Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo Company or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect Subsidiaries immediately prior to the Effective TimeClosing (each a “Covered Employee” and collectively the “Covered Employees”) shall automatically become employees of Acquiror as of the Closing. For a period of one year following the Closing, (i) any Covered Employee who is retained by Acquiror in substantially the same or similar roles with substantially similar work requirements shall, during the period of time in which such Covered Employee is retained by Acquiror in such role and with such work requirements, receive at least the same base salary or wages that such Covered Employee was paid immediately prior to the Closing; provided that such Covered Employees shall continue to be employees at will subject to severance pay, if any, in accordance with the severance pay schedule set forth on Section 7.6(d) of the Acquiror Disclosure Schedules, and (ii) Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits (excluding equity-based compensation) and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until December 31such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and the MSLO Surviving Corporation agree to keep a Covered Employee’s continued participation in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein Company Benefit Plans shall be deemed to limit satisfy the right foregoing provisions of TopCo or any of their respective Affiliates this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential each Acquiror Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms).

Employees and Employee Benefits. (a) For a period beginning Upon consummation of the Merger and the Bank Merger, all employees of Company and Great American shall be deemed to be at-will employees of Purchaser and FCB, respectively, subject only to, and to the extent provided in, those written employment agreements which have been disclosed on the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Schedule. At the discretion of Purchaser, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as the requirements of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan Code and except as expressly set forth in this Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to 5.5, from and after the Effective Time, all Company Benefit Plans shall continue to be maintained separately, or be consolidated, frozen or terminated. Employees of Company and Great American who continue as employees of Purchaser and FCB (ii"Continuing Employees") employee shall be entitled to participate, commencing at the Effective Time, on an equitable basis in the same benefit plans, programs or policies as are generally available to employees of Purchaser or FCB, as the case may be, of similar rank and status. For purposes of eligibility, vesting, accrual of benefits (excluding equitybut not for benefit accrual purposes under any qualified defined benefit plan maintained by Purchaser) and determination of the level of benefits under any employee benefit plans, arrangements or policies (including, without limitation, severance, vacation, sick and other leave policies) maintained by Purchaser, Continuing Employees will be credited with prior years of service with Company or Great American. Purchaser and FCB shall give service credit to Continuing Employees (and their dependents) with respect to the satisfaction of the limitations as to pre-based compensation) existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are applicable under the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Purchaser or FCB, equal to the credit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of Company or Company Subsidiaries and shall waive preexisting condition limitations to the same extent waived under the corresponding plans of Company or Company Subsidiaries. Nothing contained herein shall obligate Purchaser to provide severance or other benefits that are based on years of service with duplicative benefits for the same years of service. (b) No Continuing Employee shall be subject to any waiting period under any welfare benefit plan of Purchaser to the extent that such period is longer than the period, if any, to which such Continuing Employee was subject under the applicable welfare benefit plan of Company. Continuing Employees shall not be subject to any waiting period under a welfare benefit plan of Purchaser if the applicable waiting period under the corresponding Company plan had been satisfied as of the Effective Time. To the extent that the initial period of coverage for Continuing Employees under any plan of Purchaser that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full twelve (12) month period of coverage, Continuing Employees shall be given full credit under the aggregate to either those in effect applicable welfare plan for any deductibles and co-insurance payments made by such Continuing Employees immediately prior under the corresponding welfare plan of Company during the balance of such twelve (12) month period of coverage. Nothing contained herein shall obligate Purchaser to the Effective Time provide or those cause to be provided to similarly-situated employees of Sequential from time-to-time, provided that, any duplicative benefits. (xc) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits The Company Employee Stock Ownership Plan (excluding equity-based compensation"ESOP") that are applicable to employees of MSLO shall be terminated as of the date hereof and (y) notwithstanding Effective Time. The Board of Directors of Company shall use reasonable commercial efforts to cause the immediately preceding clause (x), until the one year anniversary trustees of the Closing DateESOP, TopCo and to the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of extent consistent with the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.fiduciary 37

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary As of the Closing Date, TopCo Sellers shall terminate the employment of all of the Affected Employees (other than those who are on short-term disability leave). As soon as practicable after the date of this Agreement, Buyer shall offer employment, effective immediately after the Effective Time, to all persons who are or will be full-time Affected Employees on the day immediately preceding the Closing Date (other than those on short-term disability leave or those Affected Employees listed on Exhibit 10.1(a)). Each Affected Employee who accepts any such offer of employment shall be referred to in this Agreement as a “Transferred Employee”. The offer of employment, including wages, salaries and benefits, shall be, in the MSLO Surviving Corporation agree aggregate, comparable with the terms and conditions under which the Transferred Employees were employed immediately before the Closing Date (excluding any benefit of a type as to keep in effect all severance planswhich the benefit was frozen prior to the Closing Date). Any Affected Employee who is on short-term disability leave as of the Closing Date shall remain employed by Sellers through the Affected Employee’s short-term disability leave; provided, practices however, that if he or she recovers from his or her disability within the period of his or her short-term disability leave or the six-month period following the Closing Date (whichever is shorter), Buyer shall at that time make an offer of employment to him or her on the same employment terms and policies that conditions as are applicable to employees similarly situated Transferred Employees, and Buyer shall reimburse Sellers for the full amount of MSLO any short-term disability leave cash compensation paid by Sellers to such person with respect to periods beginning with the Effective Date until the date that such person accepts employment with Buyer; each such person who accepts employment with Buyer shall also be deemed a “Transferred Employee” as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termssuch acceptance.

Employees and Employee Benefits. Following the Effective Time, Bergen shall provide generally to officers and employees of PharMerica and its Subsidiaries employee benefits under employee benefit and welfare plans on terms and conditions which are substantially similar to those provided by PharMerica and its Subsidiaries on the date hereof. From and after the Effective Time, Bergen shall treat all service by PharMerica Employees (aas defined below) For a period beginning with PharMerica and its Subsidiaries and their respective predecessors prior to the Effective Time for all purposes as service with Bergen (except to the extent such treatment would result in duplicative accrual on or after the Closing Date and continuing thereafter of benefits for 12 monthsthe same period of service), subject and, with respect to any contractual obligations medical or dental benefit plan in which PharMerica Employees participate after the Effective Time, Bergen shall waive or cause to be waived any pre-existing condition exclusions and actively-at-work requirements (provided, however, that may applyno such waiver shall apply to a pre-existing condition of any PharMerica Employee who was, TopCo as of the Effective Time, excluded from participation in a PharMerica Benefit Plan by virtue of such pre-existing condition), and shall provideprovide that any covered expenses incurred on or before the Effective Time by a PharMerica Employee or a PharMerica Employee's covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Bergen and subsidiaries of Bergen. For purposes of this Section 5.16, "PharMerica Employees" shall mean persons who are, as of the Effective Time, employees of PharMerica or its Subsidiaries. Bergen also shall cause MSLO the Surviving Corporation and its Subsidiaries to providehonor in accordance with their terms all employment, employees of MSLO as severance, consulting and other compensation contracts disclosed in Section 3.23 of the Closing who continue employment with TopCo PharMerica Disclosure Statement between PharMerica or any one of its SubsidiariesSubsidiaries and any current of former director, including MSLO Surviving Corporationofficer, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities employee thereof, and all provisions for vested benefits or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to vested amounts earned or accrued through the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and under the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as provisions of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary PharMerica Employee Benefit Plans listed in Section 3.26 of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO PharMerica Disclosure Statement as of such provisions exist on the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termshereof.

Employees and Employee Benefits. (a) For Buyer, or one of its affiliates will offer reasonably comparable employment to substantially all Employees of Seller that have successfully completed a period beginning pre-employment drug screen, a physical examination (as applicable for specific job requirements) and a background check (including motor vehicle report), in each case to the extent Buyer applies such hiring requirements to persons seeking employment in the same or similar positions, and further to the extent each Employee meet any other requirements for employment under applicable law. Any such offers shall be contingent upon the occurrence of Closing and must be designed to be withdrawn immediately if Closing does not occur. If Closing does occur, Buyer shall hire the Employees meeting the above requirements and accepting the employment offer, effective on the Closing Date. The workforce is comprised of approximately 620 employees working seconded “in-plant” and approximately 315 employees working from offices in: Beaumont, TX; Lake Charles, LA; Baton Rouge, LA; Freeport, TX; and Deer Park, TX. Prior to Closing, Buyer shall notify Seller of any employees that will not be hired as a result of its employment requirements. (b) Seller shall terminate the employment of all Employees to be hired by Buyer effective as of Closing. Seller shall provide any required notice under the federal Worker Adjustment, Retraining and Notice Act (“WARN Act”) or any similar law or regulation in any applicable jurisdiction and otherwise be responsible for complying with any such statute with respect to any “plant closing” or “mass lay off” (as defined in the WARN Act) or similar event affecting Employees and occurring on or before the Closing (including the termination of Employees by Seller immediately upon the Closing) (although neither party anticipates that the WARN Act notice requirements will be triggered). Seller shall be responsible for, and shall indemnify and hold harmless Buyer for, any liability arising under the WARN Act or similar statute arising from any action of Seller prior to the Closing Date and continuing thereafter for 12 months, subject with respect to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as such liability arising in connection with the consummation of the Closing who continue employment transactions contemplated by this Agreement; provided that Buyer complies with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing 6.03 (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (xa), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsabove.

Employees and Employee Benefits. (a) For a The Purchaser shall offer employment as of the Closing Date to those employees of the Business set forth on Schedule 5.5 (the “Designated Employees”). Any such employees who accept such offer of employment are herein called the “Hired Employees”. The Purchaser shall have no obligation to offer employment to any employees of the Business other than the Designated Employees. The Purchaser shall provide such Hired Employees, effective upon their commencement of employment with the Purchaser and continuing for such period beginning as they may continue to be employed by the Purchaser, compensation at such rate of pay as may be determined, in the sole discretion of the Purchaser. The Hired Employees, effective upon their commencement of employment with the Purchaser, shall be entitled to participate in, and have the benefits of, all benefit plans of The Xxxxxx Companies, Inc. (“Xxxxxx”) to the same extent as similarly situated employees of the Purchaser are entitled to such benefits. Such benefits will commence on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, (or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees date of MSLO as such Hired Employee’s commencement of the Closing who continue employment with TopCo Purchaser, if later). The Hired Employees shall be given credit for their years of service with the Asset Selling Corporations for all purposes including vacation accrual, vesting and eligibility, and any preexisting conditions or any of its Subsidiarieslimitations with respect to health, including MSLO Surviving Corporationlife and disability benefits shall be waived for the Hired Employees, following the Closing (the “Continuing Employees”) with their spouses and eligible dependents. In addition, Purchaser shall permit Hired Employees (i) wage or base salary levels to make direct rollovers of their account balances in the AMS Savings and Investment Plan, which is a qualified plan under Section 401 (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(aa) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior Code, including promissory notes associated with any outstanding plan loans, to the Effective Time, Xxxxxx’x plan and (ii) employee benefits (excluding equity-based compensation) that are comparable to the extent allowable under the Code and regulations issued thereunder, to transfer their respective health care and dependent care flexible spending account elections and any unused amounts in the aggregate to either those in effect for such Continuing Employees immediately prior to Parent’s health care and dependent care flexible spending account plan with respect thereto, if any, as the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO same exist as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo to Xxxxxx’x health care and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduledependent care flexible spending account plan. Nothing herein contained in this Agreement shall confer upon any Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment or to any benefits that may be deemed to limit provided, directly or indirectly, under any employee benefit plan, policy or arrangement of Purchaser, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of TopCo Purchaser to amend, modify or terminate any of their respective Affiliates to (A) terminate such plan, policy or arrangement. The Asset Selling Corporations shall retain all liabilities and obligations arising from the employment of any Continuing Employee termination or severance at any time, (B) change or modify time and from time to time of all employees of the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsBusiness who are not Hired Employees.

Employees and Employee Benefits. 6.10.1 From and after the Closing Date, the Purchasers shall treat all service by Consolidated Company Employees (aas defined below) For a period beginning on with the Sellers, the Consolidated Companies, any of the Parent Seller's other Subsidiaries and their respective predecessors prior to the Closing Date for purposes of vesting and continuing thereafter eligibility for 12 monthsbenefits as service with Purchasers (except to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service), subject and, with respect to any contractual obligations that may apply, TopCo shall provide, medical or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of dental benefit plan in which Consolidated Company Employees participate after the Closing Date, the Purchasers shall waive or cause to be waived any pre-existing condition exclusions (provided, however, that no such waiver shall apply to a pre-existing condition of any Consolidated Company Employee who continue employment with TopCo or any of its Subsidiarieswas, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo excluded from participation in a benefit plan of the Parent Seller or its Subsidiaries by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the MSLO Surviving Corporation agree Closing Date by a Consolidated Company Employee or a Consolidated Company Employee's covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date to keep in effect all severance plans, practices and policies that the same extent as such expenses are applicable to taken into account for the benefit of similarly situated employees of MSLO the Purchasers and subsidiaries of the Purchasers. In addition, the Purchasers shall provide, or cause to be provided, to Consolidated Company Employees whose employment is terminated on or before the first anniversary of the Closing Date ("Severed Employees") severance pay continuation that is not less favorable than the pay continuation that would have been provided in the same circumstances under the Sellers' severance policy as of set forth in the Sellers' HR Policy and Procedure Manual dated January 1999, (Policy Number 203), as provided to the Pu rchasers before the date hereof and set forth on Section 6.11(a) ("Sellers' Severance Policy"). The Purchasers shall also pay a portion of the MSLO Disclosure Schedule. Nothing herein Severed Employees' cost of "COBRA" continuation coverage under Code Section 4980B equal to the portion of the cost of such coverage provided by the Purchasers with respect to similarly situated active employees for the longer of three months or the period of severance pay continuation; provided, however, that Purchasers shall not be deemed obligated to limit pay the right portion of TopCo or any the cost of their respective Affiliates such coverage provided by the Purchasers with respect to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment similarly situated active employees for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsmore than six months.

Employees and Employee Benefits. (a) For a period beginning on RDSI and the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations Shareholders acknowledge that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, the employees of MSLO each Company who are actively employed at the Effective Time (excluding those transferred to the Disaster Recovery Companies pursuant to Section 5.10) and who RDSI determines to retain after the Effective Time (and who elect to continue with the Companies after the Effective Time) will continue as employees of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing such Company (the “Continuing Employees”) after the Effective Time and, except for any Continuing Employees who are covered by written employment agreements, will be employed as at will employees after the Effective Time. The Companies shall have the right and obligation to deal with the terms and conditions of employment of the Continuing Employees after the Effective Time. Continuing Employees shall continue to participate in the Compensation and Benefit Plans unless and until RDSI, in its sole discretion, shall determine that all or some of the Compensation and Benefit Plans shall be terminated, modified or merged into certain employee benefit plans of RDSI or Rurban. Following the termination or merger of all or some of the Compensation and Benefit Plans, RDSI will provide each Continuing Employee with employee benefits to replace those programs that have been terminated or merged (iother than equity or equity-based plans and programs) wage that are no less than the benefits provided to similarly situated employees of RDSI. At such time as the Continuing Employees shall participate in any employee benefit plans of RDSI or base salary levels Rurban pursuant to the foregoing, each such Continuing Employee shall be credited with years of service with the Companies, for purposes of eligibility and vesting (but not for benefit accrual purposes), in the employee benefit plans of RDSI or Rurban, and shall not be subject to any shortexclusion or penalty for pre-term incentive compensation opportunities or other bonus plans (other than existing conditions that were covered under the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect Compensation and Benefit Plans immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate or to either those in effect for any waiting period relating to such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termscoverage.

Employees and Employee Benefits. (a) For a period beginning on Except as otherwise provided in this Section 5.10, as of or after the Closing Date Merger Effective Time, and continuing thereafter for 12 months, at EBSB’s election and subject to any contractual obligations that the requirements of the IRC and ERISA, the MWCB Employee Plans may applycontinue to be maintained separately, TopCo shall provideconsolidated, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as terminated. EBSB may require that MWCB terminate or freeze any MWCB Employee Plan that is a tax-qualified plan under Section 401(a) of the Closing IRC, effective as of, or immediately prior to, the Merger Effective Time, by notice in writing issued to MWCB no later than thirty (30) days prior to the Merger Effective Time. MWCB employees who are participants in such MWCB Employee Plan(s) and who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following EBSB after the Closing Merger Effective Time (the “Continuing Employees”) shall receive credit for service with (i) wage or base salary levels (MWCB for purposes of eligibility and vesting determination but not for benefit accrual purposes in any short-term incentive compensation opportunities or other bonus plans (EBSB Employee Plan, other than the commission sales EBSB employee stock ownership plan, for which such persons are eligible. Continuing Employees shall be eligible to participate in the EBSB employee stock ownership plan set forth one year following the Merger Effective Time and such employees shall not receive any credit for service with MWCB for purposes of vesting or benefit accrual under the EBSB employee stock ownership plan. EBSB may permit Continuing Employees to participate in the EBSB Employee Plans that are tax-qualified plans in accordance with the terms of such plans, however, to avoid a duplication of benefits, nothing herein shall be construed to require Continuing Employees to receive a benefit accrual or contribution under a MWCB Employee Plan and an EBSB Employee Plan of the same type for the same year if such MWCB Employee Plan has not been terminated. In the event of termination of any MWCB Employee Plan that is tax-qualified under Section 6.11(a401(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately IRC, MWCB, prior to the Merger Effective Time, or EBSB, after the Merger Effective Time, shall as soon as practicable apply for a favorable determination letter from the IRS with respect to such termination and (ii) employee benefits (excluding equity-based compensation) that are comparable in shall not distribute the aggregate to either accrued benefit or account balances under such MWCB Employee Plan, other than those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x)distributions required by law, until the one year anniversary receipt of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termssuch favorable determination letter.

Employees and Employee Benefits. (a) For a period beginning Commencing on the Closing Date and continuing thereafter for 12 monthsDate, subject to any contractual obligations that may apply, TopCo the Seller shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, terminate all employees of MSLO as of the Business who are actively at work on the Closing who continue employment with TopCo Date, and the Purchaser or any one of its Subsidiaries, including MSLO Surviving Corporation, following Affiliates at the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any shortshall offer employment on an at-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Timewill basis, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO effective as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo to all employees who are employed by the Seller immediately prior to the Closing (the individuals who accept Purchaser’s or such Affiliate’s offer of employment are collectively referred to herein as the “Hired Personnel”), in each case (i) at approximately the same location (and Purchaser and its Affiliates agree not to move Hired Personnel to a different location for a period of ninety (90) days after the MSLO Surviving Corporation agree Closing Date) in a substantially similar capacity in which they were employed by Seller immediately prior to keep the Closing Date, (ii) at the same or a substantially similar cash salary level paid or payable to such Hired Personnel as was paid or payable by the Seller immediately prior to the Closing Date, and (iii) providing each such Person who is included in effect all severance plansthe Hired Personnel and such Person’s eligible dependents, practices and policies that comparable employee benefits as are applicable currently available under the Company Benefit Plans listed on Schedule 2.1(a)(xii) if those Company Benefit Plans become Assumed Plans, or, if such Company Benefit Plans do not become Assumed Plans, comparable employee benefits as are currently available to similarly situated employees of MSLO as Purchaser’s Affiliates through Purchaser’s Affiliates’ Employee Benefit Plans. Each employee of the date hereof Business who becomes employed by the Purchaser or one of its Affiliates in connection with the Acquisition shall be given service credit for the purpose of eligibility under the group health plan and set forth on Section 6.11(aeligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (x) such credit shall be given pursuant to payroll or plan records, at the election of the MSLO Disclosure Schedule. Nothing herein Purchaser or its applicable Affiliate, in its sole and absolute discretion, and (y) such service crediting shall be deemed to limit permitted and consistent with the right of TopCo Purchaser’s or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termssuch Affiliate’s defined contribution retirement plan.

Employees and Employee Benefits. Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the Closing Date, to all Employees, including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (a) For a the Employees who accept such employment and commence employment on the Closing Date, the "Transferred Employees"). During the period beginning commencing on the Closing Date and continuing thereafter for 12 monthsending on the date which is [12/[NUMBER]] months from the Closing (or if earlier, subject to any contractual obligations that may applythe date of the Transferred Employee's termination of employment with Buyer or an Affiliate of Buyer), TopCo shall provideBuyer shall, or shall cause MSLO Surviving Corporation and its Subsidiaries to providean Affiliate of Buyer to, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with provide each Transferred Employee with: (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other hourly wages which are no less than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect base salary or hourly wages provided by Seller immediately prior to the Effective Time, and Closing; (ii) employee benefits target bonus opportunities (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 comparable no less favorable in the aggregate than those provided by Seller immediately prior to either those the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Continuing Employees Transferred Employee immediately prior to the Effective Time Closing. With respect to any employee benefit plan maintained by Buyer or those provided an Affiliate of Buyer (collectively, "Buyer Benefit Plans") for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized to similarly-situated employees of Sequential from time-to-time, provided that, the extent that (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep such recognition would result in effect all employee a duplication of benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and or (y) notwithstanding such service was not recognized under the immediately preceding clause (x), until the one year anniversary of corresponding Benefit Plan. [Effective as soon as practicable following the Closing Date, TopCo Seller, or any applicable Affiliate, shall effect a transfer of assets and liabilities [(including outstanding loans)] from the MSLO Surviving Corporation agree defined contribution retirement plan that it maintains to keep the defined contribution retirement plan maintained by Xxxxx, with respect to the Transferred Employees, in effect connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. [Upon the transfer of assets and liabilities into Xxxxx's plan, all severance plans, practices and policies that are applicable to employees of MSLO transferred account balances from Seller's plan shall become fully vested].] Effective as of the date hereof and set forth on Section 6.11(a) 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, the MSLO Disclosure Schedule. Nothing herein following claims shall be deemed to limit be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers' compensation insurance benefits, on the right 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 which the applicable Employee participates. Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of TopCo employment of any Employee who accepts an employment offer by Buyer that is consistent with the requirements of (b), 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. 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 their respective Affiliates employment by Buyer on terms and conditions consistent with Section 6.04(b) hereof and declines such offer; and (ii) any claims relating to (A) terminate the employment of any Continuing Transferred Employee at arising in connection with or following the Closing. This Section VI.04 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.04, express or implied, shall confer upon any timeother Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, (B) change express or modify the terms or conditions of employment for any Continuing Employeeimplied, or (C) change shall be construed to establish, amend or modify any Sequential Benefit Planbenefit plan, MSLO Benefit Plan program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.04 shall not create any right in any Transferred Employee or any other employee benefit plan Person to any continued employment with Buyer or arrangement in accordance with any of its termsAffiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) For a period beginning on The parties hereto shall: (i) not later than January 1, 2022, commence the discussions and negotiations of an Employee Matters Agreement (the “Employee Matters Agreement”) with respect to the transfer of employment of the Business Employees as of the Closing Date and continuing thereafter the terms and conditions of such transfer; and (ii) not later than July 1, 2022, enter into the Employee Matters Agreement. The Employee Matters Agreement shall include terms which shall relate to, but shall not be limited to: (A) the Transferred Assets and Excluded Assets with respect to employees and employee benefits, (B) the Excluded Liabilities and Assumed Liabilities with respect to employees and employee benefits, (C) continuation and/or transfer of employment of the Business Employees to Buyer, (D) terms and conditions of employment, (E) participation in retirement plans, (F) participation in health and welfare benefit plan coverage, (G) credit for 12 monthsservice earned on or prior to the Closing Date with Seller or its Affiliates to the extent that service is relevant for purposes of eligibility, subject vesting or the calculation of benefits under any retirement or other employee benefit plan, (H) waiver of limitations on benefits relating to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as pre-existing conditions of the Closing who continue Business Employees and their respective spouses and dependents under health plans of the Seller Parties, (I) severance benefits, and (J) updates to the definitions of “Key Employees” and “Business Employees” (including to any Sections of the Seller Disclosure Letter referenced therein). The parties hereto shall negotiate the terms of the Employee Matters Agreement in good faith, which terms shall be consistent with the understanding of the parties that at least (but no more than, unless otherwise determined by Buyer in its sole discretion) that number of all Business Employees specified in Section 3.11 of the Seller Disclosure Letter under the column heading “Business Employees Target Population” shall be offered employment with TopCo Buyer (or any an Affiliate of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”Buyer) with terms and conditions of employment including (ix) wage or at least the same level of base salary levels or wage rate and (but not any short-term incentive y) other compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) and employee benefits that are not less than those substantially comparable in the aggregate to the compensation (excluding base salary or wage) and employee benefits, in each case as in effect immediately prior to the Effective TimeClosing Date. From time to time following the Closing, to the extent set forth in the Employee Matters Agreement or as otherwise required by Law, Seller shall, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate shall cause its Affiliates to, make available to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo Buyer or any of their respective Affiliates its Affiliates, as designated by Buyer, such data in personnel records of Transferred Employees (as defined in the Employee Matters Agreement) as is reasonably necessary for Buyer to (A) terminate the employment of transition such Transferred Employees into Buyer’s records and in compliance with any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsapplicable Law.

Employees and Employee Benefits. (a) For a period beginning Commencing on the Closing Date, Seller shall terminate the employment all Employees of the Business who are actively at work on the Closing Date, and Buyer shall offer employment, on an “at will” basis, to all Employees of the Business set forth on Section 6.01 of the Disclosure Schedule on terms substantially consistent with or in excess of the level of compensation and benefits received by such Employees as of immediately prior to such termination of employment the Closing. All Offerees who accept Buyer’s offer of employment (the “Transferred Employees”) shall be given credit for his or her years of service with Seller prior to the Closing Date for purposes of determining eligibility to participate in and continuing thereafter for 12 monthsvesting under employee benefit plans of Buyer or its Affiliates in which such Transferred Employees become eligible to participate after the Closing Date to the extent permitted under the terms of such plans; provided, subject however, that the foregoing shall not result in the duplication of any benefits. With respect to each Transferred Employee, and to the extent permitted under the terms of the applicable benefit plan, (i) Buyer shall waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees (and their covered dependents) under any welfare or fringe benefit plan maintained by Buyer or its Affiliates in which Transferred Employees become eligible to participate on or after the Closing Date, other than any such limitations that are in effect with respect to any contractual obligations Transferred Employee (or his or her covered dependents) and that may apply, TopCo shall provide, have not been satisfied under the corresponding welfare or shall cause MSLO Surviving Corporation and fringe benefit plan maintained by Seller or its Subsidiaries to provide, employees of MSLO Affiliates as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, Date; and (ii) employee benefits (excluding equityBuyer shall provide each Transferred Employee with credit under any welfare or fringe benefit plans maintained by Buyer or its Affiliates in which Transferred Employees become eligible to participate on or after the Closing Date for any co-based compensation) that are comparable in payments and deductibles paid by such Transferred Employee for the aggregate to either those in effect for such Continuing Employees immediately prior to then current plan year under the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO corresponding Benefit Plan as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date Purchaser understands and continuing thereafter for 12 months, subject to any contractual obligations acknowledges that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as all of the Closing who continue employment with TopCo or any of its Subsidiarieshealth and welfare benefits (including, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(alimited to, retirement, medical, dental, life insurance and disability plans) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO Employees as of the date hereof are provided under any Seller Benefit Plans which will not be available to the Company or any Subsidiary following the Closing. Effective as of the Closing Date and subject to Section 5.6(c), Purchaser shall, or shall cause the Company to, provide each Employee with employee benefits under one or more employee benefit plans offered by Purchaser to similarly situated employees of Purchaser or other companies affiliated with Purchaser (collectively, “Purchaser Sponsored Plans”) in accordance with the terms of the Purchaser Sponsored Plans. Purchaser shall use reasonable best efforts to ensure that all Purchaser Sponsored Plans provide that (i) any waiting periods or limitations regarding pre-existing conditions with respect to all Employees and their beneficiaries under any Purchaser Sponsored Plans will be waived, (ii) each Purchaser Sponsored Plan will give each such Employee credit for such Employee’s service with the Company prior to the Closing for purposes of eligibility to participate in Purchaser Sponsored Plans, and (iii) each Employee’s vacation and personal time off accrued through the Closing Date shall continue to be honored after the Closing Date. Following the Closing, (x) Seller shall be responsible for, and shall indemnify Purchaser, the Company and the Subsidiaries from and against any and all liability with respect to any Seller Benefit Plan, including any liability incurred by Purchaser as a result of Purchaser’s receipt of asset rollovers from Seller’s 401(k) Plan as provided for in Section 5.6(b) (other than any obligations to make distributions with respect to such rollovers) and any claims made or incurred by or related to Employees or Former Employees and their dependents related to any Seller Benefit Plan, and (y) notwithstanding the immediately preceding clause Purchaser shall be responsible for, and shall hold harmless and indemnify Seller from, any and all claims incurred by or related to Employees and their eligible dependents (x), until the one year anniversary of other than claims related to a Seller Benefit Plan) on or after the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (aParent and the Company agree that, except as provided in Section 4.1(b)(vii) For a period beginning on of the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Letter, subject all employees of the Acquired Companies immediately prior to any contractual obligations that may apply, TopCo the Effective Time shall provide, or shall cause MSLO be employed by the Surviving Corporation and its Subsidiaries immediately after the Effective Time; PROVIDED, that, neither Parent nor the Surviving Corporation shall have any obligation under this Agreement to providecontinue the employment of any such employees following the Effective Time. Prior to the Closing, the Company shall use its Commercially Reasonable Efforts to obtain from each employee listed on Section 4.1(b)(vii) of the Company Disclosure Letter a release signed by each such employee, substantially in the form of EXHIBIT I attached hereto. Parent and the Surviving Corporation agree that, for a period of 12 months after the Effective Time, the Surviving Corporation shall provide all employees of MSLO as of the Closing who continue employment Surviving Corporation and its Subsidiaries with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans and employee benefits (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)severance, equity-based compensation, deal-based payments or non-qualified deferred compensation) that are substantially similar to the compensation and employee benefits provided to the employees of the Acquired Companies immediately prior to the Effective Time under the Acquired Company Employee Plans; PROVIDED, HOWEVER, that the costs of providing such benefits shall not less than those in effect exceed 110% of the costs of providing such benefits pursuant to the relevant Acquired Company Employee Plans immediately prior to the Effective Time. To the extent the same exist, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep shall be responsible for the continuation of health plan coverage, in effect all accordance with the requirements of COBRA and Sections 601 through 608 of ERISA, for any employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof Acquired Companies or qualified beneficiary under a Company health plan who is already receiving COBRA benefits or who loses health coverage in connection with the transactions contemplated in this Agreement. "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985 and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduleregulations promulgated thereunder. Nothing herein express or implied shall be deemed to limit confer upon any of the right employees of TopCo the Acquired Companies, the Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective Affiliates Affiliates, any rights or remedies, including any right to (A) terminate the any particular form of compensation or employee benefit or to employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of continued employment for any Continuing Employeespecified period, of any nature or (C) change kind whatsoever under or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsby reason of this Agreement.

Employees and Employee Benefits. (a) For a period beginning Sellers will terminate its employment relationships with the Transferred Employees on the Closing Date and continuing thereafter for 12 monthsDate. Each Buyer and/or one or more of its designees shall offer employment, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO be effective as of the Closing Date, to substantially all of the employees previously employed by Sellers at the Acquired Stores the assets of which are being purchased by such Buyer hereunder. The employment of any employees of Sellers to whom a Buyer offers employment and who continue accept such employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following a Buyer after the Closing Date (the “Continuing "Transferred Employees”") with shall be at-will. Sellers shall retain the following liabilities or obligations to employees of the Acquired Stores: (i) wage or base salary levels (all claims for compensation, including but not limited to, any short-term incentive compensation opportunities severance obligations or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately accrued but unused vacation where relevant, for periods prior to the Closing Date, (ii) except with respect to COBRA as specified in paragraph (iv) below, all liabilities under the Employee Benefit Plans, and (iii) all liabilities incurred as a result of the failure to provide notice or severance pay, if any, that may be due to any employee of Sellers as a result of such Seller's termination of employee's employment in connection with the consummation of the transactions contemplated hereby. Each Buyer shall be responsible for any obligations arising under COBRA with respect to all "M&A qualified beneficiaries" in respect of the Acquired Stores, the assets of which are being purchased by such Buyer, as defined in Treasury Regulation Section 54.4980B-9. Sellers shall provide Buyers with a list of every person who is or may be a qualified beneficiary eligible to elect or actually covered by COBRA under Seller's group health plans, a description of the qualifying event (which may include the sale contemplated by this Agreement and the failure to become a Transferred Employee), the date as of which the COBRA coverage period began or will begin for each such person, and such other data as Buyers shall request in order to provide continuation coverage under Buyers' group health plans. In addition, Sellers shall provide all information to Buyers as may be necessary or appropriate to determine whether there have been any failures to comply with the requirements of COBRA for any current or former employee of Seller, or any spouse, former spouse, dependent child or former dependent child of any such employee on or prior to the Closing Date so that such failures may be corrected. Subject to Sellers' provision of the foregoing data requirements in this Section 5(h)(iv), Buyers shall be responsible for any obligations arising under COBRA as a successor employer with respect to all "M&A qualified beneficiaries" in respect of the Acquired Stores as defined in Treasury Regulation Section 54.4980B-9. Effective Timeas of the Closing Date, each Buyer shall make available to its Transferred Employees the employee benefit plan(s) maintained by such Buyer (or one of its Affiliates) generally for its employees (the "Buyer Plans") in accordance with their terms. To the extent permitted by the terms of the Buyer Plans, each Buyer will (i) waive all deductibles, waiting periods and limitations with respect to pre-existing conditions covered under any group health Buyer Plans that would otherwise be applicable to employees of Sellers under such Buyer Plans as of the date hereof, and (ii) employee benefits (excluding equity-based compensation) that are comparable in grant full past service credit with the aggregate to either those in effect Sellers for such Continuing Employees immediately prior eligibility, benefit accrual and for vesting to the Effective Time Transferred Employees for service with Sellers under any of the Buyer Plans. Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will entitle any employee, including but not limited to, Transferred Employees, to any other severance or those provided to similarly-situated employees of Sequential seniority benefits from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO Buyers nor will it accelerate compensation due any such Transferred Employee as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsDate from Buyers.

Employees and Employee Benefits. (a) For a period beginning Upon consummation of the Merger and the Bank Merger, all employees of the Company and Laurel Savings will be deemed to be at-will employees of Purchaser and FCB, respectively, subject only to those written employment agreements which have been disclosed on the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Schedule. At the discretion of Purchaser, subject to any contractual obligations that may applythe requirements of the Code and except as expressly set forth in this Section 5.5, TopCo shall providefrom and after the Effective Time, all Company Benefit Plans will continue to be maintained separately, will be consolidated with similar plans of the Purchaser or FCB, as appropriate, or shall cause MSLO Surviving Corporation will be frozen or terminated, subject, in each case, to the terms of such Plans. To the extent the Company Benefit Plans are not continued after the Effective Time, Employees of the Company and its Subsidiaries to provide, Laurel Savings who continue as employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing Purchaser and FCB (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior will be entitled to participate, commencing at the Effective Time, on an equitable basis in the same benefit plans, programs or policies as are generally available to employees of Purchaser or FCB, as the case may be, of similar rank and (ii) employee status. For purposes of eligibility, vesting, accrual of benefits (excluding equitybut not for benefit accrual purposes under any qualified or nonqualified defined benefit type plan maintained by Purchaser) and determination of the level of benefits under any employee benefit plans, arrangements or policies (including, without limitation, severance, vacation, sick and other leave policies) maintained by Purchaser or FCB, Continuing Employees will be credited with prior years of service with the Company and Laurel Savings (and their respective predecessors, if applicable). Purchaser and FCB will give service credit to Continuing Employees and their dependents with respect to the satisfaction of the limitations as to pre-based compensation) existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are comparable in applicable under the aggregate employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Purchaser or FCB, equal to either those in effect for the credit that any such Continuing Employees immediately prior to employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of the Company or those provided Company Subsidiaries and will waive pre-existing condition limitations to similarly-situated employees the same extent waived under the corresponding plans of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree Company or Company Subsidiaries. Nothing contained in this Agreement will obligate Purchaser to keep in effect all employee provide severance or other benefits (excluding equity-based compensation) that are applicable to employees based on years of MSLO as service with duplicative benefits for the same years of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsservice.

Employees and Employee Benefits. (a) For a period beginning on Subject to the Labor Contracts, at the Closing Date and continuing thereafter for 12 monthsBuyer shall offer employment on an at-will basis, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO effective as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and to all DSD Employees who are employed by the MSLO Surviving Corporation agree Seller (or one of its Affiliates) immediately prior to keep the Closing (the individuals who either accept Buyer’s offer of employment or are subject to the Labor Contracts are collectively referred to herein as the “Hired Personnel”), in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to each case (A) terminate at an Approved Location (and Buyer agrees not to move Hired Personnel to a different location for a period of ninety (90) days after the employment of any Continuing Employee at any timeClosing Date) in a substantially similar capacity in which they were employed by Seller immediately prior to the Closing Date, (B) change at the same or modify a substantially similar cash salary and cash bonus level paid or payable to such Hired Personnel as was paid or payable immediately prior to the terms or conditions of employment for any Continuing EmployeeClosing Date, or (C) change providing each such Person who is a Hired Personnel not covered by a Labor Contract and their eligible dependents, comparable employee benefits as are currently available to similarly situated employees of Buyer or modify each such Person who is a Hired Personnel covered by a Labor Contract and their eligible dependents such benefits and other terms and conditions required by any Sequential Benefit PlanLabor Contracts, MSLO Benefit Plan (D) consistent with the terms of Buyer’s benefit plans, Buyer will provide each such Hired Personnel full service credit (equal at least to the level existing immediately prior to the Closing Date) for vesting, eligibility and severance purposes (but not for purposes of benefit accruals under any defined benefit plans of Buyer) under any employee benefit or severance plan in force as of the Closing for employees of Buyer (“Buyer Employee Plans”) and Buyer shall amend (including by board resolution) the terms of the Buyer’s Employee Plans to reflect this service credit, (E) providing that with respect to any medical, dental or other employee benefit plan or arrangement welfare benefits that are provided at any time under Buyer Employee Plans, any applicable pre-existing condition exclusions (to the extent satisfied under the comparable Employee Plan immediately prior to the Closing Date) be waived, and any expenses incurred before such time under the comparable Employee Plan be taken into account under such Buyer Employee Plan for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions, and (F) providing paid vacation in accordance an amount equivalent to each such Hired Personnel’s accrued and unused vacation with its termsSeller at Closing except that, with respect to the Hired Personnel whose vacation pay becomes payable under Applicable Law by Seller as a consequence of the Acquisition, Buyer will pay to Seller, in addition to the Purchase Price, the amount of vacation pay paid by Seller to such Persons (the “Vacation Reimbursement”), provided that the total amount of the Vacation Reimbursement and accrued and unused vacation liability assumed by Buyer under this Agreement shall not exceed $300,000.00. Buyer shall provide to each Hired Personnel who receives vacation pay from Seller under clause (F) of the prior sentence unpaid vacation time in an amount equivalent to such Hired Personnel’s accrued vacation with Seller as of the Closing.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by Company or any of its Subsidiaries immediately prior to the Closing Date and continuing thereafter (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing for 12 monthsthe purposes of the Acquiror Benefit Plans. Following the Closing, subject to any contractual obligations that may apply, TopCo shall provideAcquiror shall, or shall cause MSLO the Surviving Corporation Entity to, maintain employee benefit plans and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than for the commission sales plan set forth benefit of Covered Employees that provide employee benefits and compensation opportunities that, in Section 6.11(a) of the MSLO Disclosure Schedule)) aggregate, are substantially similar to the employee benefits and compensation opportunities that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided,however, provided that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; (ii) until December 31such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein Company Benefit Plans shall be deemed to limit satisfy the right foregoing provisions of TopCo or any of their respective Affiliates this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential each Acquiror Benefit Plan); and (iii) if any Covered Employee is terminated by Acquiror other than for cause, MSLO Benefit Plan as reasonably determined in the sole discretion of Acquiror, on or other employee benefit plan or arrangement before the first anniversary of the Closing, such Covered Employee shall be eligible to receive severance in accordance an amount equal to one (1) week’s base salary, as in effect immediately prior to such termination, for each whole year of continuous service with its termsCompany and Acquiror.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date Purchaser understands and continuing thereafter for 12 months, subject to any contractual obligations acknowledges that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as all of the Closing who continue employment with TopCo or any of its Subsidiarieshealth and welfare benefits (including, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(alimited to, retirement, medical, dental, life insurance and disability plans) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO Employees as of the date hereof are provided under any Seller Benefit Plans which will not be available to the Company or any Subsidiary following the Closing. Effective as of the Closing Date and subject to Section 5.6(c), Purchaser shall, or shall cause the Company to, provide each Employee with employee benefits under one or more employee benefit plans offered by Purchaser to similarly situated employees of Purchaser or other companies affiliated with Purchaser (collectively, “Purchaser Sponsored Plans”) in accordance with the terms of the Purchaser Sponsored Plans. Purchaser shall use reasonable best efforts to ensure that all Purchaser Sponsored Plans provide that (i) any waiting periods or limitations regarding pre-existing conditions with respect to all Employees and their beneficiaries under any Purchaser Sponsored Plans will be waived, (ii) each Purchaser Sponsored Plan will give each such Employee credit for such Employee’s service with the Company prior to the Closing for purposes of eligibility to participate in Purchaser Sponsored Plans, and (iii) each Employee’s vacation and personal time off accrued through the Closing Date shall continue to be honored after the Closing Date. Following the Closing, (x) Seller shall be responsible for, and shall indemnify Purchaser, the Company and the Subsidiaries from and against any and all liability with respect to any Seller Benefit Plan, including any liability incurred by Purchaser as a result of Purchaser’s receipt of asset rollovers from Seller’s 401(k) Plan as provided for in Section 5.6(b) (other than any obligations to make distributions with respect to such rollovers) and any claims made or incurred by or related to Employees or Former Employees and their dependents related to any Seller Benefit Plan, and (y) notwithstanding Purchaser shall be responsible for, and shall hold harmless and indemnify Seller from, any and all claims incurred by or related to Employees and their eligible dependents (other than claims related to a Seller Benefit Plan) on or after the immediately preceding clause Closing Date. (xb) Without limiting the generality of Section 5.6(a), until the one year anniversary effective as of the Closing Date, TopCo all Employees shall cease to participate in the Platinum Equity 401(k) Plan (“Seller’s 401(k) Plan”), and Purchaser shall provide to such Employees the MSLO Surviving Corporation agree right to keep participate in effect all severance plans, practices and policies that are applicable a 401(k) plan offered to similarly situated employees of MSLO Purchaser or other companies affiliated with Purchaser (any such 401(k) plan is referred to as “Purchaser’s 401(k) Plan”). Eligible Employees shall receive credit for all service with the Company and any Subsidiary for purposes of eligibility and vesting, but not benefit accrual, under Purchaser’s 401(k) Plan. Effective after the Closing Date, each Employee who, as of the date hereof Closing Date, is a participant in Seller’s 401(k) Plan shall be entitled to a distribution of his or her account balance in accordance with the terms of Seller’s 401(k) Plan as in effect from time to time and set forth on applicable Law, and Purchaser shall take any and all action necessary to ensure that Purchaser’s 401(k) Plan can accept asset rollovers, including “direct rollovers” within the meaning of Section 6.11(a401(a)(31) of the MSLO Disclosure ScheduleCode, from Seller’s 401(k) Plan subject to Purchaser’s receipt of reasonable evidence from Seller that Seller’s 401(k) Plan is qualified under Section 401(a) of the Code as of the time of distribution. Nothing herein (c) Without limiting the generality of Section 5.6(a), Purchaser or one of its Affiliates, shall be deemed establish a flexible spending account for medical and dependent care expenses under a new or existing plan established or maintained under Section 129 of the Code (“Purchaser’s FSA”), for each Employee who, on or prior to limit the right of TopCo such date, is a participant in a flexible spending account for medical or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO dependent care expenses under a Seller Benefit Plan or other employee benefit plan or arrangement in accordance (“Seller’s FSA”). In a manner agreed by the parties and consistent with its terms.Internal Revenue Service Ruling 2002-32, Seller’s FSA shall transfer to Purchaser’s FSA, as soon as practicable after the Closing Date, the Employees’ account balances and liabilities under Seller’s FSA, and Purchaser’s FSA shall accept responsibility therefore, including responsibility for reimbursement of eligible claims incurred prior to the Closing Date. 28

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Bank or any of its Subsidiaries immediately prior to the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo (“Covered Employees”) shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, automatically become employees of MSLO Purchaser as of the Closing who continue employment for the purposes of the Purchaser Benefit Plans and shall receive credit for unused vacation time and their years of service with TopCo or any the Bank in calculating their vacation time under Purchaser’s applicable paid time off policies. Effective as of its Subsidiariesthe Closing, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive Purchaser shall maintain employee benefit plans and compensation opportunities or other bonus plans (other than for the commission sales plan set forth benefit of Covered Employees that provide employee benefits and compensation opportunities that, in Section 6.11(a) of the MSLO Disclosure Schedule)) aggregate, are substantially comparable to the employee benefits and compensation opportunities that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timePurchaser under the Purchaser Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Purchaser Benefit Plan; (ii) until December 31such time as Purchaser shall cause the Covered Employees to participate in the Purchaser Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree corresponding Employee Benefit Plans for which the Bank or a Bank subsidiary is the plan sponsor shall be deemed to keep satisfy the foregoing provisions of this sentence (it being understood that participation in effect all employee benefits (excluding equity-based compensation) that are applicable the Purchaser Benefit Plans may commence at different times with respect to employees of MSLO as of the date hereof each Purchaser Benefit Plan); and (yiii) notwithstanding if any Covered Employee is terminated by Purchaser without cause on or before the immediately preceding clause (x), until the one year first anniversary of the Closing Dateand is not entitled to contractual severance or change in control benefits, TopCo and the MSLO Surviving Corporation agree such Covered Employee shall be provided with severance in an amount equal to keep one (1) week’s base salary, as in effect all severance plansimmediately prior to such termination, practices for each whole year of continuous service with the Bank and policies that are applicable to employees of MSLO as of the date hereof its Subsidiaries and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate predecessors, including any service after the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsClosing.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo Company or any of its SubsidiariesSubsidiaries immediately prior to the Closing, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) except for such individuals who shall have entered into an employment agreement with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately Acquiror prior to the Effective Time, (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing for the purposes of the Acquiror Benefit Plans and (ii) shall receive credit for unused vacation time and their years of service with the Company in calculating their vacation time under Acquiror’s applicable paid time off policies. As soon as administratively practicable following the Closing, Acquiror shall, or shall cause the Surviving Entity to, maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits (excluding equity-based compensation) and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; (ii) until December 31such time as Acquiror shall cause the Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree corresponding Company Benefit Plans shall be deemed to keep satisfy the foregoing provisions of this sentence (it being understood that participation in effect all employee benefits (excluding equity-based compensation) that are applicable the Acquiror Benefit Plans may commence at different times with respect to employees of MSLO as of the date hereof each Acquiror Benefit Plan); and (yiii) notwithstanding if any Covered Employee is terminated by Acquiror without cause on or before the immediately preceding clause (x), until the one year first anniversary of the Closing Dateand is not entitled to contractual severance or change in control benefits, TopCo and the MSLO Surviving Corporation agree to keep such Covered Employee shall be provided with severance benefits as described in effect all severance plans, practices and policies that are applicable to employees of MSLO as Section 7.5 of the date hereof and set forth on Section 6.11(a) of the MSLO Acquiror Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsSchedules.

Employees and Employee Benefits. (a) For Employees - Offer of Employment; Continued Employment; Severance. Purchaser shall offer employment as of 12:01 a.m. on the day immediately following the Closing Date to (i) each Employee at the Mountaintop Facility and (ii) those other Employees listed on Schedule 7.4(a)(1) (the "Non-Mountaintop Employees"), at the same or comparable position and at a period beginning rate of pay at least equal to the Employee's rate of pay in effect on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo with benefits which shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior be comparable to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-Purchaser's similarly situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO Employees as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo provided, however, that offers of employment to Inactive Employees shall, subject to Section 7.4(e), not be made until such time as such Employee returns to active status and provided, further, that as to those Non-Mountaintop Employees designated as "Conditional" on Schedule 7.4(a)(1), such offers shall be conditioned upon such Employee's agreement to relocate, at Purchaser's expense in accordance with Purchaser's relocation policy, to a Purchaser work location if requested by Purchaser. Seller shall use its commercially reasonable best efforts to assist Purchaser in hiring those Employees to whom Purchaser extends an offer of employment. For purposes of this Section 7.4, references to "pay" shall include base pay plus any commission, bonus or incentive pay, but exclude retention and retention/performance allowances. With respect to Affected Employees at the MSLO Surviving Corporation agree to keep in effect all severance plansMountaintop Facility only, practices and policies that are applicable to employees such employment shall be at a location within a 25-mile radius of MSLO the Affected Employee's location of employment as of the date hereof and Closing Date. Schedule 7.4(a)(2) (which shall be updated by Seller on the Closing Date) shall set forth on Section 6.11(athe name of each Employee, and his or her current rate of pay, position and date of hire. Purchaser shall have no obligation whatsoever with regard to (i) former employees of the MSLO Disclosure Schedule. Nothing herein Business who are retired, or who are not or shall have ceased to be Employees as of the Closing Date, (ii) Employees who do not accept the offer of employment or continuation of employment given by Purchaser in accordance with this Section 7.4(a) or (iii) formerly active Employees of the Business who are on inactive status for any reason as of the Closing Date; except that Purchaser shall be deemed obligated to limit offer employment to those inactive Employees referenced in (iii) if and when they cease inactive status in accordance with Section 7.4(f) below. Purchaser shall be solely responsible for all wages and other compensation (including bonuses, incentive payments and commissions) accruing after the right of TopCo Closing Date with respect to the Affected Employees, as well as compliance with all legal duties owed to such Employees or their statutory bargaining representatives following the Closing Date. Purchaser may, at its discretion but subject to any of their respective Affiliates to (A) terminate existing collective bargaining agreements, change the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment after the Closing Date except for (i) the location requirement described in this Section 7.4(a) and (ii) the pay and benefits comparability requirements described in this Section 7.4(a). To the extent allowed by law, each Employee hired by Purchaser in connection with this transaction shall be provided credit, under each Purchaser Plan (including any severance plan) for which such Employee is or becomes eligible, for all service with Seller and its Affiliates to the same extent as such service was credited for the same respective benefits purposes as of the Closing Date by Seller and its Affiliates, but nothing in this sentence shall entitle any such Employee to commence participation in any Purchaser Plan as of any date prior to the Closing Date or to have any contribution made on his or her behalf to any Purchaser Plan with respect to any service credited for any Continuing Employeeperiod prior to the Closing Date, or (C) change or modify to duplicate any Sequential benefit provided under Seller's Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsPlans.

Employees and Employee Benefits. (a) For Schedule 6.2 sets forth a period beginning list of all employees of the Business as of April 10, 2001. At least 15 days prior to the Closing, Buyer shall notify Seller of those employees listed on Schedule 6.2 which Buyer wishes the Company to continue to employ after the Closing Date and continuing thereafter for 12 months(those employees to be retained by the Company after the Closing being collectively called "Business Employees"), subject to any contractual obligations that may applyand, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO provided such individuals are employed by the Company as of the Closing who continue employment with TopCo Closing, Buyer shall cause the Company (or any of its Subsidiaries, including MSLO Surviving Corporation, following successor entity) to continue to employ after the Closing (the “Continuing all Business Employees”) with , in each case (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than in the commission sales plan set forth same capacity in Section 6.11(a) of which they were employed by the MSLO Disclosure Schedule)) that are not less than those in effect Company immediately prior to the Effective TimeClosing Date, and (ii) employee benefits (excluding equity-based compensation) that are comparable in at the aggregate same salary and bonus level paid or payable to either those in effect for such Continuing Business Employees as was paid or payable immediately prior to the Effective Time Closing Date (until such salaries and bonuses are changed by the Company in the ordinary course of business) but in no event shall such level or those provided salaries or bonuses be decreased prior to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year first anniversary of the Closing Date, TopCo and (iii) with such benefits as are substantially comparable, in the MSLO Surviving Corporation agree aggregate, to keep in effect all severance plans, practices and policies that are applicable the benefits provided to similarly situated employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any timeBuyer, (Biv) change or modify providing each such Business Employee full service credit (equal at least to the terms or conditions of employment level existing immediately prior to the Closing Date) for vesting and for eligibility purposes under any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan hereafter adopted for Company employees ("Company Employee Plans"), and (v) providing that with respect to any medical, dental or arrangement other welfare benefits that are provided at any time to Business Employees under Company Employee Plans, any applicable pre-existing condition exclusions (to the extent satisfied under the comparable Employee Plan immediately prior to the Closing Date) be waived, and any expenses incurred before such time under the comparable Employee Plan be taken into account under such Company Employee Plan for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions. Buyer may also seek to employ current employees of the Company other than the Business Employees ("Other Employees"), and shall not be obligated to provide the rights and benefits described in accordance clauses (i) through (v) above with respect to Other Employees. Buyer shall not, and shall cause its termsAffiliates not to, provide any specific incentive or inducement to any Business Employees or Other Employees to choose to be covered under the health care continuation provisions of any Employee Plans, including without limitation the payment of all or portion of a Business Employee's "COBRA" premium.

Employees and Employee Benefits. (a) For a period beginning on All individuals employed by the Company or any of its Subsidiaries immediately prior to the Closing Date (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing for the purposes of the Acquiror Benefit Plans and continuing thereafter shall receive credit for 12 monthsunused vacation time and their years of service with the Company in calculating their vacation time under Acquiror’s applicable paid time off policies. As soon as administratively practicable following the Closing, subject to any contractual obligations that may apply, TopCo shall provideAcquiror shall, or shall cause MSLO the Surviving Corporation Entity to, maintain employee benefit plans and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than for the commission sales plan set forth benefit of Covered Employees that provide employee benefits and compensation opportunities that, in Section 6.11(a) of the MSLO Disclosure Schedule)) aggregate, are substantially comparable to the employee benefits and compensation opportunities that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided made available to similarly-situated employees of Sequential from time-to-timeAcquiror under the Acquiror Benefit Plans; provided, provided however, that, : (xi) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; (ii) until December 31such time as Acquiror shall cause the Covered Employees to participate in the Acquiror Benefit Plans, 2015, Topco and a Covered Employee’s continued participation in the MSLO Surviving Corporation agree corresponding Company Benefit Plans shall be deemed to keep satisfy the foregoing provisions of this sentence (it being understood that participation in effect all employee benefits (excluding equity-based compensation) that are applicable the Acquiror Benefit Plans may commence at different times with respect to employees of MSLO as of the date hereof each Acquiror Benefit Plan); and (yiii) notwithstanding if any Covered Employee is terminated by Acquiror without cause on or before the immediately preceding clause (x), until the one year first anniversary of the Closing Dateand is not entitled to contractual severance or change in control benefits, TopCo and the MSLO Surviving Corporation agree to keep such Covered Employee shall be provided with severance benefits as described in effect all severance plans, practices and policies that are applicable to employees of MSLO as Section 7.4 of the date hereof and set forth on Section 6.11(a) of the MSLO Acquiror Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsSchedules.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date Purchaser understands and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided acknowledges that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO effective as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo the employee benefits currently provided to Employees under the Employee Benefit Plans listed on Schedule 3.15 shall terminate (except to the extent benefits under any Employee Benefit Plan may be available after the Closing under the terms of any such plan, to the extent required by Law). Following the Closing, Purchaser covenants to Seller to comply with all applicable Law regarding the continuance of current compensation and benefits for the MSLO Surviving Corporation agree Employees. Except to keep in effect all severance plansthe extent that any employee benefits will continue to be available to the Employees under any Employee Benefit Plans, practices and policies that are applicable Purchaser shall either provide employee benefits to the Employees under one or more employee benefit plans offered by Purchaser to its employees or to employees of MSLO other companies affiliated with Purchaser or shall establish new employee benefit plans for the Employees (any such employee benefit plans are referred to as of “Purchaser Sponsored Plans”). Purchaser shall use commercially reasonable efforts to provide, where applicable, that: (i) any waiting periods or limitations regarding pre-existing conditions with respect to the date hereof Employees and set forth on Section 6.11(atheir beneficiaries under any Purchaser Sponsored Plans will be waived to the extent waived or satisfied under the applicable Employee Benefit Plan; (ii) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of covered expenses incurred by an Employee under any Continuing Employee at any time, (B) change or modify the terms or conditions of employment Benefit Plan for any Continuing Employeeplan period prior to the Closing will be credited towards any deductibles, limits or (C) change or modify out-of-pocket maximums under any Sequential Employee Benefit Plan; and (iii) each Purchaser Sponsored Plan will give each Employee credit for such Employee’s service with the Company and its respective predecessor companies prior to the Closing for eligibility and vesting purposes only, MSLO to the extent such service was credited under the applicable Employee Benefit Plan or other employee benefit plan or arrangement in accordance with its termsPlan.

Employees and Employee Benefits. (aParent and the Company agree that, except as provided in Section 4.1(b)(vii) For a period beginning on of the Closing Date and continuing thereafter for 12 monthsCompany Disclosure Letter, subject all employees of the Acquired Companies immediately prior to any contractual obligations that may apply, TopCo the Effective Time shall provide, or shall cause MSLO be employed by the Surviving Corporation and its Subsidiaries immediately after the Effective Time; provided, that, neither Parent nor the Surviving Corporation shall have any obligation under this Agreement to providecontinue the employment of any such employees following the Effective Time. Prior to the Closing, the Company shall use its Commercially Reasonable Efforts to obtain from each employee listed on Section 4.1(b)(vii) of the Company Disclosure Letter a release signed by each such employee, substantially in the form of Exhibit I attached hereto. Parent and the Surviving Corporation agree that, for a period of 12 months after the Effective Time, the Surviving Corporation shall provide all employees of MSLO as of the Closing who continue employment Surviving Corporation and its Subsidiaries with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans and employee benefits (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)severance, equity-based compensation, deal-based payments or non-qualified deferred compensation) that are substantially similar to the compensation and employee benefits provided to the employees of the Acquired Companies immediately prior to the Effective Time under the Acquired Company Employee Plans; provided, however, that the costs of providing such benefits shall not less than those in effect exceed 110% of the costs of providing such benefits pursuant to the relevant Acquired Company Employee Plans immediately prior to the Effective Time. To the extent the same exist, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep shall be responsible for the continuation of health plan coverage, in effect all accordance with the requirements of COBRA and Sections 601 through 608 of ERISA, for any employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof Acquired Companies or qualified beneficiary under a Company health plan who is already receiving COBRA benefits or who loses health coverage in connection with the transactions contemplated in this Agreement. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985 and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Scheduleregulations promulgated thereunder. Nothing herein express or implied shall be deemed to limit confer upon any of the right employees of TopCo the Acquired Companies, the Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective Affiliates Affiliates, any rights or remedies, including any right to (A) terminate the any particular form of compensation or employee benefit or to employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of continued employment for any Continuing Employeespecified period, of any nature or (C) change kind whatsoever under or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsby reason of this Agreement.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO 2.7.1 Effective as of the Closing who continue employment with TopCo or any close of its Subsidiaries, including MSLO Surviving Corporation, following business on the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect last business day immediately prior to the Effective TimeClosing Date, Seller shall terminate the employment of each of (i) its hourly employees of the Business and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated salaried employees of Sequential from time-to-time, provided that, the Business designated by Purchaser in writing (x) until December 31, 2015, Topco the “Offered Employees”). Purchaser shall offer employment to all Offered Employees on terms in Purchaser’s absolute discretion. Any Offered Employee is and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed terminable at the will of Purchaser or as otherwise agreed to limit between Purchaser and Offered Employee. Purchaser shall have the right of TopCo or sole and complete discretion to change any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment, compensation or benefits relating to any Offered Employee at any time. Purchaser shall not have any responsibility, liability or obligation, whether primarily or as a successor employer, with respect to any Seller Employee Liabilities. Seller hereby consents to the hiring of the Offered Employees and waives, with respect to the Columbia 923192 v7 ASSET PURCHASE AGREEMENT SONOCO PRODUCTS COMPANY & CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC. PAGE 15 employment of such Offered Employees, any claims or rights Seller may have against Purchaser or Offered Employee under any non-competition, confidentiality or employment agreement pertaining principally to the Business. Seller shall promptly pay directly to each of the Offered Employees and to any Employee Benefit Plans with respect to the Offered Employees that portion of those wages and benefits which have been accrued on behalf of the Offered Employees as of and through the Closing Date, said payments to be made within a reasonable time, and Purchaser shall have or assume no liability therefore. Any Offered Employees of Seller hired by Purchaser shall have the right to participate in such benefit programs as may be established by Purchaser, in its sole discretion, for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termssimilarly situated employees of the Purchaser.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date Purchaser understands and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided acknowledges that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO effective as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable employee benefits currently provided to employees of MSLO as the Company under the Employee Benefit Plans listed on Schedule 3.15 shall terminate (except to the extent benefits under any Employee Benefit Plan may be available after the Closing under the terms of any such plan, to the extent required by Law). Following the Closing, Purchaser covenants to Seller to comply with all applicable Law regarding the continuance of current compensation and benefits for the Employees. Without limitation of the date hereof foregoing, following the Closing, Purchaser shall for non-United States Employees continue to provide the same or improved compensation and set forth on Section 6.11(abenefits, and for United States Employees shall provide at least compensation and benefits competitive in the Company's industry, including without limitation 401(k), medical, dental, life insurance, disability and severance plans. Except to the extent that any such employee benefits will continue to be available to the Employees under any Employee Benefit Plans, Purchaser shall either provide such employee benefits to the Employees under one or more employee benefit plans offered by Purchaser to its employees or to employees of other companies affiliated with Purchaser or shall establish new employee benefit plans for the Employees (any such employee benefit plans are referred to as "Purchaser Sponsored Plans"). Purchaser shall use commercially reasonable efforts to provide, where applicable, that: (i) of any waiting periods or limitations regarding pre-existing conditions with respect to the MSLO Disclosure Schedule. Nothing herein shall Employees and their beneficiaries under any Purchaser Sponsored Plans will be deemed waived to limit the right of TopCo extent waived or satisfied under the applicable Employee Benefit Plan; (ii) any of their respective Affiliates to (A) terminate the employment of covered expenses incurred by a Employee under any Continuing Employee at any time, (B) change or modify the terms or conditions of employment Benefit Plan for any Continuing Employeeplan period prior to the Closing will be credited towards any deductibles, limits or (C) change or modify out-of-pocket maximums under any Sequential Employee Benefit Plan; and (iii) each Purchaser Sponsored Plan will give each Employee credit for such Employee's service with the Company and its respective predecessor companies prior to the Closing for eligibility and vesting purposes only, MSLO to the extent such service was credited under the applicable Employee Benefit Plan or other employee benefit plan or arrangement in accordance with its termsPlan.

Employees and Employee Benefits. (a) Effective as of the Closing, Buyer shall assume the PEO Agreement and continue to employee the PEO Employees as co-employees with TriNet pursuant to the PEO Agreement. Buyer shall, following the Closing, promptly notify the PEO Employees in writing of its assumption of the PEO Agreement. For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those 45 days from the Closing Date, Buyer expects to maintain in full force and effect the PEO Agreement and, to the extent permitted by the PEO Agreement and by applicable law, expects TriNet to maintain any employee benefit plans in effect immediately prior to the Effective TimeClosing Date until such time as the PEO Agreement is terminated. If applicable, effective upon the termination of the PEO Agreement, Buyer may elect for some or all of the PEO Employees to become sole employees of Buyer and to participate in the employee benefit plans and programs, if any, on the same basis as similarly situated employees of Buyer. With respect to any Non-PEO Employees, on or before the Closing Date, but subject to Buyer’s standard employment screening policies and procedures, Buyer shall offer “at will” employment to substantially all Non-PEO Employees of Seller with such employment with Buyer commencing on the Closing Date, and subject to such terms and conditions as Buyer shall determine. PEO Employees who continue to be employed by Buyer pursuant to the PEO Agreement and Non-PEO Employees who accept Buyer’s offer of employment and commence employment with Buyer as of the Closing Date shall be referred to as a “Hired Employee” and shall be collectively referred to as the “Hired Employees.” On or prior to the Closing Date, Seller will terminate the employment of the Hired Employees and make all payments to the Hired Employees required under any federal, state, or local Law applicable to Seller, including, without limitation, the payment of accrued wages, bonuses, vacation time, severance or separation pay. For all Hired Employees, effective on the Closing Date, Seller and Buyer agree for tax purposes to treat Buyer as the “successor employer” and to treat Seller as the “predecessor employer” within the meaning of Section 3121(a)(1) of the Code. Notwithstanding the foregoing, (i) with respect to each Hired Employee, nothing in this Agreement shall constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration, and (ii) employee benefits subject to applicable Law, each Hired Employee will be employed “at will” and any Hired Employee may be terminated by Buyer at any time for any reason (excluding equity-based compensation) that are comparable in the aggregate subject to either those in effect for such Continuing Employees immediately prior any written commitments to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (xcontrary made by Buyer), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein in this Agreement shall be deemed to limit the prevent or restrict in any way any right of TopCo Buyer or its designee, subject to applicable Law, to terminate, reassign, promote or demote any of their respective Affiliates Hired Employee after the Closing or to (A) terminate change adversely or favorably the employment of any Continuing Employee at any timetitle, (B) change powers, duties, responsibilities, functions, locations, salaries, other compensation or modify the terms or conditions of employment for of such Hired Employee. The parties acknowledge and agree that the Hired Employees will cease to participate in and accrue any Continuing Employeebenefits under the Benefit Plans of Seller or its ERISA Affiliates as of the Closing Date and that, or as soon as practicable following the Closing Date (C) change or modify any Sequential Benefit Planand in all cases, MSLO Benefit Plan or other employee consistent with the Buyer’s benefit plan or arrangement documents), the Hired Employees will commence participation in accordance with its termsthe benefit plans of Buyer (which may, for the avoidance of doubt, include the Assumed Benefit Plans) or, as applicable, benefit plans offered by TriNet.

Employees and Employee Benefits. (a) For a period beginning Purchaser shall offer employment, commencing on the Closing Date, to all Business Employees who are actively employed by Seller or one of the Retained Subsidiaries on the day immediately preceding the Closing Date, and those Business Employees of Seller or any Retained Subsidiary who are placed on disability, or who otherwise go on leave and cease to be on active payroll of Seller or one of the Retained Subsidiaries, after the date hereof and prior to the Closing Date and continuing thereafter for 12 months(provided, subject however, that Purchaser shall only be required to offer employment to any contractual obligations that such Business Employee if he or she returns to active employment within six months (or, for any such Business Employee on maternity, parental or other family leave, within such longer period as may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as be required by applicable Law) of the Closing Date), and who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan are set forth on Schedule 5.13(c), on an “at-will” basis (except in Section 6.11(a) the case of the MSLO Disclosure Schedule)Canada Employees or where prohibited by applicable Law) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits at a wage and salary level (excluding performance-based or incentive compensation, bonuses and equity-based compensation) that is the same as that provided to such employees on the day preceding the Closing Date. Purchaser shall offer employment to all actively employed Canada Employees with such terms that are comparable sufficient to avoid any obligation to provide severance or any similar payment under applicable Law as a result of the termination of such Business Employee’s employment by Seller or the Subsidiaries. Not later than fifteen (15) Business Days after the date hereof, Seller shall provide Purchaser with all information regarding the Canada Employees necessary for Purchaser to make offers of employment to such Canada Employees in accordance with the aggregate preceding sentence. For the avoidance of doubt, each Business Employee of each Transferred Subsidiary shall continue to either those in effect for be employed by or provide services to the respective Transferred Subsidiary as of the Closing, pursuant to the same terms of employment or service that are applicable to such Continuing Employees Business Employee immediately prior to the Effective Time Closing, and (unless otherwise provided by applicable Law) each such Business Employee shall not be treated as undergoing a termination of employment or those provided service as a result of the consummation of the transactions contemplated by this Agreement. Seller shall make no promises, representations or guarantees to similarlythe Business Employees about the possibility of their being hired or employed by Purchaser. Nothing in this Section 7.8(a) shall obligate or otherwise require Purchaser to employ or otherwise retain any Business Employee for any length of time. Seller shall provide Purchaser with reasonable access to such employees and shall not, with respect to the Business, enforce against any such employee any confidentiality, non-situated compete, non-solicit or similar contractual obligations, or otherwise assert with respect to any such employee or Purchaser or any of its Affiliates claims that would otherwise prohibit or restrict such employee’s employment with Purchaser. Such employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco who accept and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO commence employment with Purchaser as of the Closing Date (or, with respect to Business Employees who are placed on disability or who otherwise go on leave and cease to be on active payroll of Seller or one of the Retained Subsidiaries after the date hereof and prior to the Closing Date, within six months (yor, for any such Business Employee on maternity, parental or other family leave, within such longer period as may be required by applicable Law) notwithstanding following the immediately preceding clause (x), until Closing Date to the one year anniversary extent they are on disability or not on active payroll as of the Closing Date), TopCo and together with those Business Employees who are employed by a Transferred Subsidiary on the MSLO Surviving Corporation agree day immediately preceding the Closing Date, are referred to keep in effect all collectively as the “Transferred Employees.” Seller shall be responsible for (i) the payment of any termination or severance plans, practices and policies payments (including under the KERP) that are applicable to employees owed and (ii) the provision of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit health plan or arrangement continuation coverage in accordance with its termsthe requirements of COBRA or any similar applicable Law, as applicable, for any Business Employees (including their eligible spouses and dependents) that are not actively employed by Seller or one of the Subsidiaries on the day immediately preceding the Closing Date that in each case result from such Business Employees’ employment by Seller or such Subsidiary, other than any termination or severance payments (including under the KERP) to the extent payable as a result of the transactions contemplated by this Agreement. Purchaser shall be responsible for (i) the payment of any termination or severance payments (including under the KERP) that are owed and (ii) the provision of health plan continuation coverage in accordance with the requirements of COBRA or any similar applicable Law, as applicable, for any Business Employees (including their eligible spouses and dependents) that are actively employed by Seller or one of the Subsidiaries on the day immediately preceding the Closing Date that in each case result from such Business Employees’ employment by Seller or such Subsidiary and for all termination or severance payments (including under the KERP) to the extent payable as a result of the transactions contemplated by this Agreement.

Employees and Employee Benefits. (a) No earlier than two (2) Business Days prior to, and no later than, Closing, the Sellers shall provide to Buyer an updated version of Schedule 2.15(a) that is true and complete as of such date. For a period beginning on the Closing Date and continuing thereafter for 12 monthstwelve (12) months (the “Continuation Period”, subject to any contractual obligations provided, that may applyfor purposes of subclause (iii) below the Continuation Period shall, TopCo in no event, extend beyond December 31, 2021), Buyer shall provide, or shall cause MSLO Surviving Corporation the Transferred Companies and its Subsidiaries their respective Affiliates to provide, employees of MSLO Business Employees as of the Closing who continue employment with TopCo the Transferred Companies or any of its Subsidiaries, including MSLO Surviving Corporation, their respective Subsidiaries following the Closing (the “Continuing Employees”) with (i) wage or base salary levels or wage rates that are no less favorable than those provided to such Continuing Employee by the Transferred Companies or their respective Subsidiaries immediately prior to the Closing; (but not any shortii) target annual cash bonus opportunities and target long-term incentive compensation opportunities or other bonus plans (other than excluding, for the commission sales plan set forth avoidance of doubt, compensation paid under any deferred compensation, defined benefit, retention, change in Section 6.11(a) of the MSLO Disclosure Schedule)control and equity-related compensation arrangements) that are not no less favorable in the aggregate than those in effect provided to such Continuing Employees by the Transferred Companies or their respective Subsidiaries immediately prior to the Effective Time, Closing and disclosed in Schedule 2.16(a)(i); (iiiii) employee benefits (excluding equity-based compensationbased, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) and nonqualified deferred compensation plans) that are comparable no less favorable in the aggregate to either those in effect for such Continuing Employees immediately prior to than the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensationbased, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) that are applicable and nonqualified deferred compensation plans) provided to employees each such Continuing Employee by the Transferred Companies or their respective Subsidiaries immediately prior to the Closing; and (iv) with respect to any Continuing Employee whose employment is terminated by Buyer during the Continuation Period, Buyer shall provide, or shall cause its Affiliates to provide, severance benefits to such Continuing Employee, which shall be determined and payable in accordance with the severance benefit plan, agreement or policy maintained by the Sellers or any of MSLO their Affiliates for the benefit of such Continuing Employee as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of Schedule 4.5(a), taking into account all service with the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit Sellers, the right of TopCo Transferred Companies or any of their respective Subsidiaries, Buyer and their respective Affiliates to (A) terminate in determining the employment amount of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its termsseverance benefits payable.

Employees and Employee Benefits. (a) For a period beginning Prior to the Closing, Buyers shall offer, or cause to be offered, employment, effective as of and contingent on the Closing Date and continuing thereafter for 12 monthsClosing, subject to each Designated Employee who is actively employed in a country which is not an Automatic Transfer Country and: (i) with respect to any contractual obligations that may applyDesignated Employee who, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue Closing, is receiving short term disability benefits from Seller or its Affiliates, Buyers shall offer employment to such employee commencing on such date as the Designated Employee is able to return to active employment, provided that such employee is able to return to active employment at or before the end of his or her short term disability period; (ii) with respect to any Designated Employee who, as of the Closing, is receiving long term disability benefits from Seller or its Affiliates, Buyers shall offer employment to such employee commencing on such date as the Designated Employee is able to return to active employment; provided that such employee is able to return to active employment with TopCo or any Buyers within six (6) months of its Subsidiaries, including MSLO Surviving Corporation, following the Closing Closing; and (the “Continuing Employees”iii) with respect to any Designated Employee who, as of the Closing, is on leave of absence not described in clause (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) or who has a right to reemployment under the Uniformed Services Employment and Reemployment Rights Act, as amended, or any other applicable Law, Buyers shall offer employment to such employee commencing on such date as the Designated Employee’s leave ends or otherwise in accordance with applicable Law. All such offers of employment shall be made in accordance with all applicable laws and regulations and shall offer terms of employment (including, without limitation, salary levels, bonus opportunities, commissions, welfare benefits, vacation, fringe benefits (and work location but excluding equity-equity based compensation) that compensation or benefits), which are substantially comparable in to those which were provided to the aggregate to either those in effect for such Continuing Designated Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo except to the extent terms and conditions of employment are governed by a Collective Bargaining Agreement in which case the MSLO Surviving Corporation offer of employment shall be made on terms and conditions consistent with such Collective Bargaining Agreement. Designated Employees who accept such offer of employment with Buyers, together with employees who are employed at a B&K Company or any Subsidiary thereof immediately prior to the Closing are referred to herein as “Affected Employees”. ASD and Buyers and any relevant Asset Seller and Asset Buyer acknowledge and agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as the sale of the date hereof Purchased Assets in Automatic Transfer Countries by ASD to Buyers and set forth on Section 6.11(a) any relevant Asset Seller to Asset Buyers is subject to the application of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to Transfer Regulations and that accordingly: (Ai) terminate the employment of any Continuing Employee at of the Designated Employees who are employed in any timeof the Automatic Transfer Countries immediately on or before Closing shall not be terminated for a reason arising from or connected in any way with this Agreement; and (ii) subject to the provisions of Section 2.4 and the remainder of Section 7.6, (B) change by virtue of the Transfer Regulations all of the relevant Asset Seller’s rights, powers, duties and liabilities under or modify the terms or conditions in connection with any contract of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement with such Designated Employees still in accordance with its termsforce immediately before Closing shall be transferred to the relevant Asset Buyer.

Employees and Employee Benefits. (a) For a period beginning on the Closing Date Purchaser understands and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided acknowledges that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO effective as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo the employee benefits currently provided to Employees under the Employee Benefit Plans listed on Schedule 3.15 shall terminate (except to the extent benefits under any Employee Benefit Plan may be available after the Closing under the terms of any such plan, to the extent required by Law). Following the Closing, Purchaser covenants to Sellers to comply with all applicable Law regarding the continuance of current compensation and benefits for the MSLO Surviving Corporation agree Employees. Except to keep in effect all severance plansthe extent that any employee benefits will continue to be available to the Employees under any Employee Benefit Plans, practices and policies that are applicable Purchaser shall either provide employee benefits to the Employees under one or more employee benefit plans offered by Purchaser to its employees or to employees of MSLO other companies affiliated with Purchaser or shall establish new employee benefit plans for the Employees (any such employee benefit plans are referred to as of “Purchaser Sponsored Plans”). Purchaser shall use commercially reasonable efforts to provide, where applicable, that: (i) any waiting periods or limitations regarding pre-existing conditions with respect to the date hereof Employees and set forth on Section 6.11(atheir beneficiaries under any Purchaser Sponsored Plans will be waived to the extent waived or satisfied under the applicable Employee Benefit Plan; (ii) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of covered expenses incurred by an Employee under any Continuing Employee at any time, (B) change or modify the terms or conditions of employment Benefit Plan for any Continuing Employeeplan period prior to the Closing will be credited towards any deductibles, limits or (C) change or modify out-of-pocket maximums under any Sequential Employee Benefit Plan; and (iii) each Purchaser Sponsored Plan will give each Employee credit for such Employee’s service with the Company and its respective predecessor companies prior to the Closing for eligibility and vesting purposes only, MSLO to the extent such service was credited under the applicable Employee Benefit Plan or other employee benefit plan or arrangement in accordance with its termsPlan.