall take reasonable steps to provide or cause to be provided that any costs or expenses incurred by Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. (e) With respect to each employee benefits benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices, sponsored or maintained by the Purchaser or its Affiliates (with including the Company following the Closing), the Purchaser shall grant, or cause to be granted to, all Continuing Employees from and after the Closing Date credit for their prior all service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately Company and its predecessors prior to the Closing or Date to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with extent recognized under the Seller applicable Plan for purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual and determination of level of vacationseverance, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including excluding benefit accruals accrual under any defined benefit pension plan, or to the extent plan and any such credit that such recognition would result in a duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) The Purchaser agrees that it will not, and will cause its Affiliates not to, cause any of the Continuing Employees to suffer an “employment loss,” “plant closing,” “mass layoff,” or “relocation,” for purposes of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or the California WARN Act (Cal. Labor Code Sec. 1400 et seq.) (collectively “Workforce Reductions”) if such Workforce Reductions would create, or would reasonably be expected to create, any liability for the Seller shall be solely responsible for offering continuation coverage to Transferred Employeesor its Affiliates under the WARN Act or any similar state or local Law, to the extent requiredthat, pursuant to on the Consolidated Omnibus Budget Reconciliation Act Closing Date, the Seller provides the Purchaser with a list of 1985all employees of the Company and its Subsidiaries who have suffered a Workforce Reduction within six months before the Closing Date. The Purchaser and its Affiliates shall be responsible for all Liabilities under the WARN Act, as amendedthe California WARN Act, and any similar state or local Law resulting from the Closing or from the actions of the Purchaser and its Affiliates following the Closing. (g) Following Except as otherwise specifically set forth in this Article VI, the Seller shall retain all Liabilities relating to all Seller Plans. Effective as of the Closing, Seller will the Purchaser, the Company and its Subsidiaries shall assume and retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee Liabilities relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closingall Company Plans. (h) Nothing in this Section 8.4 Agreement shall (i) be construed as requiring create any obligation on the continued part of the Purchaser, the Company or any of their respective Affiliates to continue the employment or engagement of any Transferred Continuing Employee or other service provider after for any definite period following the Closing Date, (ii) be construed as requiring Buyer to retain and nothing in this Agreement shall preclude the Purchaser or the Company from altering, amending, or terminating any current of its employee benefit plans, or the participation of Seller any of its employees in such plans, at any time. This Agreement shall not amend any plans or its Affiliates other than the Transferred Employees arrangements or (iii) create any third-party rights under this Agreement for any Transferred or obligations except between the Parties hereto. No Continuing Employee or any other current or former employee of the BusinessCompany or any of its current of former Affiliates including any beneficiary or dependent thereof, or any other person not a party to this Agreement shall be entitled to assert any claim hereunder. (i) Before the Closing Date, the Seller shall (or shall cause its Subsidiaries to) assign to the Purchaser all of the Seller’s (or its Subsidiary’s) rights under all restrictive covenant agreements (including any non-competition, non-solicitation, confidentiality, and nondisclosure agreements) between the Seller (or any of its Subsidiaries other than the Company and the Company’s Subsidiaries) and current or former employees or non-employee service providers of the Company. (j) On or before the Closing Date, the Seller shall cause all restrictions with respect to restricted stock awards held by Continuing Employees to lapse and shall take such other actions as may be necessary to prevent the forfeiture of such awards in connection with the termination of the Continuing Employees employment with the Seller and its Subsidiaries upon such Continuing Employee delivering to the Seller a customary release for such action. (k) The Seller shall coordinate with the senior management of the Company and use commercially reasonably efforts to obtain retention agreements from the individuals identified to the Seller by the Purchaser prior to the Closing. (l) The Seller shall take action to cause the 2005 Xxxxxxxxx Xxxxx Incorporated Deferred Compensation Plan (as Amended as of December 1, 2008) (the “DCP”) to be terminated with respect to all participants who are Company employees effective as of the Closing Date (the “DCP Participants”) and shall pay out all amounts accrued by the DCP Participants under the DCP as of such date. In addition, the Seller shall take action to terminate the arrangements set forth on Schedule 6.7(l) effective as of the Closing Date and shall pay out all amounts due thereunder as of such date.

Employees and Employee Benefit Plans. Section 6.01. Designated/Transitioned Employees. (a) Buyer shall (iSchedule 3.15(b) contains a list of all persons employed in the operation of the ALLTEL System as of the date of this Agreement. Schedule 4.15(b) contains a list of all persons employed in the operation of the USCC System as of the date of this Agreement. Each Receiving Party will be obligated to offer employment in accordance with respect the terms of this Article VI to employees all of the persons listed on Schedule 3.15(b) or Schedule 4.15(b), as applicable, who physically work in the service area being acquired and are still employed by the Acquired Subsidiaries, continue the employment applicable Transferring Party as of the individuals listed as “continuing employees” on Schedule 8.4(A) as of date immediately following preceding the Closing (the “Continuing Employees”), Date and (ii) with respect any additional persons who physically work in such service area and are hired prior to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee replace any persons listed on Schedule 8.4(A3.15(b) or 4.15(b), but only if as applicable, who physically worked in such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer service area and are separated from employment to each Business Employee who is not actively employed immediately prior to the Closing Date and are still employed by the applicable Transferring Party as of the date immediately preceding the Closing Date. In addition, on or before the thirtieth day after the date of this Agreement, each Receiving Party will designate to the applicable Transferring Party from the remaining persons listed on Schedule 3.15(b) or Schedule 4.15(b), as applicable, (the persons who do not physically work in the applicable service area of the Transferring Party), those additional persons to whom such Receiving Party intends to make an offer of employment in accordance with the terms of this Article VI. All of the persons to whom the Receiving Party will be obligated or intends to offer employment pursuant to the two preceding sentences are referred to herein as “Designated Employees.” Effective as of 11:59:59 p.m. Chicago Time on the Closing Date, each Transferring Party shall terminate the employment of, and the respective Receiving Party effective as of the applicable Effective Time shall offer employment to, all Designated Employees who are actively at work or ready to return to work as of the Closing Date (an “Active Employee”). Any Designated Employee who is able not actively at work and not ready to return to work as of the Closing Date (an “Inactive Employee”) shall not be offered employment by the respective Receiving Party, nor be deemed to be a Transitioned Employee as defined below, unless and until he or she is ready to return to active work within 180 days of the Closing Date and gives notice to the respective Receiving Party in writing thereof. The respective Receiving Party shall promptly offer such Inactive Employee employment following receipt of such notice on substantially the same terms as similarly situated Transitioned Employees, the start date of such Inactive Employee to be within three months ten work days (the actual start date to be at the discretion of the respective Receiving Party) after the respective Receiving Party has received the Inactive Employee’s acceptance of the respective Receiving Party’s employment offer. For purposes of this Agreement, (i) all Inactive Employees who subsequently become ready to return to active work within 180 days of the Closing Date, or such longer period during which Date who accept the Business Employee has a right of rerespective Receiving Party’s employment offer are herein collectively referred to as the “Post-instatement in accordance with applicable Requirements of Laws Closing Transitioned Employees,” and (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing ii) all Post-Closing Transitioned Employees and the other Business all Active Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date respective Receiving Party are herein collectively referred to collectively herein as the “Transferred Transitioned Employees”, and any Inactive Business .” Each such Transitioned Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following employed by the Closing Date, provide each Transferred Employee with (i) respective Receiving Party at least the same base rate of pay (which excludes, among other types of pay, sales commissions, bonuses, extraordinary pay and any other type of pay not included as part of the base salary rate or base wage hourly rate (as applicableof pay) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to received by such Transferred Transitioned Employee immediately prior to the Closing Date or immediately prior to becoming an Inactive Employee. The other terms and conditions of employment of the Transitioned Employee shall be substantially similar to the terms and conditions of employment provided to similarly situated employees of Buyerthe respective Receiving Party. Notwithstanding the above, nothing in this Agreement limits the rights of the respective Receiving Party to eliminate or change the conditions of employment, for any reason after hiring the Transitioned Employee, as the respective Receiving Party may, in its sole discretion, unilaterally implement. (b) The participation of each Transitioned Employee (other than a Post-Closing Transitioned Employee) in the USCC System Employee Plans or the ALLTEL System Employee Plans, as applicable, will terminate as of 11:59:59 p.m. Chicago Time on the Closing Date and the participation of each Post-Closing Transitioned Employee in the USCC System Employee Plans or the ALLTEL System Employee Plans, as applicable, will terminate effective as of 11:59:59 p.m. on the day prior to the Transition Conversion Date, except in each case with respect to compensation and benefits that remain payable or due under the terms of such USCC System Employee Plans or the ALLTEL System Employee Plans, as applicable, or except as otherwise required by Law or such USCC System Employee Plans or the ALLTEL System Employee Plans, as applicable. Nothing in this Agreement creates or is intended to create any rights in third parties or third party beneficiaries, including, without limitation, any rights to be employed or respecting the terms and duration of employment. (c) Effective A Transferring Party shall be responsible for any and all salaries, wages, commissions, bonuses, residuals, benefits, notices and other compensation or payments (including amounts payable under the System Employee Plans listed on Schedules 3.14(c) and 4.14(c), as applicable, and amounts shown payable on Schedules 3.15(b) and 4.15(b), as applicable and as the same may be modified or otherwise updated) payable to each Designated Employee for services attributable to, and claims and expenses incurred during, the period ending as of 11:59:59 p.m. Chicago Time on the Closing Date, Buyer will recognize each Transferred Employee’s prior service in accordance with the Seller for purposes terms and conditions of eligibility to participate, vesting the USCC compensation arrangements and determination of level of vacation, other paid time off or severance benefits policies and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension planthe USCC System Employee Plans, or the ALLTEL compensation arrangements and policies and ALLTEL System Employee Plans, as applicable, for a terminated employee and the Receiving Party shall not be responsible for any such obligations as a “successor employer” or otherwise. A Transferring Party shall be entitled to any chargebacks relating to bonuses and commissions which a Transferring Party pays, and the Receiving Party shall be entitled to any chargebacks relating to bonuses and commission which the Receiving Party pays after the Closing Date. Except as otherwise stated in Section 6.02 with respect to Welfare Plans and Retirement Plans, the Receiving Party shall be responsible for any and all salaries, wages, benefits, notices and other compensation or payments payable to each Transitioned Employee for services rendered to the extent that such recognition would result in duplication Receiving Party for the period commencing as of benefits)the Effective Time. (d) As With respect to the USCC System and the ALLTEL System, as applicable, during the period from the date hereof until the earlier of the Closing Dateor the termination of this Agreement, Seller a Transferring Party shall not, and shall cause each Transferred Affiliate and Representative not to, directly or indirectly, for itself or on behalf of any other Person, solicit for hire or hire any Designated Employee, or induce or attempt to induce any Designated Employee to be fully vested in leave his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as employment with the applicable Affiliate of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing DateTransferring Party, to the extent required by the applicable Requirements perform services for any system or business of Laws and to the extent such vacation a Transferring Party, its Affiliates or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan Representatives other than the Assumed Benefit PlansUSCC System or the ALLTEL System, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closingas applicable. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to The employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) Company and its Subsidiaries as of immediately following the Closing (the “Continuing Employees”)"AFFECTED EMPLOYEES") shall remain employees of the Company and its Subsidiaries immediately following the Closing; PROVIDED, that nothing in this Agreement shall limit or affect Purchaser's right to terminate the employment of any such Affected Employee at any time following the Closing. Honeywell and (ii) with respect to employees employed by Seller or its Affiliates (other than shall also agree to allow for the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as transfer of any of the Closing Date to each other Business Employee employees listed on Schedule 8.4(A)5.10(a) of the Disclosure Schedule to the Company and its Subsidiaries, but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing DateClosing, at Purchaser's option, subject to the continued recognition of any related severance obligations and consent of any such employee. Buyer also shallPurchaser acknowledges and agrees that Company and its Subsidiaries shall be solely responsible for all Liabilities arising out of or related to any Plan (including Liabilities attributable to periods prior to Closing). The foregoing, however, shall not limit Purchaser's rights under Article IX for breaches of representations, warranties, covenants and agreements. (b) For a period of not less than twelve (12) months following the Effective Time, Purchaser shall provide, or shall cause its Affiliates toor the Company and its Subsidiaries, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) , to provide, compensation and bonus opportunity, in the aggregate, as Seller currently offers, health and (ii) employee welfare and defined contribution plan benefits (with credit for their prior service with Seller) which that are in the aggregate substantially comparable in the aggregate to those made available either the compensation and health and welfare and defined contribution plan benefits provided to such Transferred Employee the Affected Employees immediately prior to the Closing Closing. Purchaser or its Affiliates shall comply (or shall cause the Company and its Subsidiaries to similarly situated employees comply) with the terms of Buyerall Plans in effect immediately prior to the Effective Time, subject to any reserved right to amend or terminate any Plan; PROVIDED, HOWEVER, that no such amendment or termination may be inconsistent with Purchaser's obligations pursuant to this Section 5.10. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior Affected Employees shall be given credit for all service with the Seller Company and its Subsidiaries (or service credited by the Company or its Subsidiaries, if greater) under all employee benefit plans and arrangements currently maintained or established in the future by Purchaser, its Affiliates, the Company or any of its Subsidiaries in which they are or become participants for purposes of eligibility to participateparticipation, vesting eligibility, vesting, and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension planplan or any plan providing post-retirement medical, dental or to the extent that such recognition prescription drug benefits or as would otherwise result in duplication of benefits). Purchaser, its Affiliates, the Company and its Subsidiaries shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of Purchaser, its Affiliates, the Company and its Subsidiaries to be waived with respect to Affected Employees and their eligible dependents to the extent waived under the corresponding Company Employee Benefit Plan in which the applicable Affected Employee participated prior to the Effective Time (to the extent permitted by the applicable welfare plans and as required by applicable Law). (d) As of No later than five (5) business days prior to the Closing Date, Seller Honeywell shall cause each Transferred Employee provide Purchaser with a list setting forth the number of employees terminated or to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or terminated from each site of employment of the Company and of each of its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of Subsidiaries during the 90-day period ending on the Closing Date for reasons qualifying the termination as "employment losses" under the WARN Act and the date of each Transferred Employee to the extent consistent such termination with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay respect to each Transferred Employee all of such Transferred Employee’s vacation or paid time termination; provided, that is accrued but unused as of the Closing Date. (f) Seller this sentence shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, not apply with respect to any current or former employee or service provider who is not, or does site of employment at which sufficient employees have not become, a Transferred Employee, and (iii) all liabilities and obligations with respect been employed at any time in such 90-day period for terminations of employment at such site to any Transferred Employee relating be subject to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to ClosingWARN Act. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment Each employee of the individuals listed as “continuing employees” on Schedule 8.4(A) as either Company or any of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee subsidiaries who is not actively employed immediately prior to the Closing Date and who is able entitled to return any compensation, benefits or other payments arising in connection with such employee's employment with either Company or any of its subsidiaries shall be referred to active employment within three months as the "COMPANY EMPLOYEES." From and after the Closing, the Sellers shall remain solely responsible for liabilities for claims of the Company Employees and their eligible dependents incurred prior to the Closing Date under those Company plans that are health, short-term disability, accident or life insurance 42 47 plans and the Purchaser shall be solely responsible for all such liabilities for claims incurred by any Company Employee and his eligible dependents on or after the Closing Date. (b) Effective from and after the Closing, the Purchaser shall cause each Company Employee (and his covered dependents) who participated in an employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) or similar benefit arrangement maintained by WMI (the "WMI WELFARE PLANS") immediately prior to the Closing Date to be eligible to participate effective immediately in a similar employee welfare benefit plan or arrangement maintained by Purchaser or its subsidiaries for the benefit of similarly situated employees of the Purchaser or its subsidiaries ("PURCHASER'S WELFARE PLANS"), but only to the extent that such longer period during which similar Plans and arrangements are currently maintained by Purchaser or its subsidiaries. In connection therewith, the Business Purchaser shall cause the Purchaser's Welfare Plans to disregard, with respect to such previously covered Company Employees (and their covered dependents), pre-existing condition exclusions and limitations. In addition, with respect to each Company Employee has (and his eligible dependents) who did not participate in a right of re-instatement particular WMI Welfare Plan immediately prior to the Closing Date, such Company Employee (and his eligible dependents) shall become eligible to participate in Purchaser's Welfare Plans in accordance with applicable Requirements the terms of Laws (collectivelythe Purchaser's Welfare Plans. Nothing hereunder shall be construed to require Purchaser to hire, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer either Company or any of its Affiliates subsidiaries to retain, Company Employees for any period of time; and commence employment provided further, that Company Employees (and their eligible dependents) shall be eligible to participate in the Purchaser Welfare Plans only during the period of time during which such Company Employees are employed by the Purchaser, either Company or any of its subsidiaries or as required by applicable law. (c) All Company Employees who have account balances in the Waste Management Retirement Savings Plan (the "WMI PLAN") immediately prior to the Closing Date shall be fully vested in all of their account balances under the WMI Plan as of the Closing Date are referred including, without limitation, any account balances attributable to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time offemployer contributions. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws Sellers shall make all matching and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, contributions with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations Company Employees that are payable with respect to any Transferred Employee relating to periods before the period prior to Closing including but Date whether or not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed such contributions are due. As soon as requiring the continued employment or engagement of any Transferred Employee or other service provider practicable after the Closing Date, employees of each Company and its subsidiaries who were participants in the WMI Plan and who are actively employed on the Closing Date shall be eligible to commence participation in a tax-deferred savings plan maintained by the Purchaser (the "PURCHASER 401(K) PLAN"). Prior to the Closing Date, each of the Purchaser and the Sellers shall deliver to the other party a favorable determination letter from the IRS regarding the qualified status of the Purchaser 401(k) Plan or WMI Plan, as the case may be. The Sellers will permit each employee who is a participant in the WMI Plan to elect (i) to receive a distribution of the value in his account less the amount of any outstanding loan to such participant under the Plan (such participant's "ACCOUNT BALANCE"), (ii) be construed as requiring Buyer to retain any current employee roll over such participant's Account Balance to an individual retirement account of Seller or its Affiliates other than the Transferred Employees such participant or (iii) create to roll over such participant's Account Balance (but for purposes of this clause (iii), a participant's Account Balance shall include the amount of any third-party rights outstanding loan under this Agreement for any Transferred Employee or any other current or former employee of the Business.the

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, the Buyer will recognize shall cause MidCon or its Subsidiaries to continue to compensate each Transferred Employee’s prior service with Salaried Employee who remains an employee of the Seller for purposes Buyer or its Subsidiaries at salaries or hourly rates, as the case may be, no lower than the lesser of eligibility to participate(i) the salaries or hourly rates of MidCon or its Subsidiaries in effect immediately (b) Notwithstanding subpart (a), vesting and determination if the Buyer or any of level its Subsidiaries terminates any Salaried Employee within three months of vacationthe Closing, other paid time off the Buyer or its Subsidiaries shall pay the terminated Salaried Employee severance benefits and as may otherwise no less than those provided under the Termination Allowance Plan in effect on the date of this Agreement, provided, however, that such severance benefits shall only be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or payable to the extent that such recognition benefits would result in duplication have been payable under such Termination Allowance Plan. After a three month period subsequent to the Closing, a Salaried Employee who is terminated shall be entitled to severance benefits not less than those provided to employees of benefits)the Buyer or its Subsidiaries with like job status and service. (dc) As Except as provided in subsection (b) to this Section 5.2.3, as of the Closing Date, Seller the Buyer shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay provide to each Transferred Salaried Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of and each Former Salaried Employee with "Buyer Benefit Plans", which shall mean the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain benefit plans and programs under (i) all liabilities Employee Plans and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period Agreements effective immediately prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring the Buyer's benefit plans and programs applicable to employees of the Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees in similar jobs, or (iii) create any third-party rights under this Agreement for any Transferred a combination of Employee or any other current or former employee Plans and Agreements and the Buyer's plans and programs, the determination of which shall be at the sole discretion of the Business.Buyer, provided however, that such combination of Employee Plans and Agreements and the Buyer's plans and programs shall be, at a minimum, comparable in type and aggregate value to those plans and programs provided by the Buyer's benefit plans and programs applicable to employees of the Buyer in

Employees and Employee Benefit Plans. (a) The Retained Employee Schedule contains a list of all employees that Sellers expect to retain as employees after the Closing Date (collectively, the "Retained Employees"). Buyer and its affiliates shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment not hire any of the individuals listed as “continuing employees” on Schedule 8.4(ARetained Employees for a period of two (2) as of immediately years following the Closing Date (except that the “Continuing Employees”foregoing shall not apply to any Retained Employee whose employment has been terminated by a Seller, or any Affiliate of a Seller), and (ii) nor induce, solicit or encourage any such Retained Employees to terminate their employment with respect Sellers. Buyer shall offer employment on an "at will" basis to all employees employed by Seller or its Affiliates of Sellers (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of Retained Employees) who are actively employed on the Closing Date Date, and such persons who accept such offer shall be hereafter referred to each other Business Employee listed as "Transferred Employees." Each such offer of employment shall be on Schedule 8.4(A)substantially the same terms and conditions of employment and which are, but only if in the aggregate, substantially as favorable as those under which such Business Employee person is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer shall also shall, or shall cause its Affiliates to, offer employment on an "at will" basis to each Business Employee employee of Sellers who is not actively employed immediately prior to temporarily absent from active employment on the Closing Date and who (the "Inactive Employees") upon termination of such temporary absence, provided such employee is able to return to active employment within three months after perform the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as essential functions of the Closing Date are referred position he or she previously held with Sellers prior to collectively herein as the “Transferred Employees”such absence, and any Inactive Business Employee such employee shall be treated as a Transferred Employee upon from and after his or her return to, or commencement of, active date of employment with Buyer. At the Closing, Sellers shall deliver a schedule of such Inactive Employees to Buyer. Buyer may, on account of a reduction in force program and subject to applicable laws, elect not to offer employment to any Inactive Employee in accordance with the foregoing sentence, and instead make payments to Sellers regarding such Inactive Employees equal to the amounts payable to such Inactive Employees under (x) the applicable Seller's severance plan, and (y) all other benefits, programs or its Affiliateslaws applicable to such Inactive Employees (to the extent Buyer would be required hereunder to make such payments if such employee were a Transferred Employee). After the Closing, and subject to applicable laws and existing employment terms (to the extent such employment terms are Buyer's responsibility with respect to Transferred Employees), Buyer shall have the right, at any time, to dismiss any or all Transferred Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them). (b) Buyer will, immediately following Each Seller shall be responsible for the payment of any severance pay and other benefits or amounts due to any Retained Employee (but only to the extent Seller is legally obligated to provide any such benefits to such employee through the Closing Date). Buyer shall be responsible for the payment of any wages, provide each severance pay, benefits, or any other obligation to any person who is a Transferred Employee with (i) at least to the same base salary or base wage rate extent set forth on the Employee Benefits Schedule and the letter agreement between Buyer and Sellers of even date herewith covering certain Enhanced Benefit Programs (as applicabledefined therein.) and bonus opportunityIn addition, in the aggregateif any employee chooses not to accept employment with Buyer, as Seller currently offersthen such employee shall be entitled to receive from Buyer severance payments, and (ii) employee benefits (with credit for if any are due, under existing severance arrangements, provided that if Sellers have explicitly promised any of their prior service with Seller) which are in the aggregate substantially comparable in the aggregate employees that such employees would be entitled to those made available either to severance payments upon rejection of an offer of employment from Buyer, then such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyerseverance payments shall be Sellers' responsibility. (c) Effective Each Seller shall retain liability for any health care continuation coverage required to be provided under Section 4980 of the Code and Part 6 of Title I, Subtitle B of ERISA to employees (and their spouses and dependents) terminated at or prior to the Closing Date. (d) Each Seller shall retain all liability otherwise borne by the employer for any Transferred Employee (or dependent of a Transferred Employee) who is hospitalized or otherwise receiving inpatient care as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off until such employee or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliatesdependent is discharged. (e) Buyer shall only be responsible and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as liable for any claim of the Closing Date for each any Transferred Employee to the extent consistent with applicable Requirements of Lawsarising under any state workers' compensation or similar law or any health, including if required by obtaining a consent from such Transferred Employeeshort-term disability, and Buyer shall, long-term disability or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation other policy or paid time off. As soon as administratively practicable benefit which is based upon any occurrence after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Buyer shall cover all Transferred Employees under benefit and welfare plans which provide benefits that, at a minimum, are substantially comparable in the aggregate to those benefits provided under plans heretofore maintained by the Sellers. In addition, effective as of the Closing Date, Buyer shall cause each Transferred Employee to be covered under a group health plan, as defined in Section 607(1) of ERISA, which does not contain any exclusion or limitation with respect to any preexisting condition for which the Sellers' group health plans provide benefits. A Transferred Employee's service with a Seller (either as actually performed or as credited to such employee under a prior written agreement) which is credited under Sellers' welfare benefit plans shall be solely responsible taken into account for offering continuation coverage the purpose of determining eligibility for participation and vesting under any similar benefit or welfare plan maintained by Buyer in which such Transferred Employee may become eligible to participate. Any eligible health and dental expenses incurred by a Transferred EmployeesEmployee between January 1, 1996 and the Closing Date shall be taken into account by Buyer's health and dental plans, if any, for the purposes of satisfying such employee's individual or family deductible or coinsurance requirements and satisfaction of maximum out-of-pocket provisions for the Buyer's first plan year ending after the Closing Date to the same extent required, pursuant to as if they had been incurred after the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedClosing Date under Buyer's health and dental plans. (g) Following Prior to the Closing, Seller will retain (i) all liabilities except to the extent required by law, Sellers shall not pay any Transferred Employees their accrued and obligations under each Seller Plan other than the Assumed Benefit Plansunpaid vacation, and any other employee benefit planBuyer shall provide, programwithout duplication of benefits, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities Transferred Employees with vacation time rather than cash in lieu of vacation time for all vacation earned and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after unpaid through the Closing Date, (ii) be construed but only to the extent properly accrued or otherwise reserved for in the Year End Balance Sheet or accrued thereafter in the ordinary course of business and set forth in the financial books and records of Sellers as requiring Buyer to retain any current employee of Seller or its Affiliates other than at the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the BusinessClosing Date.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, the Buyer will recognize shall cause MidCon or its Subsidiaries to continue to compensate each Transferred Employee’s Salaried Employee who remains an employee of the Buyer or its Subsidiaries at salaries or hourly rates, as the case may be, no lower than the lesser of (i) the salaries or hourly rates of MidCon or its Subsidiaries in effect immediately prior service with to the Seller for purposes Closing Date or (ii) the salaries or hourly rates payable to the Buyer's employees in either case in similar jobs and locations. (b) Notwithstanding subpart (a), if the Buyer or any of eligibility to participateits Subsidiaries terminates any Salaried Employee within three months of the Closing, vesting and determination of level of vacation, other paid time off the Buyer or its Subsidiaries shall pay the terminated Salaried Employee severance benefits and as may otherwise no less than those provided under the Termination Allowance Plan in effect on the date of this Agreement, provided, however, that such severance benefits shall only be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or payable to the extent that such recognition benefits would result in duplication have been payable under such Termination Allowance Plan. After a three month period subsequent to the Closing, a Salaried Employee who is terminated shall be entitled to severance benefits not less than those provided to employees of benefits)the Buyer or its Subsidiaries with like job status and service. (dc) As of the Closing Date, Seller shall cause each Transferred Employee Except as provided in subsection (b) to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.this

Employees and Employee Benefit Plans. (a) Buyer All employees of the Company or the Bank as of the Effective Time (collectively, "Company Employees") shall (ibecome employees of the Holding Company or a Holding Company Subsidiary as of the Effective Time, provided that, other than as provided by Section 5.11(g) with respect hereof, the Holding Company or a Holding Company Subsidiary shall have no obligation to employees employed by the Acquired Subsidiaries, continue the employment of any such person and nothing contained in this Agreement shall give any employee of the individuals listed as “Holding Company or a Holding Company Subsidiary a right to continuing employees” on Schedule 8.4(Aemployment with the Holding Company or a Holding Company Subsidiary after the Effective Time. To the extent that the Holding Company or a Holding Company Subsidiary terminates the employment of any Company Employee (other than those employees who receive payments pursuant to Section 5.11(d) as of immediately hereof), other than for cause, within six months following the Closing Effective Time, the Holding Company shall, or shall cause a Holding Company Subsidiary to, provide severance benefits in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the “Effective Time) multiplied by the total number of whole years of such employee's employment with a minimum of four weeks severance pay and a maximum of 26 weeks of severance pay. (b) Each Company Employee who remains employed by the Holding Company or a Holding Company Subsidiary following the Effective Time (each, a "Continuing Employees”)Employee") shall be entitled to participate in (i) such of the employee benefit plans, deferred compensation arrangements, bonus or incentive plans and other compensation and benefit plans that the Holding Company or a Holding Company Subsidiary may continue for the benefit of Continuing Employees following the Effective Time and (ii) whatever employee benefit plans and other compensation and benefit plans (other than any stock option or restricted stock grant plan implemented by the Holding Company) that the Holding Company or a Holding Company Subsidiary may maintain for the benefit of its similarly situated employees on an equitably equivalent basis, if such Continuing Employee is not otherwise then participating in a similar plan described in Section 5.11(c) hereof. The parties hereto acknowledge that Continuing Employees shall be eligible to participate in the stock option plan implemented by the Holding Company subsequent to the Effective Time ("New Option Plan") (subject to receipt of necessary corporate, regulatory and stockholder approval) based upon the same criteria as other employees of Peoples or the Holding Company and the level of grants shall give due regard to, among other factors, relative levels of title, duties, salary and other compensation and benefits. (i) At the Effective Time, the Holding Company or a Holding Company Subsidiary shall become the plan sponsor of each Company Employee Plan in effect prior to such time. The Company agrees to take or cause to be taken such actions as the Holding Company or a Holding Company Subsidiary may reasonably request to give effect to such assumption. The Holding Company or a Holding Company Subsidiary shall have the right and power at any time following the Effective Time to amend or terminate or cease benefit accruals under any Company Employee Plan or cause it to be merged with or its assets and liabilities to be transferred to a similar plan maintained by it. (ii) For purposes of its employee benefit plans, the Holding Company and a Holding Company Subsidiary shall treat Continuing Employees as new employees, but shall amend its plans to provide credit for purposes of vesting and eligibility to participate, for each Continuing Employee's service with the Company and the Bank to the extent that such service was recognized for similar purposes under the Company Employee Plans immediately prior to the Effective Time. Continuing Employees and their covered dependents will not be deprived of any partial or complete coverage under any employee plan of the Holding Company or a Holding Company Subsidiary (which provides the type of benefits similar to benefits under any Company Employee Plan) because of any waiting period or pre-existing condition or previous medical treatments, except to the extent that such pre-existing condition or previous medical treatments were excluded from coverage under a Company Employee Plan, in which case this Section 5.11(c)(ii) shall not require coverage for such pre-existing condition or previous medical treatments. To the extent that the initial period of coverage for Continuing Employees under any employee benefit plan of the Holding Company or a Holding Company Subsidiary that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA overlaps with the 12 months coverage period of an applicable Company Employee Plan, Continuing Employees shall be given credit during the initial period of coverage for any deductibles and coinsurance payments made by Continuing Employees under any Company Employee Plan during any partial period. (d) At the Effective Time, the employment agreements between the Company and the three executives listed on Disclosure Schedule 5.11(d) hereto shall be cancelled in consideration of the execution of new employment agreements between each of such executives and Peoples and/or the Holding Company. (e) In the sole discretion of the Holding Company or a Holding Company Subsidiary, as applicable, payments made by it in satisfaction of obligations of the Company or the Bank under any Company Employee Plan shall be subject to the recipient's delivery to the Holding Company or a Holding Company Subsidiary, as applicable, of (i) a written acknowledgement signed by such recipient that the payment or payments to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of the Company, the Bank, the Holding Company or any Holding Company Subsidiary, and each of their respective affiliates, directors, officers, employees and agents, and (ii) with respect to employees employed a release by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as such recipient of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if all such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement parties from further liability in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service connection with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred particular Company Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing DatePlan. (f) Seller The Company's Employee Stock Ownership Plan (the "Company ESOP") shall be solely responsible for offering continuation coverage terminated effective one day prior to Transferred Employeesthe Effective Time. As soon as practicable after the Effective Time (but not prior to the publication of financial results covering at least 30 days of combined operations after the Merger), the trustees of the Company ESOP shall, if necessary, convert to cash a portion of the Holding Company Common Stock received by the Company ESOP in the Merger with respect to unallocated Company Common Stock in order to repay the entire outstanding balance of the Company ESOP loan in accordance with ERISA, the rules and regulations promulgated thereunder, the Code, the rules, regulations promulgated thereunder, and any precedential rulings issued by the Internal Revenue Service ("IRS"). As soon as practicable after the retirement of the Company ESOP loan (but not later than 90 days after the publication of financial results covering at least 30 days of combined operations after the Merger), the trustees of the Company ESOP shall allocate the remaining Holding Company Common Stock and cash received by the Company ESOP in the Merger with respect to unallocated shares of Company Common Stock to the accounts of all Company ESOP participants (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balance of such participants and beneficiaries as they existed as of the Effective Time (and, if required, to the extent requiredaccounts of former participants or their beneficiaries) as investment earnings of the Company ESOP except as restricted by applicable law. The Company and/or Peoples and the Holding Company shall exercise best efforts to implement procedures that will assure the full allocation of the remaining suspense account to such participants or their beneficiaries. Upon the election of any participant, pursuant his or her benefit that constitutes an "eligible rollover distribution" (as defined in Section 402(f)(2)(A) of the Code) under the Company ESOP may (i) in the sole discretion of Peoples and the Holding Company, be rolled over to any qualified Peoples or Holding Company (or any Subsidiary thereof) benefit plan, other than an employee stock ownership plan of the Holding Company or Peoples, or (ii) be rolled over to any individual retirement account and, provided further, that any such distribution shall not occur until receipt of a favorable termination ruling from the IRS. The foregoing actions relating to termination of the Company ESOP will be adopted conditioned upon the consummation of the Merger and upon receiving (i) a favorable determination letter from the IRS with regard to the Consolidated Omnibus Budget Reconciliation Act continued qualification of 1985the Company ESOP after any required amendments necessary to implement the actions thereof set forth above and (ii) the receipt of a favorable termination letter as to the termination of the Company ESOP. The Company, the Bank, and the Holding Company will cooperate in submitting appropriate requests for any such determination and termination letters to the IRS and will use their best efforts to seek the issuance of such letters as amendedsoon as practicable following the date hereof. The Company and the Holding Company will adopt such additional amendments to the Company ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or would result in a material adverse change in the business, operations, assets, financial condition or prospects of the Company or the Bank or result in an additional material liability to the Holding Company or Peoples. (g) Following As of the ClosingEffective Time, Seller will retain (i) all liabilities the Holding Company and/or Peoples shall offer employment to Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether Xxxxxx X'Xxxxx pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect terms of employment prior agreements to Closingbe reasonably agreed upon. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect offer employment to employees employed by the Acquired Subsidiaries, continue the employment each of the individuals listed as “continuing employees” on Schedule 8.4(A) as employees of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than those covered by the Acquired Subsidiaries)Employment Agreements) who are actively at work or on an approved vacation or leave of absence on the Closing Date effective on the Closing Date. The Seller shall use its reasonable efforts to encourage each of its employees to accept Buyer's offer of employment, offerand shall terminate each of the employees of the Seller, or cause Buyer’s Affiliates to offer, employment effective as of the Closing Date. Each such employee shall be deemed to have accepted the offer of employment with Buyer by reporting to work on the Closing Date to each other Business Employee listed on Schedule 8.4(A)or, but only if such Business Employee is actively employed (including employees employee was on vacationan approved vacation or leave of absence on such date, holiday, jury duty by reporting to work on the first scheduled work day following the expiration of such vacation or other similar absence) leave. Buyer's initial offer of employment shall be on terms and conditions substantially equal to those provided by Seller immediately prior to the Closing Date. Buyer also shallshall provide its employees with welfare benefits similar to the welfare benefits Seller's employees are currently receiving. Notwithstanding the foregoing, this Section 8.3 shall not be construed to confer upon any person other than the parties hereto any rights or remedies hereunder and shall not be construed to limit Buyer's ability to promote, demote, terminate and otherwise manage its employees, or shall cause to amend or terminate its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months employee benefit plans or adjust its employee compensation arrangements after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer willshall not be liable, immediately following and Seller shall retain sole responsibility and liability, for (i) any claim made by or with respect to any employee of the Seller who resigns or is or was terminated by Seller prior to the Closing Date or is on a leave of absence from Seller and does not return to active service, (ii) any claim made by any employee or former employee of the Seller for severance pay or other post-termination benefits by reason of the transactions contemplated by this Agreement, (iii) all ERISA Benefit Plans maintained by Seller prior to the Closing Date; (iv) any claim made by or with respect to any employee or former employee of the Seller with respect to acts or omissions of Seller or any of its ERISA Benefit Plans prior to the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to including all claims incurred but not reported under such Transferred Employee immediately ERISA Benefit Plans prior to the Closing Date, or (v) any retroactive adjustment or payment which may be required under any insurance arrangement or contract relating to similarly situated employees of Buyer. (c) Effective such ERISA Benefit Plans which may be determined as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes . All of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and such liabilities shall be treated as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As part of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its AffiliatesExcluded Liabilities for all purposes hereunder. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect Within a reasonable period of time prior to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following The Sellers acknowledge that the Closing (Date, the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), Purchaser shall offer, or shall cause Buyer’s Affiliates the Company intends to cause Calpine Eastern to offer, employment (effective as of the Closing Date and contingent upon the occurrences of the Closing) to each other Business Employee all of the persons listed on Schedule 8.4(A6.5 attached hereto, each of whom are employed by the Company (each, a “Company Employee,” and collectively, the “Company Employees”) pursuant to offer letters which shall establish the terms of “at will” employment for the Company Employees. From and The Company shall terminate all employees within seven (7) Business Days after the Closing Date, neither. The Sellers shall use their best efforts to assist the Purchaser and/or Calpine Eastern in its efforts to employ the Company Employees. (b) Neither the Company nor the Purchaser (or any affiliate of the Company) shall be obligated to continue those employee benefit or fringe benefit plans, programs or policies previously maintained by the Company (except those that are obligatory under Law), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior shall offer to the Closing DateCompany Employees such programs and benefits as those offered to similarly situated employees of the Purchaser or Calpine Eastern, as the case may be. Buyer also shallContinued employment of any Company Employee hired by the Purchaser Calpine Eastern is not guaranteed and may be terminated by the Company Calpine Eastern at any time with or without cause, or shall cause its Affiliates to, offer subject to compliance with law and any severance arrangements then in effect. In the event that the Purchaser does not extend offers of employment to each Business Employee who is not actively employed immediately any existing employee of the Company, the Company shall terminate such employee on or prior to the Closing Date respect of the Company Employees hired by Calpine Eastern, the Purchaser shall cause Calpine Eastern to provide such newly hired Calpine Eastern employees with employee benefits consistent with the benefits provided to similar employees of Calpine Eastern and who is able to return to active employment within three months after recognize the Closing Date, or existing seniority of all such longer period during which newly hired employees for the Business Employee has a right purpose of revacation and short-instatement in accordance term disability plan and shall provide credit for all such newly hired employees service with applicable Requirements the Company under such vacation and short-term disability plan and arrangements for purposes of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees determining eligibility and vesting and the other Business Employees who accept an employment offer from Buyer or any rate of its Affiliates benefit accrual (but not actual benefit accrual) under such vacation and commence employment as short-term disability plan. In extending such benefits consistent with the benefits provided to similar employees of the Closing Date are referred Calpine Eastern, Purchaser shall cause Calpine Eastern to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least waive pre-existing conditions limitations in Calpine Eastern’s welfare benefit plans which might otherwise apply to the same base salary or base wage rate (as applicable) newly hired Calpine Eastern employees, their spouses and bonus opportunity, in dependents except to the aggregate, as Seller currently offers, extent such individuals have not satisfied such limitations under the current welfare benefit plans of the Company and (ii) employee benefits (with grant credit towards all annual deductibles and out-of-pocket maximums under Calpine Eastern’s welfare benefit plans for such amounts credited for all Company Employees, their prior service with Seller) spouses and dependents under the Company’s welfare benefit plans for the calendar year in which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyeroccurs. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or Notwithstanding anything herein to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Datecontrary, Seller Purchaser shall cause each Transferred Employee to be fully vested in his or her account provide continuing health coverage under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”) to all (i) former employees of the Company (including any predecessor company) and their spouses and dependents to the extent such employees are not hired by Calpine Eastern and (ii) current employees of the Company who are terminated by Purchaser after the Closing and their spouses and dependents. In connection with the foregoing obligations, Purchaser shall be solely responsible for providing all requisite notices and elections. (gd) Following In connection with the Closingtermination of the Company’s 401(k) plan as provided in Section 6.7, Seller will retain (i) all liabilities and obligations under Purchaser shall permit each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider Company Employee who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to terminated by the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider Company immediately after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee roll all or any other current portion of his or former employee her distribution from the Company’s (401(k) plan to Purchaser’s qualified defined contribution plan pursuant to the provisions of Internal Revenue Code Section 401(a)(31) and, as part of such rollover, Purchaser shall permit the transfer of the Businesspromissory note(s) associated with any outstanding loan(s) from the Company Employee’s account under the Company’s 401(k) plan.

Employees and Employee Benefit Plans. (a) Prior to Closing, Seller shall provide Buyer shall (i) with respect to a list of all current employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller who are solely or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which predominantly engaged in the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectivelywhich shall include all employees who are on annual leave, “Inactive Business Employees”)long service leave, in each case promptly upon his or her return from any sick leave, maternity leave or other absence. The Continuing Employees are absent from work and the other Business Employees who accept an employment offer from Buyer entitled to reinstatement or reemployment under any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred applicable statute, contract or policy ("Seller Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates"). (b) The Seller and Buyer willshall cooperate to notify and consult Deemed Transferring Employees on or as soon as practicable after the date of this Agreement, immediately following but before Closing, on their transfer of employment under the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of BuyerEmployment Act. (c) Effective On or as soon as practicable after the date of the Closing Datethis Agreement, but before Closing, Buyer will recognize must send to each Transferred Employee’s prior Seller Employee except the Deemed Transferring Employees a letter in a form agreed with Seller offering to employ the Seller Employee with effect from Closing. Each offer must be for employment on substantially the same terms and conditions under which the Seller Employee is employed by Seller immediately before Closing (including, but not limited to, those relating to retrenchment and redundancy (in each case taking into account length of service with Seller and superannuation)) and without loss of continuity of employment for the purpose of all employee entitlements except where the Seller for purposes of eligibility Employee is legally entitled to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits)fact demands payment in cash on transfer. (d) As Each party must use its best endeavours to encourage all of the Closing Date, Seller shall cause each Transferred Employee Employees to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliatesaccept the offer so made. (e) Buyer and Seller shall cooperate to transition and rollover all vacation On or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after Closing, Seller must: (i) release all Seller Employees accepting the offer of employment from Buyer under Section 9.2(c), that release to take effect as at the Closing Date, ; and (ii) pay the Transferring Employees all Employment Benefits (other than Employee Leave Benefits) due to the extent required or accrued by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused them as of at the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Effective immediately after the Closing, Buyer shall make an offer of employment to each of the employees of Seller listed on Schedule 8.3 (the “Transferring Employees”), which offer shall be conditioned upon, among other things, the execution of any agreements which Buyer requires of new employees as a condition of employment, including any confidentiality, non-competition, non-solicitation, intellectual property or other similar agreement. Seller shall use its commercially reasonable efforts to cause all of the Transferring Employees to become employees of Buyer on the Closing Date. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer, Transferring Employees who (i) become employees of Buyer and actually perform services for Buyer on the Closing Date or (ii) are on an approved paid leave of absence with respect Seller as of the Closing Date but commence active employment with Buyer or one of its Affiliates within twenty-six (26) weeks after the Closing Date shall receive service credit for service with Seller to employees employed by the Acquired Subsidiariessame extent such credit was granted under Seller’s comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue the employment of any employee for any period following the individuals listed as “continuing employees” on Schedule 8.4(AClosing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such plans, at any time. (b) To the extent permitted therein, all Transferring Employees who are eligible to participate in Buyer’s employee benefit plans as of the Closing Date, taking into account any service credited pursuant to Section 8.3(a), shall commence such participation on the first day of the calendar month immediately following the Closing Date. Seller will continue the following health and welfare plan coverage through the last day of the calendar month in which the Closing Date occurs: Medical, Dental, Prescription Drug, Vision, Health Care Reimbursement Account, Dependent Day Care Reimbursement Account, Employee Life, Dependent Life, and AD&D. Coverage under the Short Term Disability, Basic and Supplemental Long Term Disability plans will terminate on the employee’s last day of active employment with Seller. To the extent permitted by Buyer’s medical plans, each Transferring Employee shall receive credit under such plans for all amounts paid during the current calendar year under Seller’s medical plans toward applicable deductible amounts and out-of-pocket maximums, provided that Buyer receives from the Transferring Employee all data required by Buyer as evidence of such paid amounts. (c) With respect to each Transferring Employee, Seller shall retain the “Continuing Employees”obligation and liability for any workers’ compensation or similar workers’ protection claims with respect to any such individual, whether incurred prior to, on or after the Closing Date which are the result of an injury or illness originating prior to the Closing Date. Seller shall retain, pay, perform and discharge, and Buyer shall not assume or be obligated to pay, perform or discharge, any liability or obligation under any employee benefit plan of either Seller or its Affiliates. Without limiting the foregoing, Seller shall honor all commitments made by Seller or any of its Affiliates to Transferring Employees with respect to (i) tuition assistance for any semester that has begun prior to the Closing Date (provided that the Transferring Employees meet the Educational Assistance Program guidelines, including without limitation submission dates and grades), and (ii) adoption assistance applied for prior to the Closing Date (provided that the Transferring Employees meet the Adoption Assistance Program Guidelines, including without limitation the requirement that the child be placed in the Transferring Employee’s home prior to the Closing Date). (d) Subject to requirements of applicable law, Seller shall provide Buyer the most recent annual performance review and performance rating for each Transferring Employee, and available records related to any active FMLA leave request, including each Transferring Employee’s FMLA eligibility and hours available for use. (e) Buyer shall have no liabilities: (i) related to the employees of Seller who do not become Transferring Employees; (ii) related to Transferring Employees to the extent such liability arises from any action, event or course of conduct prior to the date such Transferring Employee is hired by Buyer; or (iii) to the extent such liability arises under or relates to any Seller Plan. (f) Buyer shall not have responsibility for any severance or termination pay obligations and damages for wrongful dismissal, including, without limitation, obligations arising under the common law, incurred with respect to employees employed any period of employment prior to the Closing Date or with respect to any termination of employment by or with Seller. Seller shall be solely responsible for any fees or its Affiliates other obligations under any agreement between Seller and any temporary employment agency. Buyer shall be solely responsible for entering into a separate contract with any temporary employment agency if Buyer determines that such contract services are desirable after the Closing. (other g) Seller shall be responsible for satisfying the “continuation coverage” requirements under Section 4980B of the Code, Part 6 of Title I of ERISA and any applicable comparable state law (“COBRA Coverage”) with respect to each Transferring Employee, each employee of Seller who does not become a Transferring Employee (and any dependent) and each former employee of Seller (and any dependent) who is entitled to COBRA Coverage. (h) Seller shall pay or cause to be paid from funds provided by it to each Transferring Employee, not later than the Acquired Subsidiaries)next regular payroll date following the Closing Date, offer, any salary or wages which shall have accrued as of the Closing Date with respect to such employee. Seller shall pay or cause Buyer’s Affiliates to offer, employment be paid from funds provided by it to each Transferring Employee any bonus compensation accrued as of the Closing Date to each which such employee may be entitled as a result of his or her participation in a bonus plan of Seller or its Affiliates, in accordance with the terms and conditions of such plan (except that it shall not be a condition to such payment, or the accrual of the amount payable, that such employee remain an employee of Seller or its Affiliates after the Closing Date) and in the time frame normally called for by such plan. (i) Seller shall comply with all notice and other Business Employee listed requirements under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any regulations promulgated thereunder, and any similar laws with respect to actions taken by Seller or its Affiliates on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shallIn the event that, or shall cause its Affiliates toprior to the Closing Date, offer there is any employee employed by Seller with respect to the Business whose employment to each Business Employee is terminated, whose work hours are reduced, who is not actively employed laid off or who otherwise experiences an “employment loss,” within the meaning of the WARN Act (each, an “Affected Employee”), Seller shall promptly notify Buyer of (i) each Affected Employee’s name, site of employment, date of employment loss and nature of employment loss and (ii) the total number of employees at each site of employment listed in response to clause (i) immediately prior to the Closing Date and who is able to return to active employment within three months after ninety (90) day period ending on the Closing Date. Seller shall provide such additional information, which shall be true and accurate in all respects, that is reasonably requested by Buyer with respect to current and former employees employed by Seller with respect to the Business, and shall, at Buyer’s request and in the manner reasonably directed by Buyer, provide, or such longer period during which assist Buyer in providing, notice to some or all employees employed by Seller with respect to the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws the WARN Act. (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees j) Seller and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”shall waive any non-competition, non-solicitation, confidentiality and any Inactive Business Employee shall be treated as a other restrictions that would otherwise limit the scope of any Transferred Employee upon his or her return to, or commencement of, active employment with Employee’s services to Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, Affiliates with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to ClosingConferencing Services. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to The employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) Company and its Subsidiaries as of immediately following the Closing (the “Continuing "Affected Employees”)") shall remain employees of the Company and its Subsidiaries immediately following the Closing; provided, that nothing in this Agreement shall limit or affect Purchaser's right to terminate the employment of any such Affected Employee at any time following the Closing. Honeywell and (ii) with respect to employees employed by Seller or its Affiliates (other than shall also agree to allow for the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as transfer of any of the Closing Date to each other Business Employee employees listed on Schedule 8.4(A)5.10(a) of the Disclosure Schedule to the Company and its Subsidiaries, but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing DateClosing, at Purchaser's option, subject to the continued recognition of any related severance obligations and consent of any such employee. Buyer also shallPurchaser acknowledges and agrees that Company and its Subsidiaries shall be solely responsible for all Liabilities arising out of or related to any Plan (including Liabilities attributable to periods prior to Closing). The foregoing, however, shall not limit Purchaser's rights under Article IX for breaches of representations, warranties, covenants and agreements. (b) For a period of not less than twelve (12) months following the Effective Time, Purchaser shall provide, or shall cause its Affiliates toor the Company and its Subsidiaries, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) , to provide, compensation and bonus opportunity, in the aggregate, as Seller currently offers, health and (ii) employee welfare and defined contribution plan benefits (with credit for their prior service with Seller) which that are in the aggregate substantially comparable in the aggregate to those made available either the compensation and health and welfare and defined contribution plan benefits provided to such Transferred Employee the Affected Employees immediately prior to the Closing Closing. Purchaser or its Affiliates shall comply (or shall cause the Company and its Subsidiaries to similarly situated employees comply) with the terms of Buyerall Plans in effect immediately prior to the Effective Time, subject to any reserved right to amend or terminate any Plan; provided, however, that no such amendment or termination may be inconsistent with Purchaser’s obligations pursuant to this Section 5.10. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior Affected Employees shall be given credit for all service with the Seller Company and its Subsidiaries (or service credited by the Company or its Subsidiaries, if greater) under all employee benefit plans and arrangements currently maintained or established in the future by Purchaser, its Affiliates, the Company or any of its Subsidiaries in which they are or become participants for purposes of eligibility to participateparticipation, vesting eligibility, vesting, and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension planplan or any plan providing post-retirement medical, dental or to the extent that such recognition prescription drug benefits or as would otherwise result in duplication of benefits). Purchaser, its Affiliates, the Company and its Subsidiaries shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any welfare benefit plans of Purchaser, its Affiliates, the Company and its Subsidiaries to be waived with respect to Affected Employees and their eligible dependents to the extent waived under the corresponding Company Employee Benefit Plan in which the applicable Affected Employee participated prior to the Effective Time (to the extent permitted by the applicable welfare plans and as required by applicable Law). (d) As of No later than five (5) business days prior to the Closing Date, Seller Honeywell shall cause each Transferred Employee provide Purchaser with a list setting forth the number of employees terminated or to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or terminated from each site of employment of the Company and of each of its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of Subsidiaries during the 90-day period ending on the Closing Date for reasons qualifying the termination as "employment losses" under the WARN Act and the date of each Transferred Employee to the extent consistent such termination with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay respect to each Transferred Employee all of such Transferred Employee’s vacation or paid time termination; provided, that is accrued but unused as of the Closing Date. (f) Seller this sentence shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, not apply with respect to any current or former employee or service provider who is not, or does site of employment at which sufficient employees have not become, a Transferred Employee, and (iii) all liabilities and obligations with respect been employed at any time in such 90-day period for terminations of employment at such site to any Transferred Employee relating be subject to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to ClosingWARN Act. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.

Employees and Employee Benefit Plans. (a) Subject to the obligations of Buyer which arise under the Collective Bargaining Agreements, Buyer shall offer employment (iat the base compensation and wage levels as Buyer shall determine) with respect to employees employed by the Acquired Subsidiaries, continue the employment each of the individuals listed as “continuing employees” on Schedule 8.4(A) as employees of immediately following the Closing (the “Continuing Employees”)filter division of Facet and of PPAFC, and (ii) with respect to employees who is actively employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed (the "Filter Division Employees"). Each of the employees of the Transferred Subsidiaries on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active shall continue in the employment within three months after of the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absenceTransferred Subsidiary. The Continuing Employees and the other Business Those Filter Division Employees who accept an Buyer's offer of employment offer from Buyer or any and employees of its Affiliates and commence employment the Transferred Subsidiaries as of the Closing Date are referred to collectively herein as the “"Transferred Employees”." Notwithstanding anything herein to the contrary, and nothing in this Agreement shall create any Inactive Business Employee shall be treated as a Transferred Employee upon obligation (i) such individual is released by his or her physician to return to, or commencement of, to active employment; (ii) such individual actually returns to active employment with immediately upon such release and (iii) such release is prior to such individual's becoming eligible for long-term disability benefits under Seller's long-term disability program, provided, however, that no individual shall be offered employment under this provision after six months following the Closing or any applicable period as required by law, if longer. Any employee who accepts Buyer's offer of employment pursuant to the immediately preceding sentence shall not become an employee of the Buyer or its Affiliatesuntil such employee actually returns to active employment. (b) The Buyer willhereby agrees that, immediately at all times during the one (1) year period following the Closing DateDate (the "Benefit Continuation Period"), the Buyer shall take such action as may be necessary to maintain and provide each Transferred Employee with (i) at least for the same base salary or base wage rate (as applicable) United States and bonus opportunityforeign employees of the Filter Business, in the aggregatebenefits under personnel practices, as Seller currently offers, employee welfare plans and (ii) employee benefits (with credit for their prior service with Seller) pension plans which are in the aggregate substantially are reasonably comparable to the employee welfare plans, the employee pension plans and the foreign benefit plans, as applicable which were provided to such employees of the Filter Business on the Closing Date as more particularly set forth in Schedule 4.17(a) and Schedule 4.17(b) attached hereto, including, without limitation, certain supplementary pension policies for employees of Facet UK, provided, that Buyer shall have the aggregate right to those made available make any amendment to or adjustment in any such employee benefits as may be necessary, in Buyer's judgment, either to such Transferred Employee immediately prior be in accord with any existing employee welfare plan or employee pension plan that may be applicable to other employees of the Closing Buyer or to similarly situated employees of Buyercomply with any applicable law. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for shall credit Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals with any amounts paid under any defined benefit pension plan, or Seller's Plans prior to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements toward satisfaction of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements deductible amounts and copayment minimums under the corresponding welfare plans of Laws and Buyer, but only to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. (f) Seller shall payments would be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.taken into

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates an Affiliate of Buyer to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after effective on the Closing Date, or such longer period during which the Business Employee has a right of reto all Employees, including Employees who are absent due to vacation, family leave, short-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave term disability or other absence. The Continuing Employees and approved leave of absence (the other Business Employees who accept an such employment offer from Buyer or any of its Affiliates and commence employment as of on the Closing Date are referred to collectively herein as Date, the “"Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates"). (b) During the period commencing at the Closing, Buyer willshall, immediately following the Closing Dateor shall cause an Affiliate of Buyer to, provide each Transferred Employee with with: (i) at least the same base salary or hourly wages which are no less than the base wage rate (as applicable) and bonus opportunity, in salary or hourly wages provided by Seller immediately prior to the aggregate, as Seller currently offers, and Closing; (ii) employee benefits target bonus opportunities (with credit for their prior service with Seller) excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by Seller immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate substantially comparable than those provided by Seller immediately prior to the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in the aggregate to those made available either to effect for such Transferred Employee immediately prior to the Closing or to similarly situated employees of BuyerClosing. (c) Effective With respect to any employee benefit plan maintained by Buyer or an Affiliate of Buyer (collectively, "Buyer Benefit Plans") for the benefit of any Transferred Employees will participate effective as of the Closing DateClosing, Buyer will shall, or shall cause it Affiliates to, recognize each Transferred Employee’s prior all service with of the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but with Seller or any of its Affiliates, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not for other purposes, including benefit accruals under any defined benefit pension plan, or be recognized to the extent that (x) such recognition would result in a duplication of benefits)benefits or (y) such service was not recognized under the corresponding Benefit Plan. (d) As Effective as of the Closing, the Transferred Employees shall cease active participation in the Benefit Plans. Seller shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Employees prior to the Closing Date. For purposes of this Agreement, Seller the following claims shall cause each Transferred Employee be deemed to be fully vested incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers' compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliateswhich the applicable Employee participates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation intend that the transactions contemplated by this Agreement should not constitute a separation, termination or paid time off severance of employment of any Employee who accepts an employment offer by Buyer that is accrued but unused as consistent with the requirements of Section 6.04(a), including for purposes of any Benefit Plan that provides for separation, termination or severance benefits, and that each such Employee will have continuous employment immediately before and immediately after the Closing Date for each Closing. Buyer shall be liable and hold the Seller harmless for: (i) any statutory, common law, contractual or other severance with respect to any Employee, other than an Employee who has received an offer of employment by Buyer on terms and conditions consistent with Section 6.04(a) hereof and declines such offer; and (ii) any claims relating to the employment of any Transferred Employee to arising in connection with or following the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing DateClosing. (f) Seller This Section 6.04 shall be binding upon and inure solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant benefit of each of the parties to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plansthis Agreement, and nothing in this Section 6.04, express or implied, shall confer upon any other employee Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, policy agreement or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities arrangement. The parties hereto acknowledge and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to agree that the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing terms set forth in this Section 8.4 6.04 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) not create any third-party rights under this Agreement for right in any Transferred Employee or any other current Person to any continued employment with Buyer or former employee any of the Businessits Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefit Plans. (a) Buyer All employees of the Company, the Bank or any other Company Subsidiary as of the Effective Time (collectively, "Company Employees") shall (ibecome employees of the Holding Company or a Holding Company Subsidiary as of the Effective Time, provided that, other than as provided by Section 5.11(g) with respect hereof, the Holding Company or a Holding Company Subsidiary shall have no obligation to employees employed by the Acquired Subsidiaries, continue the employment of any such person and nothing contained in this Agreement shall give any employee of the individuals listed as “Holding Company or a Holding Company Subsidiary a right to continuing employees” on Schedule 8.4(A) as employment with the Holding Company or a Holding Company Subsidiary after the Effective Time. To the extent that the Holding Company or a Holding Company Subsidiary terminates the employment of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates any Company Employee (other than the Acquired Subsidiariesthose employees who receive payments pursuant to Section 5.11(d) hereof), offerother than for cause, or cause Buyer’s Affiliates to offerwithin six months following the Effective Time, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also Holding Company shall, or shall cause its Affiliates a Holding Company Subsidiary to, offer employment provide severance benefits in a cash amount equal to each Business Employee who is not actively employed such employee's regular salary for a one-week period (as in effect immediately prior to the Closing Date and who is able Effective Time) multiplied by the total number of whole years of such employee's employment (up to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right maximum of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”)10 years or, in each the case promptly upon his of any Bank officer at or her return from any leave or other absence. The Continuing Employees and above the other Business Employees who accept an employment offer from Buyer or any level of its Affiliates and commence employment Vice-President as of the Closing Date are referred to collectively herein as date hereof, 20 years) at the “Transferred Employees”Company, the Bank and any Inactive Business other Company Subsidiary and Citizens, provided, however that in no event shall the Holding Company or a Holding Company Subsidiary have any obligation to provide severance benefits to any Company Employee shall be treated as a Transferred Employee upon his whose termination of employment occurs due to resignation or her return to, discharge for cause or commencement of, active employment who is entitled to severance benefits or the equivalent thereof under the terms of an individual contract with Buyer the Company or its Affiliatesthe Bank. (b) Buyer willWith the exception of those individuals who are expected to enter into new employment agreements pursuant to Section 5.11(g) hereof, immediately each Company Employee who remains employed by the Holding Company or a Holding Company Subsidiary following the Closing DateEffective Time (each, provide each Transferred Employee with a "Continuing Employee") shall be entitled to participate in (i) at least such of the same base salary employee benefit plans, deferred compensation arrangements, bonus or base wage rate (as applicable) incentive plans and bonus opportunity, in other compensation and benefit plans that the aggregate, as Seller currently offers, Holding Company or a Holding Company Subsidiary may continue for the benefit of Continuing Employees following the Effective Time and (ii) whatever employee benefits benefit plans and other compensation and benefit plans (with credit other than any stock option or restricted stock grant plan implemented by the Holding Company) that the Holding Company or a Holding Company Subsidiary may maintain for their prior service with Sellerthe benefit of its similarly situated employees on an equitably equivalent basis, if such Continuing Employee is not otherwise then participating in a similar plan described in Section 5.11(c) which are hereof. The parties hereto acknowledge that Continuing Employees shall be eligible to participate in the stock option plan implemented by the Holding Company within one year subsequent to the Effective Time ("New Option Plan") (subject to receipt of necessary corporate, regulatory and stockholder approval) based upon the same criteria as other employees of Citizens or the Holding Company and the level of grants shall give due regard to, among other factors, relative levels of title, duties, salary and other compensation and benefits. Notwithstanding the foregoing, the parties hereto agree that an aggregate substantially comparable in of options to acquire not less than 75,000 shares of Holding Company Common Stock shall be made available under the aggregate New Option Plan for awards to be made, subject to the plan terms and conditions, to those individuals Previously Disclosed. The awards to be made available either under the New Option Plan pursuant to such Transferred Employee the immediately preceding sentence shall be made by the New Option Plan Committee after giving consideration to the recommendation of a committee of not less than three directors of the Company selected by the Board of Directors of the Company immediately prior to the Closing or Effective Time in order to similarly situated employees of Buyerimplement the provisions hereof (the "Suburb Fed Stock Option Advisory Committee"). (ci) At the Effective Time, the Holding Company or a Holding Company Subsidiary shall become the plan sponsor of each Company Employee Plan prior to such time. The Company agrees to take or cause to be taken such actions as the Holding Company or a Holding Company Subsidiary may reasonably request to give effect to such assumption. The Holding Company or a Holding Company Subsidiary shall have the right and power at any time following the Effective Time to amend or terminate or cease benefit accruals under any Company Employee Plan or cause it to be merged with or its assets and liabilities to be transferred to a similar plan maintained by it. (ii) For purposes of its employee benefit plans, the Closing DateHolding Company and a Holding Company Subsidiary shall treat Continuing Employees as new employees, Buyer will recognize each Transferred Employee’s prior service with the Seller but shall amend its plans to provide credit for purposes of vesting and eligibility to participate, vesting for each Continuing Employee's service with the Company, the Bank and determination any other Subsidiary of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or the Company to the extent that such recognition would result in duplication service was recognized for similar purposes under the Company Employee Plans immediately prior to the Effective Time. Continuing Employees and their covered dependents will not be deprived of benefits). (d) As any partial or complete coverage under any employee plan of the Closing Date, Seller shall cause each Transferred Employee Holding Company or a Holding Company Subsidiary (which provides the type of benefits similar to be fully vested in his or her account benefits under any 401(kCompany Employee Plan) because of any waiting period or similar U.S. retirement plan maintained by Seller pre-existing condition or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee previous medical treatments, except to the extent consistent with applicable Requirements of Lawsthat such pre-existing condition or previous medical treatments were excluded from coverage under a Company Employee Plan, including if required by obtaining a consent from in which case this Section 5.11(c)(ii) shall not require coverage for such Transferred Employee, and Buyer shall, pre-existing condition or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time offprevious medical treatments. As soon as administratively practicable after the Closing Date, to To the extent required by that the applicable Requirements initial period of Laws and to coverage for Continuing Employees under any employee benefit plan of the extent such vacation Holding Company or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time a Holding Company Subsidiary that is accrued but unused as of the Closing Date. (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other an "employee welfare benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii" as defined in Section 3(1) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation ERISA overlaps with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the 12 months coverage period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee of the Business.an applicable

Employees and Employee Benefit Plans. (a) Buyer Prior to the Effective Time, Seller shall (i) with respect to employees cause the employment of each person employed by the Acquired SubsidiariesCompany (each, continue a “Company Employee”) to be transferred to the employment Seller or an affiliate of Seller. Prior to the individuals listed Effective Time, Purchaser, Merger Sub and Seller shall enter into a services agreement, substantially in the form attached hereto as “continuing employees” on Schedule 8.4(AExhibit C, pursuant to which Seller shall cause each Company Employee designated by Purchaser to be available to provide services to Purchaser and/or Merger Sub for a period not to exceed sixty (60) as of immediately following the Closing days (such period, the “Continuing EmployeesTransition Services Period”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer willPrior to the expiration of the Transition Services Period, Purchaser shall inform Seller, in writing, which Company Employees, if any, it intends to make employment offers to be effective immediately following the Closing Dateexpiration to the Transition Services Period (the “Target Employees”); provided, provide however, that neither Purchaser nor Merger Sub shall have any obligation after the Transition Services Period to employ any Company Employee. Seller shall or shall cause any affiliate to terminate the employment of each Transferred Target Employee with (i) effect immediately following the expiration of the Transition Services Period. Neither Purchaser nor Merger Sub shall have any obligation, except as otherwise provided by Law, to provide any Company Employee it actually hires any particular compensation or benefit, including, but not limited to, any waivers of preexisting condition or credits for service. Notwithstanding any other provision of this Agreement to the contrary, the Seller shall assume any and all liabilities that result from the termination of employment of any Company Employee, including, without limitation, any Target Employee, which occurred at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately any time prior to the Closing or to similarly situated employees time which is immediately following the expiration of Buyerthe Transition Services Period. (c) Effective as of prior to the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility Company Employees shall cease to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result participate in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer all Company Plans and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary Company to, acknowledge, assume and continue take all actions such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after that on the Closing Date, the Company shall no longer be a participating or adopting employer in any Plan. Purchaser shall not assume any of the Plans by operation of law or otherwise and Seller shall retain all liabilities with respect to the extent required Plans and shall cause any Company Plan to be spun-off or assumed by Seller such that following the applicable Requirements of Laws and Closing, neither the Company nor Purchaser shall have any liability with respect thereto. Prior to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date. , Seller shall, or shall cause an affiliate to Seller to, assume any and all employment, severance, personal service, compensation, bonus, commission or any other similar plan, program or agreement in which the Company is a party and in which any Company Employee participates (f) Seller shall be solely responsible for offering continuation coverage to Transferred Employees, to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act “Compensation Arrangements”). As of 1985, as amended. (g) Following the Closing, Seller will retain (i) shall assume any and all liabilities and obligations under each Seller Plan other than relating to the Assumed Benefit Plans, Compensation Arrangements and any other employee benefit plansubsequent termination thereof. (d) On or following the Closing, programneither Purchaser, policy Merger Sub nor the Company shall have, retain or assume any obligation under any compensation arrangement maintained of the Company (or contributed to by Seller or its any of their current or former ERISA Affiliates), (ii) all other liabilities and obligations including including, without limitation, any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissionsseverance, vacation with payvacation, sick leave, fringe benefits, insurance plans, or sick day obligationspension or retirement benefits to any Company Employee or former Company Employee as may have existed on or prior to the Closing and Seller shall assume all of such liability. Seller shall retain the responsibility for payment of all medical, in each casedental, health and disability claims incurred by any Company Employee or former Company Employee on or prior to the expiration of the Transition Services Period, and neither the Company, Merger Sub nor the Purchaser shall assume any such liability with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, such claims. Seller shall also retain responsibility for payment of all accrued sick leave and (iii) vacation time of all liabilities and obligations Company Employees with respect to any Transferred Employee relating those amounts accrued on or prior to the period expiration of the Transition Services Period, and neither the Company, Merger Sub nor Purchaser shall assume any liability to with respect to such claims. Seller agrees to remain responsible for payment of all accrued benefits in accordance with the terms of the Plans. Any employee or qualified beneficiary who is covered, or who is eligible to elect to continue his or her coverage, as of, on or following the expiration of the Transition Services Period, under a Plan that constitutes a “group health plan” pursuant to the provisions of Part 6 of Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible to continue such coverage under Seller’s group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan prior to Closing including but not limited the end of the applicable coverage period. Seller agrees to indemnify and hold harmless the Company, Merger Sub and Purchaser from all losses incurred by the Company, Merger Sub and/or the Purchaser or the Company’s, Merger Sub’s or Purchaser’s “group health plan” resulting from any amounts claim for COBRA continuation coverage made by or benefits payable on behalf of any Company Employee or qualified beneficiary under any plan maintained by the Company, Merger Sub or Purchaser or their respective Affiliates except to the Transferred Employee extent that such employee is hired by the Company, Merger Sub or Purchaser and has become an active participant in respect the Company’s, Merger Sub’s or Purchaser’s “group health plan,” as applicable, following the expiration of employment prior to Closingthe Transition Services Period. (he) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or former employee As of the Businessexpiration of the Transition Services Period, all Company Employees shall be 100% vested in their account balances under any Seller Pension Plan.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect Subject to employees employed by the Acquired Subsidiariessucceeding provisions of this Section 6(e), the Buyer will cause the Targets to continue the in employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing Date (or, in the “Continuing Employees”case of an employee within clause (ii) of this sentence, immediately following the date of his or her commencement of or return to active employment), (i) each employee on the Targets' active payroll on the Closing Date and (ii) each employee of the Targets not on the Targets' active payroll on the Closing Date on account of an approved leave of absence, disability leave or layoff if such employee returns to active employment with respect the respective Target immediately upon the conclusion of any such leave or layoff, or within the period required by law or any applicable collective bargaining agreement (all employees continuing such employment being referred to employees employed by Seller or herein as "Continued Employees"). Such continued employment and the benefits to be provided to the Continued Employees shall recognize the date of hire and time of service with the respective Target and its Affiliates (other than and their respective predecessors) for all purposes except as otherwise expressly provided in this Section 6(e). Nothing contained in this (i) shall confer upon any Continued Employee the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates right to offer, continued employment as by the respective Target for any period of time after immediately after the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, date of commencement of or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Dateemployment, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in which is not otherwise required by law or the aggregate, as Seller currently offersterms of any applicable collective bargaining agreement. The Targets shall continue to be bound by, and the Buyer will cause the Targets to honor the terms of, each collective bargaining agreement which applies to the Continued Employees. The Buyer shall cause DFVC, at its sole expense, to provide each Continued Employee with any severance pay and benefits applicable to such Continued Employee pursuant to Exhibit B. (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes Continued Employees shall cease to be covered under the employee benefit plans of eligibility to participatethe Seller, vesting if any, and determination of level of vacationshall participate under the employee benefit plans, other paid time off programs and policies maintained or severance benefits and as may otherwise be required established by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including the respective Target. Each employee benefit accruals under any defined benefit pension plan, program or policy maintained or established by either Target with respect to any Continued Employees shall credit the extent that Continued Employees covered thereby for all purposes (unless such recognition crediting would result in a duplication of benefits)) with the service that was recognized immediately prior to the Closing Date under the comparable plan of the Seller or the comparable plan of the respective Target maintained immediately prior to the Closing and, with respect to each plan that is an Employee Welfare Benefit Plan, the Continued Employees shall be covered without regard to any waiting period or pre-existing condition restriction and shall receive credit for all deductibles, co-payments and other out-of-pocket expenses incurred under the Seller's plans during the portion of the applicable plan year that precedes the Closing Date. The Seller shall use its reasonable best efforts (i) to assign or otherwise transfer to DFVC any group policy or contract governing welfare benefits for the DFVC Continued Employees that is maintained on a stand-alone basis for such employees and (ii) if requested by the Buyer, in the case of a group policy or contract governing welfare benefits for DFVC Continued Employees and other employees of the Seller, to assign or otherwise transfer to DFVC the portion of the policy or contract covering the DFVC Continued Employees. (diii) As Effective as of the Closing Date, the Buyer shall cause DFVC to establish for the DFVC Continued Employees a defined contribution plan, or make the DFVC Continued Employees eligible for an existing defined contribution plan of the Buyer, that is qualified under Section 401(a) of the Code (the "DFVC Savings Plan"). Upon the Seller's receipt of evidence satisfactory to it relative to the establishment or the availability of the DFVC Savings Plan and that such Plan is qualified under Section 401(a) of the Code, the Seller shall cause each Transferred the trustee of the Seller's Savings Plan to transfer the account balances of the Continued Employees in the Seller's Savings Plan to the DFVC Savings Plan, including without limitation, any outstanding participant loans. (iv) Effective as of the Closing Date, the Continued Employees shall cease active participation in the Dean Xxxds Company Retirement Plan (the "Seller's Retirement Plan"). The Seller shall retain all assets of the Seller's Retirement Plan and the liabilities for benefits of the Continued Employees accrued through the Closing Date under the Seller's Retirement Plan. Each Continued Employee will be entitled to be fully vested in a distribution of his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is benefits accrued but unused as of the Closing Date for each Transferred Employee to under the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable Seller's Retirement Plan after the Closing Dateemployee, in addition to satisfying the extent required by otherwise applicable requirements for commencement of his or her benefits under the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all terms of such Transferred Employee’s vacation Plan, has retired or paid time that is accrued but unused as of the Closing Dateterminated from employment with DFVC. (fv) The Seller agrees that it shall be solely responsible for offering the provision of health care continuation coverage required pursuant to Transferred Employeesthe terms of COBRA for those former employees of DFVC whose entitlement to such continuation coverage occurred before the Closing Date. The Buyer shall cause DFVC, to the extent required, pursuant to offer "continuation coverage" under its group health plans to all Continued Employees and to comply with all notice and other requirements under COBRA or similar state statue so that the Seller shall have no liability or obligation under COBRA or a similar state statue to the Consolidated Omnibus Budget Reconciliation Act Continued Employees as a result of 1985, as amendedthe transactions contemplated by this Agreement. (gvi) Following the ClosingThe Buyer shall cause DFVC, Seller will retain (i) all liabilities and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements for a period of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, with respect to any current or former employee or service provider who is not, or does not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider 90 days after the Closing Date, not to cause any of the Continued Employees to suffer "employment loss" for purposes of the Worker Adjustment and Retraining Notification Act and related regulations (ii) be construed as requiring Buyer to retain any current employee of Seller or its Affiliates other than the Transferred Employees or (iii) "WARN Act"), if such employment loss could create any third-party rights under this Agreement liability for any Transferred Employee or any other current or former employee of the BusinessSeller.

Employees and Employee Benefit Plans. (a) Promptly after the Closing, Buyer shall make an offer of employment to each of the employees of Seller other than the employees listed on Schedule 7.4 (which offer shall (i) include base salary no less than the base salary currently being paid to such employee by Seller, as adjusted in accordance with Section 7.8 and (ii) in the case of employees with the title of Senior Engagement Manager or higher, be conditioned upon, among other things, the execution by such employee of a Confidential Information Agreement). Buyer shall not terminate any employee of Seller who becomes an employee of Buyer or its subsidiaries or other Affiliates for a period of six months after the Closing unless: (i) such termination is for Cause (as defined in the Employment Agreement entered into by such employee or, if no Employment Agreement has been entered into by such employee, as defined in the Noncompetition Agreement); (ii) Buyer obtains the prior written consent of Seller with respect to such termination; or (iii) Buyer pays such terminated employee an amount equal to the greater of his or her base salary as in effect immediately prior to the Closing or as in effect at the time of termination, for the period from the date of termination through the end of the sixth month following the Closing. With respect to each employee of Seller who does not become an employee of Buyer on the Closing Date (other than those listed on Schedule 7.4), Seller and the members of the board of directors of Seller shall encourage such employee to become an employee of Buyer promptly following the Closing Date. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer, employees employed by of Seller who become employees of Buyer and actually perform services for Buyer on the Acquired SubsidiariesClosing Date or within twelve (12) weeks immediately thereafter (the “Transferring Employees”) shall receive service credit for service with Buyer to the same extent such credit was granted under Seller’s comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue the employment of any employee for any period following the individuals listed as “continuing employees” Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such plans, at any time. (b) To the extent permitted therein, (i) all Transferring Employees and their eligible dependents shall be covered by Buyer’s medical, prescription drug, dental, vision, flexible spending (with respect to medical and/or dependent care expenses), life and accidental death and dismemberment plans on Schedule 8.4(A) as the first day of the calendar month immediately following the Closing (the “Continuing Employees”), Date; and (ii) Buyer shall use commercially reasonable efforts to cause to be waived any pre-existing conditions or other limitations and eligibility waiting periods under such plans with respect to employees employed by all Transferring Employees and their eligible dependents. Seller or its Affiliates (shall pay any premiums and take any other than actions necessary to continue coverage under Seller’s medical, prescription drug, dental, vision, life and accidental death and dismemberment plans for the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as Transferring Employees until and including the last day of the calendar month in which the Closing Date occurs. To the extent permitted by the applicable insurance contracts or plans, each Transferring Employee shall receive credit under Buyer’s medical, prescription drug, dental and vision plans for all amounts paid during the current calendar year under comparable plans maintained by Seller, including deductible amounts and coinsurance amounts. (c) With respect to each other Business Employee listed Transferring Employee, Seller shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims with respect to any such individual, whether incurred prior to, on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately after the Closing Date which are the result of an injury or illness originating prior to the Closing Date. Buyer also shallshall not assume or be obligated to pay, perform or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, discharge any liability or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals obligation under any defined employee benefit pension plan, or to the extent that such recognition would result in duplication plan of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (d) Seller shall transfer to Buyer on the Closing Date complete copies of the personnel records of Transferring Employees who have consented to such transfer of records. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee have no liabilities: (i) related to the extent consistent with applicable Requirements employees of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, Seller who do not become Transferring Employees; (ii) related to the extent required by the applicable Requirements of Laws and Transferring Employees to the extent such vacation liability arises from any action, event or paid time off is not otherwise transitioned or rolled over, Seller shall pay course of conduct prior to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Closing Date; or (iii) to the extent such liability arises under or relates to any employee benefit plan of Seller or any of its Affiliates. (f) Seller Buyer shall be solely responsible not have responsibility for offering continuation coverage any severance or termination pay obligations and damages for wrongful dismissal, including, without limitation, obligations arising under the common law, incurred with respect to Transferred Employees, any period of employment prior to the extent required, pursuant to the Consolidated Omnibus Budget Reconciliation Act Closing Date for employees of 1985, as amendedSeller or any of its Affiliates who do not become Transferring Employees. (g) Following Seller shall be responsible for satisfying “continuation coverage” requirements for all “group health plans” under Section 4980B of the ClosingCode, Seller will retain (i) all liabilities Part 6 of Title I of ERISA and obligations under each Seller Plan other than the Assumed Benefit Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each case, comparable state law with respect to any current or former each employee or service provider of Seller who is not, or does not becomebecome a Transferring Employee (and any spouse, a Transferred Employee, dependents or beneficiary of such employee) and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Date, (ii) be construed as requiring Buyer to retain any current each former employee of Seller whose employment terminated before the Closing Date and any spouse, dependents or its Affiliates other than the Transferred Employees or (iii) create any third-party rights under this Agreement for any Transferred Employee or any other current or beneficiary of such former employee (each such person entitled to “continuation coverage”, a “COBRA Beneficiary”). To satisfy this obligation, Seller shall use commercially reasonable efforts to continue to maintain in effect all “group health plans” that are in effect immediately prior to the Closing Date until such time as all rights to “continuation coverage” for all COBRA Beneficiaries have ended under all applicable laws; provided, that if Seller is unable, using commercially reasonable efforts, to continue such “group health plans” in effect for the entire period of time during which “continuation coverage” must be provided pursuant to applicable laws, Buyer shall provide such coverage under one or more of its “group health plans” for the Businessremainder of such period.

Employees and Employee Benefit Plans. (a) Buyer Schedule 8.1 lists the names of those employees who are assigned to and have performed all or substantially all of their services for the PGH Business (other than employees of Group Services, PDS, CDM and CA Benefits) (the "PGH BUSINESS EMPLOYEES"); provided, however, that PMH and PGH agree that such list shall be subject to approval in writing by GEFA by January 31, 2000. As of January 1, 2000, PMH or PGH, as appropriate, will transfer employment of the PGH Business Employees, other than in-house counsel, to the 128 136 appropriate PGH Subsidiary. PMH, PGH and their Affiliates agree that none of PMH, PGH or their Affiliates will make any representations to the PGH Business Employees regarding continued employment with PMH, PGH or their Affiliates after January 31, 2000. No later than January 31, 2000, GEFA shall identify and select in writing those employees of PGH Group Services, PDS, CDM and CA Benefits who will remain employed with such entities after the Second Closing Date (the "PGH SUBSIDIARY EMPLOYEES") and PMH and PGH agree to cause the termination, prior to the Second Closing Date, of the employment of those employees of PGH Group Services, PDS, CDM and CA Benefits who are not PGH Subsidiary Employees; provided, however, that GEFA and PGH agree to cooperate to their respective mutual satisfaction with respect to the future employment of such employees. GEFA agrees to offer employment to each PGH Business Employee and each PGH Subsidiary Employee who is receiving sick-leave or short-term disability program benefits or who is on an approved leave of absence on the Second Closing Date ("PGH INACTIVE EMPLOYEES") as of the date such PGH Inactive Employee is eligible to return to work; provided, however, that no individual who is on long-term disability on the Second Closing Date or who, after being on short-term disability on such date, becomes eligible for long-term disability during the six-month period commencing on such date, shall be offered employment under this provision nor shall any individual be offered employment under this provision after six months following the Second Closing Date or any applicable period required by Law, if longer. Each PGH Inactive Employee shall become or remain an employee of PMH or PGH as of the Second Closing Date until such Inactive Employee is offered employment by GEFA. The PGH Business Employees, the PGH Subsidiary Employees and those PGH Inactive Employee who are eligible hereunder for an offer of employment by GEFA shall be referred to herein as "PGH TRANSFERRED EMPLOYEES." GEFA agrees to continue to employ on the Second Closing Date the PGH 129 137 Transferred Employees at substantially the same salaries and wages as in effect for such employees immediately prior to the Second Closing Date; provided, however, that nothing in this Agreement shall create any obligation on the part of GEFA or any of its Affiliates to continue the employment of any PGH Transferred Employee following the Second Closing Date or limit in any way the right of GEFA after the Second Closing Date to terminate the employment of any PGH Transferred Employee, to change the salary or wages or to modify benefits or other terms of employment of the PGH Transferred Employees. (b) The parties agree that, subject to GEFA supplying PMH by January 31, 2000 with a list identifying the employees of PGH Group Services, PDS, CDM and CA Benefits who shall be offered employment on or after the Second Closing, PMH will timely give all notices as may be required under WARN or any similar state or local law (collectively, the "WARN OBLIGATIONS"). GEFA agrees to maintain, for a period of one year from the date of the Second Closing, the employment of at least 760 PGH Transferred Employees; provided that solely for the purposes of determining GEFA's compliance with its obligations under this sentence, GEFA shall be deemed to have maintained the employment of any PGH Transferred Employee who after the date of this Agreement (i) terminates his or her employment at his or her own option (including pursuant to an early-retirement package), (ii) is terminated for cause or (iii) is terminated in connection with the disposition of the fully-insured medical line of business of PAL. In addition, whether through retention of existing employees of the PGH Subsidiaries or the hiring of additional individuals, GEFA shall maintain, for a period of not more than one year from the date of the Second Closing, the total number of employees working in Connecticut for the group insurance operations of GEFA at not less than the total number of such existing employees of the PGH Subsidiaries on the date of this Agreement; provided that such number may be reduced by 130 138 the number of employees of the PGH Subsidiaries who were engaged primarily in the fully-insured medical line of business of PAL in the event of the disposition of such business. (c) With respect to the PGH Transferred Employees, the PGH Subsidiaries shall be responsible for all properly accrued but unused vacation and all properly accrued but unpaid salary, wages and bonuses (including incentives) as of the Second Closing Date. GEFA agrees to grandfather the vacation entitlements (i.e. the number of weeks' vacation per year for which an employee is eligible based on his length of service) attained as of the Second Closing Date by any PGH Transferred Employee under the PMH vacation policy while such entitlement is greater than such employee's vacation entitlement would be under the GEFA vacation policy in effect as of the Second Closing Date. (d) Effective as of the Second Closing Date, GEFA agrees to provide employee benefits to the PGH Transferred Employees that are substantially equivalent to the employee benefits currently available to the PGH Transferred Employees by PMH or PGH; provided, however, that with respect to benefits under any non-qualified deferred compensation plan or program currently available to any of the PGH Transferred Employees, such benefits shall be substantially equivalent to those benefits currently available to similarly situated employees of GEFA. Such benefits shall be provided under the terms of employee benefit plans sponsored or maintained by GEFA or its Affiliates ("GEFA'S PLANS"). If the PGH Transferred Employees are included in GEFA's Plans, such employees shall be given credit by GEFA for their years of service with PMH, PGH or any of their Affiliates for purposes of (i) eligibility, vesting and service requirements for early retirement and otherwise (but not benefit accruals) in all of GEFA's Plans that are made available to such employees following the Second Closing and (ii) calculating 131 139 the benefits to which they are entitled under the applicable severance and vacation policies of GEFA that are made available to such employees following the Second Closing. In addition, GEFA shall cause GEFA's Plans which are welfare benefit plans (within the meaning of Section 3(1) of ERISA) and which are made available to the PGH Transferred Employees following the Second Closing to waive any pre-existing condition limitations and give credit for any amounts paid under PMH's corresponding welfare benefit plans in the calendar year that contains the Second Closing Date for purposes of satisfying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of GEFA's welfare benefit plans. (e) PMH and PGH shall retain all liabilities, responsibilities and obligations (i) with respect to employees employed by the Acquired Subsidiariesany PGH Business Employee or PGH Subsidiary Employee who does not become a PGH Transferred Employee, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed any PGH Business Employee or any PGH Subsidiary Employee for the period on or prior to the Second Closing, and (iii) except for the CDM 401(k) Plan, with respect to any employee benefit plan (as defined in Section 3(3) of ERISA), any compensation policy or arrangement, any plan or, arrangement or obligation to provide medical or life insurance benefits upon retirement or following termination of employment, including section 4980B of the Code ("COBRA"), and any severance Plan of PMH, PGH or any of their Affiliates, including any plans covering the PGH Business Employees and the PGH Subsidiary Employees, and, except with respect to the CDM 401(k) Plan, GEFA shall not assume or adopt or become liable with respect to such employee plans, policies or arrangements, or assume any obligations under such plans, policies or arrangements. 132 140 (f) PMH and PGH shall be responsible for all deferred compensation due to the PGH Transferred Employees under PMH's or PGH's deferred compensation plans with respect to services rendered prior to the Second Closing Date by Seller any PGH Transferred Employee. (g) On the Second Closing Date, PMH or its Affiliates (PGH, as appropriate, shall fully vest each PGH Transferred Employee under the Phoenix Plans, other than the Acquired Subsidiaries)CDM 401(k) Plan, offerwith respect to his accrued benefit or account balance under the applicable plan. The PGH Subsidiaries shall cease to be participating employers in the Phoenix Plans, or cause Buyer’s Affiliates to offerother than the CDM 401(k) Plan, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Second Closing Date. Buyer also shallThe PGH Transferred Employees shall be entitled to receive distributions pursuant to the terms of such Phoenix Plans, other than the CDM 401(k) Plan, and the provisions of applicable Law except with respect to those PGH Transferred Employees with an account balance under the CDM 401(k) Plan, and shall further be entitled to rollover or shall cause its Affiliates to, offer employment directly transfer distributions to each Business one or more GELAAC Plans in which such PGH Transferred Employees are entitled to participate in accordance with Section 402(c) or 401(a)(31) within the meaning of Section 402(c)(4) of the Code to the extent such distributions qualify as eligible rollover distributions in any Phoenix Plan and as permitted under the terms of the applicable GELAAC Plan. With respect to any PGH Transferred Employee who is not actively employed immediately prior to has an outstanding loan balance under the Closing Date terms of the PHLMIC Savings and who is able to return to active employment within three months after Investment Plan as of the Second Closing Date, PMH and PGH shall permit each such PGH Transferred Employee to repay the outstanding loan balance over the remaining time period specified in the applicable promissory note and GEFA agrees that, to the extent practicable, it will collect such loan repayments from the wages of each affected PGH Transferred Employee as of each payroll period and remit the loan repayments to PMH or PGH or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectivelyother person assigned by PMH or PGH; provided, “Inactive Business Employees”)however, in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or 133 141 that neither GEFA nor any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his responsible or her return to, liable for the collection or commencement of, active employment with Buyer or its Affiliatespayment of such loan amounts. (bh) Buyer willWith respect to each PGH Business Employee and each PGH Subsidiary Employee, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary PMH or base wage rate (as applicable) and bonus opportunity, in the aggregatePGH, as Seller currently offersappropriate, shall retain the obligation and (ii) employee benefits (with credit liability for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately any workers' compensation or similar workers protection claims incurred on or prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for other purposes, including benefit accruals under any defined benefit pension plan, or to the extent that such recognition would result in duplication of benefits). (d) As of the Closing Date, Seller shall cause each Transferred Employee to be fully vested in his or her account under any 401(k) or similar U.S. retirement plan maintained by Seller or its Affiliates. (e) Buyer and Seller shall cooperate to transition and rollover all vacation or paid time off that is accrued but unused as of the Closing Date for each Transferred Employee to the extent consistent with applicable Requirements of Laws, including if required by obtaining a consent from such Transferred Employee, and Buyer shall, or shall cause the Acquired Subsidiary to, acknowledge, assume and continue all such transitioned and rolled over accrued vacation or paid time off. As soon as administratively practicable after the Closing Date, to the extent required by the applicable Requirements of Laws and to the extent such vacation or paid time off is not otherwise transitioned or rolled over, Seller shall pay to each Transferred Employee all of such Transferred Employee’s vacation or paid time that is accrued but unused as of the Second Closing Date. (fi) Seller shall be solely responsible GEFA agrees to indemnify PMH, PGH and their Affiliates and to defend and hold harmless PMH, PGH and their Affiliates from and against any and all Costs arising out of any claims by or in respect of any PGH Transferred Employee with respect to acts or omissions of GEFA after the Second Closing Date. PMH and PGH agree to indemnify GEFA and its Affiliates and to defend and hold GEFA and its Affiliates harmless from and against any and all Costs for offering continuation coverage to Transferred Employees, events occurring prior to the extent requiredSecond Closing Date arising out of the employment or termination of employment of the PGH Business Employees and the PGH Subsidiary Employees or under any of the Phoenix Plans, pursuant including but not limited to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (g) Following the Closing, Seller will retain (i) all liabilities and obligations any claims under each Seller Plan other than any of the Assumed Benefit Phoenix Plans, and any other employee benefit plan, program, policy or arrangement maintained or contributed including the CDM 401(k) Plan for periods prior to by Seller or its Affiliates, (ii) all other liabilities and obligations including any severance payments whether pursuant to Requirements of Law or contract, salary, wages, bonuses, commissions, vacation with pay, or sick day obligations, in each casethe Second Closing Date, with respect to any current of the obligations or former employee or service provider who is not, or does liabilities that GEFA has not become, a Transferred Employee, and (iii) all liabilities and obligations with respect to any Transferred Employee relating to the period prior to Closing including but not limited to any amounts or benefits payable to the Transferred Employee in respect of employment prior to Closing. (h) Nothing in this Section 8.4 shall (i) be construed as requiring the continued employment or engagement of any Transferred Employee or other service provider after the Closing Dateassumed, (ii) be construed any "employee pension plan" (within the meaning of Section 3(2) of ERISA) or any "group health plan" (within the meaning of Section 607 of ERISA) in respect of which the PGH Subsidiaries have any liability solely as requiring Buyer a result of being a member of a "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) prior to retain any current employee of Seller or its Affiliates other than the Transferred Employees or Second Closing Date which includes PMH and PGH or, (iii) any claims by or in respect of any PGH Business Employee or PGH Subsidiary Employee, including a PGH Transferred Employee (or such PGH Transferred Employee's successors or 134 142 assigns), arising out of, or in connection with, or otherwise relating to, any allegations of unlawful discrimination or sexual harassment that occurred on or prior to the Second Closing Date. Notwithstanding any other provision of this Agreement to the contrary, the indemnities provided for herein shall not be subject to the deductible and maximum liability contained in Section 10.2(b)(i), and all such indemnities shall survive until sixty days after the expiration of the applicable statute of limitations with respect thereto. Any claim for indemnification by GEFA, PMH or PGH pursuant to this Section 8.1 shall be subject to the procedures set forth in Section 10.2(d). (j) No provision of this Section 8.1 shall create any third-party beneficiary rights under this Agreement for in any Transferred Employee or any other current employee or former employee (including any beneficiary or dependent thereof) of any PGH Subsidiary, in respect of continued employment (or resumed employment) for any specified period of any nature or kind whatsoever, and no provision of this Section 8.1 shall create such third-party beneficiary rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement. (k) PMH and PGH hereby agree that, for a period commencing on the Second Closing Date and ending on the fifth anniversary of the BusinessSecond Closing Date, they will not, without GEFA's prior written consent, directly or indirectly, appoint as an agent or hire (i) any PGH Transferred Employees or other employees of GEFA or its Affiliates who work for any PGH Subsidiary or (ii) any Person who, on the Second Closing Date, served as an insurance agent exclusively for PAL. The foregoing notwithstanding, PMH and PGH and their Affiliates may hire any PGH Transferred Employees or other employees of GEFA or its Affiliates who have been terminated after the Second Closing by GEFA or its Affiliates, provided that the hiring party does 135 143 not utilize such employees in a group insurance or worksite (i.e., the sale of insurance through employers) capacity during the foregoing five-year period. (l) PMH and PGH shall be responsible for any and all payments under any retention bonus agreement due or payable to the PGH Transferred Employees.