Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to it.

Employees and Employee Benefits. (a) Purchaser During the period commencing at the effective time of the Merger (the “Effective Time”) and ending on the two-year (2) anniversary of the Effective Time (the “Continuation Period”), Purchasers and the Surviving Company and EFIH shall offer employmentcause Oncor or Oncor Holdings to provide each individual who is an employee of Oncor prior to and as of the Effective Time (each, within an “Oncor Employee”) with (i) a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly wage rate that is no less favorable than that provided to such Oncor Employee immediately prior to the Effective Time, (ii) aggregate incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time. (b) During the Continuation Period, Oncor Holdings and Oncor shall not, and Purchasers and the Surviving Company and EFIH shall cause each of Oncor Holdings and Oncor not to, implement any material involuntary workforce reductions (with respect to either field or hourly rate corporate personnel) of paythe Oncor Employees. (c) From and after the Effective Time, each of Oncor Holdings and Oncor shall, and Purchasers shall exercise all rights as a direct or indirect equityholder of Oncor Holdings and Oncor to cause Oncor Holdings and Oncor to, fully satisfy, fulfill and discharge any obligations to current and former Oncor Employees under the Assumed Plans; provided that, nothing herein shall prevent the amendment or termination of any such plans in accordance with their terms by Oncor Holdings and/or Oncor, and Oncor Holdings and Oncor shall each continue to have any rights, privileges or powers under the Assumed Plans. (d) Notwithstanding any other provision of this Section 8 with respect to any Oncor Employee immediately following the Effective Time whose terms and conditions of employment are covered by a collective bargaining agreement (“CBA”), the terms and conditions of such Oncor Employee’s employment shall be governed by the terms of the applicable CBA, as may be modified from time to time. (e) Each party hereto hereby acknowledges that, with respect to any employee listed on Exhibit D hereto, a “change in control” or “change of control” within the meaning of each Assumed Plan in which such employee is a participant or to which such employee is a party will occur as a result of the consummation of the Purchase Transaction. For each employee listed on Exhibit D who chooses to retire from or terminate his or her service with the Oncor Entities in connection with the closing of the Purchase Transaction and so notified Purchaser within three (3) months following the Purchase Closing Date, Purchasers agree to pay any and all benefits (including change in control benefits) to all Applicable which such individual would be entitled in connection with such retirement or termination, treating such retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Assumed Plans. (f) In the event that any Oncor Employee becomes a participant in any employee benefit plan of Purchasers or its Subsidiaries, Purchasers shall use commercially reasonable efforts to cause any employee benefit plans in which such Oncor Employee is entitled to participate to take into account for purposes of eligibility and vesting thereunder, service of such Oncor Employees with Oncor Holdings or Oncor, as applicable, prior to the Effective Time as if such service were with Purchasers or its Subsidiaries to the extent provided in accordance with the terms of such employee benefit plans (except (i) with respect to any Oncor Employee who incurs a break in service after the Purchase Closing Date and is subsequently hired, such service will only be credited to the extent such service would have been credited and/or restored in accordance with the terms of a comparable benefit plan immediately prior to the Purchase Closing Date, or (ii) to the extent that it would result in (A) a duplication of benefits, (B) benefit accruals under any defined benefit pension plan (other than utilizing such years of service in order to satisfy any requirements for future benefit accrual only under any defined benefit pension plan), or (C) service accrual for any purpose under any post-retirement welfare benefit plan). (g) The provisions of this Section 8 are solely for the benefit of the parties to this Letter Agreement, and no Oncor Employee or former Oncor Employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Letter Agreement, and nothing herein shall (i) be construed as an amendment to any Benefit Plan for any purpose, (ii) give any Oncor Employee or former Oncor Employee or any other individual associated therewith or any employee benefit plan or trustee thereof or any other third party any right to enforce the provisions of this Section 8 or (iii) obligate the Surviving Company, EFIH, Oncor Holdings or Oncor or any of their respective Affiliates (A) to, subject to Section 8(a)(iii), and as provided in the Split Participant Agreement (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of maintain any such Applicable Employee particular benefit plan, (B) to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate retain the employment of any particular employee or (C) to refrain from promoting or demoting any particular employee (or otherwise refrain from reassigning such person at any time and for any reason satisfactory employee to ita new position).

Employees and Employee Benefits. (a) Purchaser Prior to the Effective Time, PRE shall offer employmenttake all actions necessary or required under the ESPP and SSPP (together, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills “Purchase Plans”) and abilities any applicable Laws to: (with i) ensure that no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer offering period shall be effective authorized or commenced on or after the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes date of this Agreement, “Applicable Employees” means (iii) all active Employees no PRE employees will be permitted to begin participating in the Purchase Plans, and no existing participants in the Purchase Plans will be permitted to make additional deferrals or increase elective deferral rates in respect of the current offering period under such Purchase Plan, in each case, on or after the date of this Agreement and (iii) if the Closing shall occur prior to the end of the offering period in existence under the respective Purchase Plan, on the Closing Datedate of this Agreement, including Employees on temporary leave cause the rights of participants in such Purchase Plan, as applicable, with respect to any such offering period then underway to be determined by treating the last Business Day prior to the Effective Time as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under such Purchase Plan. PRE shall terminate each Purchase Plan in its entirety effective as of the Effective Time. Prior to the Effective Time, PRE shall take all actions (including, if appropriate, amending the terms of the Purchase Plans) that are necessary to give effect to the transactions contemplated by this Section 5.5. (b) With respect to any employee benefit plan maintained by the Amalgamated Company or any of its Affiliates in which any Continuing Employee becomes a participant, such Continuing Employee shall receive full credit for purposes of jury or annual two-week national service/military duty, Employees on vacation eligibility to participate and Employees on a regularly scheduled day off from work, and vesting thereunder (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall but not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon benefit accrual or vesting of equity compensation) for service with Axis or PRE or any of their respective Subsidiaries (or predecessor employers to the later extent Axis or PRE provides such past service credit) to the same extent that such service was recognized as of the Closing Date or Effective Time under a comparable plan of the return of such Applicable applicable entity in which the Continuing Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itparticipated.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date in and ending on the case twelve (12) month anniversary of the Closing Date (or, if shorter, during an Applicable Employee actively employed at employee’s period of employment following the ClosingClosing Date), Parent shall provide, or upon shall cause the return Surviving Corporation to provide, to the employees of the Company or its subsidiaries who are not represented by a labor organization and who continue to be employed by the Company or the Surviving Corporation or any such Applicable Employee to active employment in subsidiary or Affiliate thereof (the case of any other Applicable Employee. For purposes of this Agreement“Continuing Non-Union Employees”), “Applicable Employees” means (i) all active the same base salary and wage rate as the base salary and wage rate provided to such Continuing Non-Union Employee immediately prior to the Effective Time, (ii) employee incentive compensation opportunities which are no less favorable in the aggregate than the incentive compensation opportunities provided to such Continuing Non-Union Employees immediately prior to the Effective Time and (iii) employee benefits which are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to the employee benefits provided to such Continuing Non-Union Employees immediately prior to the Effective Time. Commencing on the Closing Date, including Employees on temporary leave for purposes the Surviving Corporation shall observe the terms of jury all existing Collective Bargaining Agreements that govern the wages, hours and other terms and conditions of employment of employees of the Company or annual twoits subsidiaries who are covered by such Collective Bargaining Agreements and who continued to be employed by the Company or the Surviving Corporation or any subsidiary or Affiliate thereof (the “Continuing Union-week national service/military dutyRepresented Employees”). (b) (i) For the twelve (12) month period following the Closing Date, Employees on vacation and Employees on a regularly scheduled day off from workParent shall provide, or shall cause the Surviving Corporation to provide, to the Continuing Non-Union Employees, severance benefits which are no less favorable than those set forth in Section 6.9(b)(i) of the Company Disclosure Schedule and (ii) Employees who on from and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor, in accordance with their terms, all Company Plans set forth in Section 6.9(b)(ii) of the Company Disclosure Schedule (each, a “Company Agreement”); provided that nothing herein shall prevent the Surviving Corporation from amending or terminating any such Company Agreement in accordance with its terms. Parent and the Company hereby agree that the occurrence of the Closing Date are on maternity shall constitute a “Change in Control” for purposes of all Company Stock Plans, Company Plans and related trusts set forth in Section 6.9(b)(iii) of the Company Disclosure Schedule. (c) With respect to each benefit plan, program, practice, policy or paternity leavearrangement maintained by Parent or its subsidiaries (including the Surviving Corporation) following the Effective Time and in which any of the Continuing Non-Union Employees or Continuing Union-Represented Employees (collectively, educational leavethe “Continuing Employees”) participate (the “Parent Plans”), military leave and except to the extent necessary to avoid duplication of benefits, for purposes of determining eligibility to participate, vesting, accrual of and entitlement to benefits (but not for accrual of or entitlement to pension benefits, post-employment or retiree welfare benefits, special or early retirement programs or window separation programs), service with veteran’s reemployment rights under federal law, leave the Company and its subsidiaries (or predecessor employers to the extent the Company provides or has recognized past service credit) shall be treated as service with Parent and its subsidiaries. Each applicable Parent Plan shall waive eligibility waiting periods and pre-existing condition limitations to the extent waived or not included under the Family Medical Leave Act corresponding Company Plan. Parent agrees to use commercially reasonable efforts to give or cause its subsidiaries (including the Surviving Corporation) to give the Continuing Employees credit under the applicable Parent Plan for amounts paid prior to the Effective Time during the calendar year in which the Effective Time occurs under a corresponding Company Plan for purposes of 1993applying deductibles, approved personal leave, shortcopayments and out-term disability leave or medical leave, provided, however, that no of-pocket maximums as though such Employee shall be guaranteed reinstatement to active employment if he is incapable of working amounts had been paid in accordance with the policies, practices terms and procedures conditions of the Purchaser Parent Plan. (d) To the extent permitted by applicable Law, no later than thirty (30) days after the date hereof, the Company shall provide to Parent a schedule of all Company employees that sets forth the following information with respect to each individual listed: (i) the base compensation (salary or if his return wage rate), and bonus; (ii) the title, position and/or job classification, date of hire, credited service or seniority, (iii) full time versus part time status, active or leave status; (iv) location of each employee; and (v) a statement of the Company’s classification of each such position or job as exempt or non-exempt for purposes of the Federal Fair Labor Standards Act. Such schedule shall be true and complete as of the date or dates set forth on the schedule, each of which shall be no more than ten (10) days prior to employment is contrary the date of delivery. Parent shall, and shall cause its subsidiaries and Affiliates to: (A) not disclose such information to any third parties, (B) limit the distribution of such information within Parent to those with a legitimate need for such information and (C) not use such scheduled information to solicit or hire any employee of the Company or its subsidiaries. (e) The Company shall, and shall cause each of its subsidiaries to, comply in all material respects with each of their respective obligations under applicable Law before the Closing Date to inform and consult (or otherwise), under applicable Law and the terms of his leave; any Collective Bargaining Agreements that govern the wages, hours and further providedother terms and conditions of employment of employees of the Company or its subsidiaries, however that Purchaser shall not be required to offer employment with any labor organizations with respect to any Applicable Employee whose employment would not be permitted under Continuing Union-Represented Employees affected by the transactions contemplated by this Agreement. (f) Parent shall or shall cause the Surviving Corporation and its Affiliates to continue to honor all Collective Bargaining Agreements until their respective expiration, modification or amendment. To the extent required by Law or any applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment Collective Bargaining Agreement, Parent shall be a “Transferred Employee” for purposes of this Agreement assume or become party to any Collective Bargaining Agreements effective upon the later Closing. (g) At Parent’s request, the Company Board shall adopt resolutions providing that no rights to contributions will accrue after, and that all of the Company Plans sponsored or maintained by the Company or any of its subsidiaries that are defined contribution plans intended to be qualified within the meaning of Section 401(a) of the Code (the “Company 401(k) Plans”) shall be terminated, as of immediately prior to the Closing Date or (but conditioned upon the return occurrence of the Closing). The Company and Parent shall cooperate in good faith prior to the Closing with respect to the preparation and execution of all documentation necessary to effect the foregoing termination, and the Company shall provide Parent a reasonable opportunity to review and comment on all such Applicable Employee documentation. To the extent that the Company 401(k) Plans are terminated pursuant to active employment. A Transferred EmployeeParent’s employment with Purchaser request, the Continuing Employees shall be on an “at-will” basis, and nothing eligible to participate in a 401(k) plan maintained by Parent or any of its subsidiaries or Affiliates as soon as practicable following the Closing Date. (h) Nothing in this Agreement shall be deemed confer upon any Continuing Employee any right to constitute an employment agreement continue in the employ or service of Parent, the Surviving Corporation or any Affiliate of Parent, or shall interfere with any such person or to obligate Purchaser to employ any such person for any specific period of time or restrict in any specific position way the rights of Parent, the Surviving Corporation or any Affiliate of Parent, which rights are hereby expressly reserved, to restrict Purchaser’s right to discharge or terminate the employment services of any such person Continuing Employee at any time and for any reason satisfactory whatsoever, with or without cause, except to itthe extent expressly provided otherwise in a written agreement between Parent, the Surviving Corporation, the Company or any Affiliate of Parent and the Continuing Employee. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.9 shall (i) be deemed or construed to be an amendment or other modification of any Company Plan, Parent Plan or any other employee benefit plan, (ii) prevent Parent, the Surviving Corporation or any Affiliate of Parent from amending or terminating any Company Plans in accordance with their terms or (iii) create any third-party rights in any current or former service provider of the Company or its Affiliates (or any beneficiaries or dependents thereof).

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date in the case of an Applicable Employee actively employed at the Closingand continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or upon shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the return Closing who continue employment with TopCo or any of any such Applicable Employee to active employment in its Subsidiaries, including MSLO Surviving Corporation, following the case of any other Applicable Employee. For purposes of this Agreement, Closing (the “Applicable Continuing Employees” means ”) with (i) all active Employees on wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the Closing Date, including Employees on temporary leave for purposes commission sales plan set forth in Section 6.11(a) of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from workthe 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 who on 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 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 maternity Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or paternity leaveany of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, educational leave(B) change or modify the terms or conditions of employment for any Continuing Employee, military leave or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with veteran’s reemployment rights under federal law, leave its terms. (b) For all purposes under the Family Medical Leave Act of 1993employee benefit plans, approved personal leaveprograms and arrangements established or maintained by TopCo and its respective Affiliates in which Continuing Employees may be eligible to participate after the Closing (the “New Benefit Plans”), short-term disability leave or medical leave, provided, however, that no such each Continuing Employee shall be guaranteed reinstatement credited with the same amount of service as was credited by MSLO as of the Closing under similar or comparable MSLO Benefit Plans in which such Continuing Employee participated immediately prior to active employment the Closing (except (i) for purposes of benefit accrual under defined benefit plans and retiree medical arrangements or (ii) to the extent such credit would result in a duplication of benefits). In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Continuing Employees may be eligible to participate following the Closing, each Continuing Employee will immediately be eligible to participate in such New Benefit Plans, without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or comparable MSLO Benefit Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, TopCo shall cause all preexisting condition exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable MSLO Benefit Plan in which such Continuing Employee participated immediately prior to the Closing. TopCo shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the MSLO Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if he is incapable of working such amounts had been paid in accordance with such New Benefit Plan. (c) The terms of this Section 6.11 are included for the policies, practices and procedures sole benefit of the Purchaser or if his return to employment is contrary to the terms of his leave; respective parties hereto and further provided, however that Purchaser shall not be required to offer employment to confer any Applicable rights or remedies upon any Continuing Employee whose employment would not be permitted under applicable law and regulationor former employee of MSLO, any participant or beneficiary in any MSLO Benefit Plan or any other Person or Governmental Entity (whether as a third party beneficiary or otherwise) other than the parties hereto. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing Nothing contained in this Agreement shall (i) constitute or be deemed to constitute an employment agreement with amendment to any such person MSLO Benefit Plan or other compensation or benefit plan, policy, program or arrangement of MSLO, Sequential or any other Person, (ii) obligate TopCo or any of its Subsidiaries to obligate Purchaser to employ (A) maintain any such person for any specific period of time particular benefit plan or in any specific position arrangement or to restrict Purchaser’s right to terminate (B) retain the employment of any such person at particular employee; or (iii) prevent the MSLO Surviving Corporation, TopCo or any time and for of their Subsidiaries from amending or terminating any reason satisfactory to itbenefit plan or arrangement.

Employees and Employee Benefits. (a) Purchaser The individuals who as of the Effective Time were employees (other than employees subject to collective bargaining agreements) of the Company and who continue to be employed by the Company following the Effective Date (the “Affected Employees”) shall offer employment, within a reasonable commuting distance from receive credit for their respective service periods with the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills Company (and abilities its respective predecessors) before the Effective Time under the employee benefit plans of Parent and its affiliates (with no reduction in base salary or weekly or hourly rate other than the Company) after the Effective Time (the “New Plans”) for purposes of payeligibility and vesting (but not for purposes of benefit accrual) to all Applicable Employees the same extent as such Affected Employee was entitled, before the Effective Time, to credit for such service under any comparable Benefit Plans (as defined belowexcept to the extent such credit would result in a duplication of accrual of benefits). Such offer . (b) Without limiting the generality of Section 11.7, nothing herein expressed or implied shall be effective on confer upon any Affected Employee or any other current or former employee of the Closing Date in the case Company or upon any representative of an Applicable Employee actively employed at the Closingany such person, or upon the return any collective bargaining agent, any rights or remedies, including any third party beneficiary rights, any right to employment or continued employment for any specified period, or any right to employment upon any particular terms or conditions, of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes nature or kind whatsoever under or by reason of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement herein shall be deemed to constitute an employment agreement with amend or modify any such person New Plan or any other benefit plan of Purchaser, Parent or any of their Affiliates. (c) Effective no later than the day immediately prior to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to the Acceptance Time, the Company shall terminate the CoTherix, Inc. 401(k) Plan and any other Benefit Plan of the Company which is intended to include an arrangement pursuant to Section 401(k) of the Code (the “401(k) Plans”). Effective as of the Effective Date or such other date as Parent may designate to the Company in writing, the Company shall terminate all other Benefit Plans which Parent identifies to the Company a reasonable period prior to the Closing. Prior to the date on which Parent or Purchaser would become an ERISA Affiliate of the Company (with respect to the 401(k) Plans) and the Closing (with respect to other Benefit Plans), the Company shall provide Parent with evidence that the 401(k) Plans and such other Benefit Plans identified by Parent have been so terminated in accordance with their respective terms. The Company shall take such actions in furtherance of terminating the Section 401(k) Plans and such other Benefit Plans as Parent shall reasonably require. (d) On or after the Acceptance Time, Parent shall provide to the Company a list of employees of the Company to whom it desires to offer employment or continuing employment following the Closing. The Company shall provide a notice of any termination to all employees of the Company not so designated by Parent and to Governmental Entities, each as required by applicable state and federal Laws, including but not limited to those required by the Worker Adjustment and Retraining Notification Act (the “WARN Act”). The proposed forms of such person at any time notice and a schedule of all WARN Act-related payments shall be provided to Parent not less than five (5) Business Days prior to dispatch for any reason satisfactory to itParent’s review and approval.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from All individuals employed by the Branch Company or any of its Subsidiaries immediately prior to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in ("Covered Employees") shall automatically become employees of Acquiror as of the case of an Applicable Employee actively employed at Closing. Following the Closing, or upon Acquiror shall maintain employee benefit plans and compensation opportunities for the return benefit of any such Applicable Employee to active employment Covered Employees that provide employee benefits and compensation opportunities that, in the case aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of any other Applicable Employee. For purposes of this AgreementAcquiror under the Acquiror Benefit Plans; provided, “Applicable Employees” means however, that: (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury in no event shall any Covered Employee be eligible to participate in any closed or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees who on to participate in the Closing Date are on maternity or paternity leaveAcquiror Benefit Plans, educational leave, military leave a Covered Employee's continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with veteran’s reemployment rights under federal law, leave respect to each Acquiror Benefit Plan). (b) For the purpose of satisfying eligibility requirements and vesting periods (but not for the purpose of benefit accruals) under the Family Medical Leave Act Acquiror Benefit Plans providing benefits to the Covered Employees (the "New Plans"), each Covered Employee shall be credited with his or her years of 1993, approved personal leave, short-term disability leave service with the Company and its Subsidiaries and their respective predecessors to the same extent as such Covered Employee was entitled to credit for such service under any applicable Company Benefit Plan in which such Covered Employee participated or medical leave, was eligible to participate immediately prior to the Transition Date; provided, however, that no such the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) In addition, and without limiting the generality of the foregoing, as of the Transition Date, Acquiror shall use commercially reasonable efforts to provide that: (i) each Covered Employee shall be guaranteed reinstatement immediately eligible to active participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is similar in type to an applicable Company Benefit Plan in which such Covered Employee was participating immediately prior to the Transition Date (such Company Benefit Plans prior to the Transition Date collectively, the "Old Plans"); (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision or similar benefits to any Covered Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan shall be waived for such Covered Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan in which such Covered Employee, as applicable, participated or was eligible to participate immediately prior to the Transition Date; and (iii) any eligible expenses incurred by such Covered Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Transition Date shall be taken into account under such New Plan to the extent such eligible expenses were incurred during the plan year of the New Plan in which the Transition Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Covered Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) The Company and its Subsidiaries shall take all actions necessary to terminate the Company's severance policies immediately prior to the Effective Time. Subject to the provisions of Section 7.8, following the Effective Time, Acquiror or Acquiror's Subsidiary will cause any eligible Company employee (exempt and non-exempt) to be covered by a severance policy under which employees who incur a qualifying involuntary termination of employment if he is incapable of working will be eligible to receive severance pay in accordance with the policiesseverance pay schedule set forth on Schedule 7.8(d). Notwithstanding the foregoing, practices no Company employee eligible to receive severance benefits under an employment, change in control, severance or other agreement shall be entitled to participate in the severance policy described in this Section 7.8(d) or to otherwise receive severance benefits. Any Company employee who waives and procedures of relinquishes his or her right to a change in control payment will be eligible for a severance payment as provided in this Section 7.8(d). (e) Any Company employee who is eligible to receive severance benefits or other payment triggered by any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement (a "CIC Payment") shall not receive any severance benefits as provided in Section 7.8(d) but will receive the Purchaser or if his return to employment is contrary CIC Payment to the terms of his leave; and further providedextent it is required to be paid under such agreement, however that Purchaser provided that, on or before the Closing Date, the Company shall, with Acquiror's prior written consent, which shall not be required unreasonably withheld, conditioned or delayed, take all steps necessary to offer employment to ensure that in the event that the amounts of the CIC Payment, either individually or in conjunction with a payment or benefit under any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” other plan, agreement or arrangement that is aggregated for purposes of this Agreement effective upon Code Section 280G (in the later aggregate "Total Payments"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Closing Date Code that is subject to the Tax imposed by Section 4999 of the Code, then the amounts of the CIC Payment will be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the return payment of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period amount under Section 280G of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itCode.

Employees and Employee Benefits. (a) Purchaser During the period commencing at the effective time of the Mergers (the “Effective Time”) and ending on the two-year (2) anniversary of the Effective Time (the “Continuation Period”), Purchasers and the EFH Surviving Companies shall offer employmentcause Oncor or Oncor Holdings Surviving Company to provide each individual who is an employee of Oncor prior to and as of the Effective Time (each, within an “Oncor Employee”) with (i) a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly wage rate that is no less favorable than that provided to such Oncor Employee immediately prior to the Effective Time, (ii) aggregate incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time. (b) During the Continuation Period, Oncor Holdings Surviving Company and Oncor shall not, and Purchasers and the EFH Surviving Companies shall cause each of Oncor Holdings Surviving Company and Oncor not to, implement any material involuntary workforce reductions (with respect to either field or hourly rate corporate personnel) of paythe Oncor Employees. (c) From and after the Effective Time, each of Oncor Holdings Surviving Company and Oncor shall, and Purchasers shall exercise all rights as a direct or indirect equityholder of Oncor Holdings Surviving Company and Oncor to cause Oncor Holdings and Oncor to, fully satisfy, fulfill and discharge any obligations to current and former Oncor Employees under the Assumed Plans; provided that, nothing herein shall prevent the amendment or termination of any such plans in accordance with their terms by Oncor Holdings (or after the Effective Time, Oncor Holdings Surviving Company) and/or Oncor, and Oncor Holdings (and after the Effective Time, Oncor Holdings Surviving Company) and Oncor shall each continue to have any rights, privileges or powers under the Assumed Plans. (d) Notwithstanding any other provision of this Section 8 with respect to any Oncor Employee immediately following the Effective Time whose terms and conditions of employment are covered by a collective bargaining agreement (“CBA”), the terms and conditions of such Oncor Employee’s employment shall be governed by the terms of the applicable CBA, as may be modified from time to time. (e) Each party hereto hereby acknowledges that, with respect to any employee listed on Exhibit D hereto, a “change in control” or “change of control” within the meaning of each Assumed Plan in which such employee is a participant or to which such employee is a party will occur as a result of the consummation of the Purchase Transaction. For each employee listed on Exhibit D who chooses to retire from or terminate his or her service with the Oncor Entities in connection with the closing of the Purchase Transaction and so notified Purchaser within three (3) months following the Purchase Closing Date, Purchasers agree to pay any and all benefits (including change in control benefits) to all Applicable which such individual would be entitled in connection with such retirement or termination, treating such retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Assumed Plans. (f) In the event that any Oncor Employee becomes a participant in any employee benefit plan of Purchasers or its Subsidiaries, Purchasers shall use commercially reasonable efforts to cause any employee benefit plans in which such Oncor Employee is entitled to participate to take into account for purposes of eligibility and vesting thereunder, service of such Oncor Employees with Oncor Holdings or Oncor, as applicable, prior to the Effective Time as if such service were with Purchasers or its Subsidiaries to the extent provided in accordance with the terms of such employee benefit plans (except (i) with respect to any Oncor Employee who incurs a break in service after the Purchase Closing Date and is subsequently hired, such service will only be credited to the extent such service would have been credited and/or restored in accordance with the terms of a comparable benefit plan immediately prior to the Purchase Closing Date, or (ii) to the extent that it would result in (A) a duplication of benefits, (B) benefit accruals under any defined benefit pension plan (other than utilizing such years of service in order to satisfy any requirements for future benefit accrual only under any defined benefit pension plan), or (C) service accrual for any purpose under any post-retirement welfare benefit plan). (g) The provisions of this Section 8 are solely for the benefit of the parties to this Letter Agreement, and no Oncor Employee or former Oncor Employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Letter Agreement, and nothing herein shall (i) be construed as an amendment to any Benefit Plan for any purpose, (ii) give any Oncor Employee or former Oncor Employee or any other individual associated therewith or any employee benefit plan or trustee thereof or any other third party any right to enforce the provisions of this Section 8 or (iii) obligate the EFH Surviving Companies, Oncor Holdings Surviving Company or Oncor or any of their respective Affiliates (A) to, subject to Section 8(a)(iii), and as provided in the Split Participant Agreement (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of maintain any such Applicable Employee particular benefit plan, (B) to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate retain the employment of any particular employee or (C) to refrain from promoting or demoting any particular employee (or otherwise refrain from reassigning such person at any time and for any reason satisfactory employee to ita new position).

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from All individuals employed by the Branch Company or any of its Subsidiaries immediately prior to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in ("Covered Employees") shall automatically become employees of Acquiror as of the case of an Applicable Employee actively employed at Closing. Following the Closing, or upon Acquiror shall maintain employee benefit plans and compensation opportunities for the return benefit of any such Applicable Employee to active employment Covered Employees that provide employee benefits and compensation opportunities that, in the case aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of any other Applicable Employee. For purposes of this AgreementAcquiror under the Acquiror Benefit Plans; provided, “Applicable Employees” means however, that: (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury in no event shall any Covered Employee be eligible to participate in any closed or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees who on to participate in the Closing Date are on maternity or paternity leaveAcquiror Benefit Plans, educational leave, military leave a Covered Employee's continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with veteran’s reemployment rights under federal law, leave respect to each Acquiror Benefit Plan). (b) For the purpose of satisfying eligibility requirements and vesting periods (but not for the purpose of benefit accruals) under the Family Medical Leave Act Acquiror Benefit Plans providing benefits to the Covered Employees (the "New Plans"), each Covered Employee shall be credited with his or her years of 1993, approved personal leave, short-term disability leave service with the Company and its Subsidiaries and their respective predecessors to the same extent as such Covered Employee was entitled to credit for such service under any applicable Company Benefit Plan in which such Covered Employee participated or medical leave, was eligible to participate immediately prior to the Transition Date; provided, however, that no such the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) In addition, and without limiting the generality of the foregoing, as of the Transition Date, Acquiror shall use commercially reasonable efforts to provide that: (i) each Covered Employee shall be guaranteed reinstatement immediately eligible to active participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is similar in type to an applicable Company Benefit Plan in which such Covered Employee was participating immediately prior to the Transition Date (such Company Benefit Plans prior to the Transition Date collectively, the "Old Plans"); (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision or similar benefits to any Covered Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan shall be waived for such Covered Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan in which such Covered Employee, as applicable, participated or was eligible to participate immediately prior to the Transition Date; and (iii) any eligible expenses incurred by such Covered Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Transition Date shall be taken into account under such New Plan to the extent such eligible expenses were incurred during the plan year of the New Plan in which the Transition Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Covered Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (d) The Company and its Subsidiaries shall take all actions necessary to terminate the Company's severance policies immediately prior to the Effective Time. Subject to the provisions of Section 7.6(e), following the Effective Time, Acquiror or Acquiror's Subsidiary will cause any eligible Company employee (exempt and non-exempt) to be covered by a severance policy under which employees who incur a qualifying involuntary termination of employment if he is incapable of working will be eligible to receive severance pay in accordance with the policies, practices and procedures severance pay schedule set forth on Section 7.6(d) of the Purchaser Acquiror Disclosure Schedules. Notwithstanding the foregoing, no Company employee eligible to receive severance benefits or if other payment triggered by the Merger under an employment, change in control, severance or other agreement (a "CIC Payment") shall be entitled to participate in the severance policy described in this Section 7.6(d) or to otherwise receive severance benefits. Any Company employee who waives and relinquishes his return or her right to a CIC Payment will be eligible for a severance payment as provided in this Section 7.6(d). (e) Any Company employee who has or is party to any employment is contrary agreement, severance agreement, change in control agreement or any other agreement or arrangement that provides for a CIC Payment shall not receive any severance benefits as provided in Section 7.6(d) but will receive the CIC Payment to the terms of his leave; and further provided, however that Purchaser shall not be extent it is required to offer employment be paid under such agreement, provided that, on or before the Closing Date, the Company will take all steps necessary to ensure that in the event that the amounts of the CIC Payment, either individually or in conjunction with a payment or benefit under any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” other plan, agreement or arrangement that is aggregated for purposes of this Agreement effective upon Code Section 280G (in the later aggregate "Total Payments"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Closing Date Code that is subject to the Tax imposed by Section 4999 of the Code, then the amounts of the CIC Payment shall be reduced such that the value of the Total Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax or resulting in a disallowance of a deduction of the return payment of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period amount under Section 280G of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itCode.

Employees and Employee Benefits. (a) During the period commencing at the Closing Date and ending on December 31, 2022, Purchaser shall offer employmentprovide, within a reasonable commuting distance from or shall cause the Branch Surviving Corporation to which each Applicable Employee is assignedprovide, the Employees who were employed by the Company immediately prior to the Closing (the “Continuing Employees”) with (i) equivalent base compensation to that in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective effect on the Closing Date Date, (ii) target incentive opportunities under the MIP that are, in the case aggregate, both consistent with target incentive opportunities under the MIP in effect on the date of an Applicable Employee actively employed this Agreement and at least equal to the amount accrued for such MIP on the Company’s financial statements as of the Closing, (iii) payment of a Christmas bonus in December of 2022 consistent with past practice (with any such payments, in the aggregate, at least equal to the amount accrued for the Christmas bonuses on the Company’s financial statements as of the Closing); and (iv) health, dental, vision, and Tax-qualified retirement plan benefits pursuant to the Company Benefit Plans as in effect on the date of the Closing. (b) To the extent applicable, with respect to Benefit Plans, programs, and arrangements that are established or upon maintained by Purchaser (“Purchaser Plans”) and in which Continuing Employees become eligible to participate after the return Closing, (i) Purchaser shall cause Continuing Employees (and their eligible dependents) to be given credit for their service with the Company (A) for purposes of eligibility to participate, vesting, and benefit accrual to the extent such service was taken into account under a corresponding Company Benefit Plan, and (B) for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations, and (ii) Purchaser shall use its commercially reasonable efforts to cause Continuing Employees to be given credit for amounts paid under a corresponding Company Benefit Plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such Applicable amounts had been paid in accordance with the terms and conditions of the applicable Purchaser Plan. Notwithstanding the foregoing provisions of this Section 8.15(b), service and other amounts shall not be credited to Continuing Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in duplication of benefits. (c) During the period commencing at the Closing Date and ending on December 31, 2023, if Purchaser or any of its Affiliates terminates the employment of any Continuing Employee without cause, Purchaser shall pay or shall cause an Affiliate to active pay to such Continuing Employee cash severance in an amount not less than the amount listed on Schedule 8.15(c). In addition, subject to applicable Law, Purchaser shall provide to each such terminated Continuing Employee with benefit continuation for such period as may be required by the relevant employment standards legislation (where applicable). (d) No later than thirty (30) days following the Closing Date, Purchaser shall take, or shall cause the Surviving Corporation or an Affiliate to take, all actions necessary (i) to make all payments required by the Company Retention Bonus Agreements to all Continuing Employees who have not otherwise forfeited the right to receive such payments prior to the Closing Date, and (ii) to make all payments for all amounts accrued under the Company MTI to all Continuing Employees who have not otherwise forfeited the right to receive such payments prior to the Closing Date. (e) Purchaser shall take, or shall cause the Surviving Corporation or an Affiliate to take, all actions necessary to make payments under the MIP, to the extent the performance criteria thereunder has been satisfied, to all applicable Continuing Employees who have not otherwise forfeited the right to receive such payments in the ordinary course, consistent with the terms of the MIP in place as of the date of this Agreement. (f) For a period of not less than ten (10) years following the Closing Date, Purchaser shall maintain, or shall cause the Surviving Corporation to maintain, the Company Executive Retiree Health Plan for the benefit of all current participants and Continuing Employees who become participants prior to the Closing with (i) such plan providing benefits substantially comparable to the benefits provided pursuant to such plan immediately prior to the Closing or (ii) comparable benefits offered pursuant to a comparable Purchaser Plan. (g) Notwithstanding anything in this Section 8.15 to the contrary but without limitation of any obligation of Purchaser contained therein, in the case of any other Applicable Continuing Employee who is a Union Employee. For purposes , Purchaser agrees to provide Union Employees with terms and conditions of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policiesapplicable collective bargaining agreement. (h) The Company shall comply with any notice and effects bargaining obligations which any Company Entity owes to any labor organization in connection with the Merger. In its undertaking of any such obligations, practices the Company shall permit Purchaser to participate, and procedures shall not impose any new Liabilities on Purchaser or any other Company Entity, including extending, modifying, or renegotiating any collective bargaining agreements. (i) Except as provided on Schedule 8.15(h), this Section 8.15 shall be binding upon and inure solely to the benefit of each of the Purchaser or if his return Parties to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisAgreement, and nothing in this Agreement Section 8.15, express or implied, shall confer upon any Employee, any beneficiary, or any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 8.15. Nothing contained herein, express or implied: (i) shall be deemed construed to constitute an employment agreement with establish, amend, or modify any such person benefit plan, program, agreement, or arrangement, (ii) shall alter or limit the ability of the Surviving Corporation, Purchaser, or any of their respective Affiliates to obligate Purchaser to employ amend, modify, or terminate any such person for benefit plan, program, agreement, or arrangement at any specific period time assumed, established, sponsored, or maintained by any of time them, or in (iii) shall prevent the Surviving Corporation, Purchaser, or any specific position or to restrict Purchaser’s right to terminate of their respective Affiliates from terminating the employment of any Continuing Employee following the Effective Time. The parties hereto acknowledge and agree that the terms set forth in this Section 8.15 shall not create any right in any Employee or any other Person to any continued employment with the Surviving Corporation, Purchaser, or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever, or otherwise alters any existing at-will employment relationship between any Employee and the Surviving Corporation. (j) Effective no later than the day immediately preceding the Closing Date, the Company shall take all actions necessary to terminate and freeze the Company Nonqualified Plans pursuant to and in compliance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) and the terms of such person at any time and for any reason satisfactory plans effective on the Closing. No later than the day immediately preceding the Closing Date, the Company shall provide Purchaser with evidence that such Company Nonqualified Plans have been terminated. Purchaser agrees as provided above to itdistribute all such accrued benefits within twelve (12) months following the Closing. (k) The Stockholder Representative shall be entitled to enforce the provisions of this Section 8.15.

Employees and Employee Benefits. (a) Purchaser All individuals employed by the Company or any of its Subsidiaries immediately prior to the Closing (each a “Covered Employee” and collectively the “Covered Employees”) shall offer employmentautomatically become employees of Acquiror as of the Closing. For a period of one year following the Closing, within a reasonable commuting distance from (i) any Covered Employee who is retained by Acquiror in substantially the Branch to same or similar roles with substantially similar work requirements shall, during the period of time in which each Applicable such Covered Employee is assignedretained by Acquiror in such role and with such work requirements, in positions requiring comparable skills and abilities (with no reduction in receive at least the same base salary or weekly or hourly rate of pay) wages that such Covered Employee was paid immediately prior to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing; provided that such Covered Employees shall continue to be employees at will subject to severance pay, or upon if any, in accordance with the return severance pay schedule set forth on Section 7.6(d) of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from workAcquiror Disclosure Schedules, and (ii) Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees who on that provide employee benefits and compensation opportunities that, in the Closing Date aggregate, are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of Acquiror under the Family Medical Leave Act Acquiror Benefit Plans; provided, however, that: (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, a Covered Employee’s continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of 1993this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to each Acquiror Benefit Plan). (b) For the purpose of satisfying eligibility requirements and vesting periods and for the purposes of determining vacation and severance accruals (but not for the purpose of other benefit accruals) under the Acquiror Benefit Plans providing benefits to the Covered Employees (the “New Plans”), approved personal leave, short-term disability leave each Covered Employee shall be credited with his or medical leave, her years of service with the Company and its Subsidiaries and their respective predecessors to the same extent as such Covered Employee was entitled to credit for such service under any applicable Company Benefit Plan in which such Covered Employee participated or was eligible to participate immediately prior to the Transition Date; provided, however, that no such the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. (c) In addition, and without limiting the generality of the foregoing, as of the Transition Date, Acquiror shall use commercially reasonable efforts to provide that: (i) each Covered Employee shall be guaranteed reinstatement immediately eligible to active participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is similar in type to an applicable Company Benefit Plan in which such Covered Employee was participating immediately prior to the Transition Date (such Company Benefit Plans prior to the Transition Date collectively, the “Old Plans”); (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision or similar benefits to any Covered Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan shall be waived for such Covered Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan in which such Covered Employee, as applicable, participated or was eligible to participate immediately prior to the Transition Date; and (iii) any eligible expenses incurred by such Covered Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Transition Date shall be taken into account under such New Plan to the extent such eligible expenses were incurred during the plan year of the New Plan in which the Transition Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Covered Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. After the Closing, Acquiror or a Subsidiary of Acquiror shall recognize, honor and provide all earned but unused paid vacation and sick leave days of the Covered Employees (up to a maximum number of hours of sick leave equal to no more than 520 hours of sick leave) as of the Closing Date. (d) Subject to the provisions of Section 7.6(e), following the Effective Time, Acquiror or a Subsidiary of Acquiror will cause any eligible Covered Employee (exempt and non-exempt) to be covered by a severance policy under which employees who incur a qualifying involuntary termination of employment if he is incapable of working will be eligible to receive severance pay in accordance with the policies, practices and procedures severance pay schedule set forth on Section 7.6(d) of the Purchaser Acquiror Disclosure Schedules. Notwithstanding the foregoing, no Covered Employee eligible to receive severance benefits or if other payment triggered by the Merger under an employment, change in control, severance, salary continuation agreement or other agreement (a “CIC Payment”) shall be entitled to participate in the severance policy described in this Section 7.6(d) or to otherwise receive severance benefits. Any Covered Employee who waives and relinquishes his return or her right to a CIC Payment will be eligible for a severance payment as provided in this Section 7.6(d). (e) Any Company employee who has or is party to any employment is contrary agreement, severance agreement, change in control agreement, salary continuation agreement or any other agreement or arrangement (other than Retention Agreements) that provides for a CIC Payment shall not receive any severance benefits as provided in Section 7.6(d) but will receive the CIC Payment to the terms extent it is required to be paid under such agreement, provided that, on or before the Closing Date, the Company will, with respect to such payments and/or benefits that are reasonably likely to, separately or in the aggregate, without regard to the measures described herein, constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and regulations on account of the transactions contemplated by this Agreement (“Section 280G Payments”), use commercially reasonable efforts to obtain a vote of the Company’s shareholders satisfying the requirements of Section 280G(b)(5) of the Code (the “280G Approval”), such that no portion of the Section 280G Payments will constitute a “parachute payment” under Section 280G(b)(2) of the Code, and use commercially reasonable efforts to obtain a written waiver from each “disqualified individual” providing that, if the 280G Approval is not obtained, no Section 280G Payments shall be payable to or retained by such disqualified individual to the extent reasonably determined by the Company or the Acquiror to be required to avoid the payment of any “excess parachute payment” within the meaning of Section 280G of the Code and, if not successful in obtaining such 280G Approval, take all steps necessary to ensure that the Section 280G Payments are reduced such that the value of the Section 280G Payments that each counterparty is entitled to receive shall be $1.00 less than the maximum amount which the counterparty may receive without becoming subject to the excise tax under Section 4999 of the Code or resulting in a disallowance of a deduction of the payment of such amount under Section 280G of the Code. (f) On or prior to the Closing Date, Acquiror, Acquiror Bank, the Company and the Bank shall offer to enter into a Retention Agreement (each, a “Retention Agreement”), substantially in the form of Exhibit D attached hereto, with each of the employees of Company, and for the individual bonus award amounts, set forth in on Section 7.6(f) of the Company Disclosure Schedules (each, a “Retention Payment Recipient”); provided that if an employee listed on Section 7.6(f) of the Company Disclosure Schedules (i) does not enter into a Retention Agreement prior to Closing, or (ii) enters into a Retention Agreement prior to Closing but such employee loses his leave; and further providedor her right to receive any payment(s) under the Retention Agreement, however that Purchaser then in each case, each such employee shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law deemed a Retention Payment Recipient and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later amount of the Closing Date or individual bonus award attributable to such employee as listed on Section 7.6(f) of the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser Company Disclosure Schedules shall no longer be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itowed.

Employees and Employee Benefits. (ai) Purchaser For at least one year from and after the Effective Time, USF and its affiliates shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable provide Culligan Employees (as defined below). Such offer shall be effective on the Closing Date ) with (i) pension and savings benefits, (ii) health and medical benefits, (iii) severance benefits, and (iv) other employee benefits that are, in the case of an Applicable Employee actively employed at the Closingeach such category of benefits, or upon the return of any such Applicable Employee to active employment no less favorable in the case aggregate than the comparable benefits provided to comparable employees of any other Applicable EmployeeUSF and its affiliates immediately before the Effective Time. For purposes of this AgreementFrom and after the Effective Time, “Applicable Employees” means (i) USF and its affiliates shall honor, in accordance with their terms and except to the extent amended in accordance with such terms, all active Employees on the Closing DatePlans and all contracts, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from workplans, and programs providing for compensation or benefits for Culligan Employees. (ii) From and after the Effective Time, USF shall treat all service by Culligan Employees who (as defined below) with Culligan and its affiliates and their respective predecessors prior to the Effective Time for all purposes as service with USF (except to the extent such treatment would result in duplicative accrual on or after the Closing Date are on maternity of benefits for the same period of service), and, with respect to any medical or paternity leavedental benefit plan in which Culligan Employees participate after the Effective Time, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, shortUSF shall waive or cause to be waived any pre-term disability leave or medical leave, existing condition exclusions and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Culligan Employee who was, as of the Effective Time, excluded from participation in a Culligan Benefit Plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Effective Time by a Culligan Employee or a Culligan Employee's covered dependent shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” 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 USF and subsidiaries of USF. (iii) Nothing in this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser Section 5.2(k) shall be on an “at-will” basis, construed to impose upon USF and nothing in this Agreement shall be deemed its affiliates any obligation to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate continue the employment of any such person at Culligan Employee following the effective time. For purposes of this Section 5.2(k), "Culligan Employees" shall mean persons who are, as of the Effective Time, employees of Culligan or any time and for any reason satisfactory to itof its subsidiaries.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date in and ending on the case twelve-month anniversary of the Closing Date (or, if shorter, during an Applicable Employee actively employed at employee’s period of employment following the ClosingClosing Date), Parent shall provide, or upon shall cause the return Surviving Corporation to provide, to each employee of the Company or its subsidiaries who is not represented by a labor organization and who continue to be employed by the Company or the Surviving Corporation or any such Applicable Employee to active employment in the case of any other Applicable subsidiary or Affiliate thereof (each a “Continuing Non-Union Employee. For purposes of this Agreement”), “Applicable Employees” means (i) a base salary or wage rate that is no less than that provided to such Continuing Non-Union Employee by the Company or its subsidiaries immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than those provided to such Continuing Non-Union Employee by the Company or its subsidiaries immediately prior to the Effective Time, and (iii) all active Employees on other compensation and benefits that are no less favorable in the Closing Dateaggregate than those provided to such Continuing Non-Union Employee by the Company or its subsidiaries immediately prior to the Effective Time. Commencing as of the Effective Time, Parent shall, and shall cause the Surviving Corporation and its subsidiaries and Affiliates to, honor in accordance with their terms, all Contracts, policies, plans and commitments of the Company and its subsidiaries as in effect immediately prior to the Effective Time that are applicable to any of their current or former employees and directors, including Employees on temporary leave for purposes those annual incentive award terms set forth in Section 6.9(a) of jury the Company Disclosure Schedule. (b) Commencing as of the Effective Time, the Surviving Corporation and its subsidiaries shall, as required by Section 6.9(b) of the Company Disclosure Schedule, (i) observe the terms of each of their existing Collective Bargaining Agreements that govern the wages, hours and other terms and conditions of employment of employees of the Company or annual twoits subsidiaries who are covered by such Collective Bargaining Agreements and who continue to be employed by the Company or the Surviving Corporation or any subsidiary or Affiliate thereof (the “Continuing Union-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, Represented Employees”) and (ii) Employees who on honor their Collective Bargaining Agreements until their respective expiration, modification or amendment. (c) Parent and the Company hereby agree that the occurrence of the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be constitute a “Transferred EmployeeChange in Control” for purposes of this Agreement effective upon all Company Plans and related trusts. (d) With respect to each benefit plan, program, practice, policy or arrangement maintained by Parent or its subsidiaries (including the later Surviving Corporation) following the Effective Time and in which any of the Continuing Employees participate (the “Parent Plans”), for purposes of determining eligibility to participate, vesting, accrual of and entitlement to benefits (but not for benefit accruals under defined benefit pension plans or participation in frozen (whether as to new participants or benefit accruals) post-employment or retiree welfare benefits), service with the Company and its subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Parent and its subsidiaries, except to the extent such treatment will result in duplication of benefits. With respect to each applicable Parent Plan, Parent shall, and shall cause the Surviving Corporation and its subsidiaries and Affiliates to, waive, or cause the insurance carrier to waive, all eligibility waiting periods and pre-existing condition limitations to the extent waived, met or not included under a corresponding Company Plan, and credit each Continuing Employee and any covered dependent for any co-payments and deductibles and use commercially reasonable efforts to credit out-of-pocket expenses paid by such Continuing Employee or any covered dependent under the Company Plans during the relevant plan year, up to and including the Effective Time. (e) From and after the date hereof, prior to disseminating or otherwise disclosing any material communication with the officers or employees of the Company or any of its subsidiaries regarding commitments to compensation, benefits or other employment-related treatment they will receive following the Effective Time, the Company shall provide Parent with such communications and a reasonable opportunity to comment, and the Company shall consider Parent’s comments, if any, in good faith. (f) If requested by Parent, as of at least ten days prior to the Closing Date (but conditioned upon the occurrence of the Closing), the Company shall seek approval from the Company Board to terminate or cause to be terminated any or all of the return Company Plans sponsored or maintained by the Company or any of its subsidiaries that are intended to be qualified within the meaning of Section 401(a) of the Code (the “Company 401(k) Plans”). The Company and Parent shall cooperate in good faith prior to the Closing with respect to the preparation and execution of all documentation necessary to effect the foregoing termination, and the Company shall provide Parent a reasonable opportunity to review and comment on all such Applicable Employee documentation. To the extent any Company 401(k) Plan is terminated pursuant to active employment. A Transferred EmployeeParent’s employment with Purchaser request, the Continuing Employees shall be on an “at-will” basis, eligible to participate in a Parent Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (and nothing meets the qualifications thereof) as soon as practicable following the Effective Time. (g) Nothing in this Agreement shall be deemed confer upon any Person any right to constitute an employment agreement continue in the employ or service of Parent, the Surviving Corporation or any Affiliate of Parent, or shall interfere with any such person or to obligate Purchaser to employ any such person for any specific period of time or restrict in any specific position way the rights of Parent, the Surviving Corporation or any Affiliate of Parent, which rights are hereby expressly reserved, to restrict Purchaser’s right to discharge or terminate the employment services of any such person Person at any time and for any reason satisfactory whatsoever, with or without cause. Notwithstanding any provision in this Agreement to itthe contrary, nothing in this Section 6.9 shall (i) be deemed or construed to be an amendment or other modification of any Company Plan, Parent Plan or any other compensation or benefit plan, (ii) prevent Parent, the Surviving Corporation or any Affiliate of Parent from amending or terminating any Company Plans in accordance with their terms or (iii) create any third-party rights in any Person (including any employee or other service provider or any beneficiaries or dependents thereof).

Employees and Employee Benefits. (a) Purchaser 6.10.1 From and after the Closing Date, the Purchasers shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to treat all Applicable service by Consolidated Company Employees (as defined below). Such offer shall be effective on ) with the Sellers, the Consolidated Companies, any of the Parent Seller's other Subsidiaries and their respective predecessors prior to the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For for purposes of this Agreementvesting and eligibility for benefits 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), “Applicable Employees” means (i) all active and, with respect to any medical or dental benefit plan in which Consolidated Company Employees on participate after the Closing Date, including Employees on temporary leave for purposes of jury the Purchasers shall waive or annual twocause to be waived any pre-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and existing condition exclusions (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such waiver shall apply to a pre-existing condition of any Consolidated Company Employee who was, as of the Closing Date, 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 Closing Date by a Consolidated Company Employee or a Consolidated Company Employee's covered dependent shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” taken into account for purposes of this Agreement effective upon satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the later Closing Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of 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 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 ("Sellers' Severance Policy"). The Purchasers shall also pay a portion of the 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 return period of severance pay continuation; provided, however, that Purchasers shall not be obligated to pay the portion of the cost of such Applicable Employee coverage provided by the Purchasers with respect to similarly situated active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person employees for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itmore than six months.

Employees and Employee Benefits. (a) Purchaser shall offer employmentSeller agrees that upon the Effective Time, within a reasonable commuting distance from all employees of the Branch shall become employed by the Purchaser and shall cease to which be employed by the Seller. (b) Purchaser acknowledges and agrees that it will hire all employees currently employed by the Branch at the same annual rates of salary paid to each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate such employee as of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in and that such employees shall be considered "Branch Employees." (c) Purchaser shall not treat the case of an Applicable Employee actively employed at the ClosingBranch Employees as new hires, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means more specifically: (i) all active Employees on the Closing Date, including Employees on temporary leave Purchaser shall recognize each Branch Employee's periods of service with Seller for purposes of jury vesting and eligibility (but not benefit accrual) under Purchaser's 401(k) plan and any other employee benefit plan or annual twoprogram maintained by Purchaser with service-week national service/military dutybased eligibility or vesting criteria, Employees on as well as under Purchaser's employee vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity sick leave policies including any carry-over of unused vacation or paternity leave, educational leave, military sick leave accrued for service with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, Seller; provided, however, that nothing herein shall require Purchaser to maintain any employee benefit plans or policies that are identical or similar to those maintained by Seller; (ii) Purchaser shall cause each Branch Employee who is covered by a group life, health, medical, dental, vision or long-term disability insurance plan of Seller on the Closing Date to be covered, as of the Effective Time, under the comparable plan of Purchaser, to the extent that Purchaser provides such plans, on terms and conditions no less favorable than the terms and conditions then applicable to other employees of Purchaser; and (iii) To the extent a Branch Employee becomes covered under a group life, health, medical, dental, vision or long-term disability insurance plan of Purchaser immediately after the Closing Date (A) such plan shall not apply any preexisting condition limitations to Branch Employees, except to the extent any preexisting condition limitations applied to such Branch Employees under Seller's and its affiliates' corresponding plans prior to the Effective Time, to deny, limit or modify coverage or eligibility for benefits, (B) each such plan that is a health insurance plan shall, for the relevant plan year that includes the Effective Time, credit any deductible and co-payment or out-of-pocket expenses incurred during the corresponding period by or with respect to any Branch Employee under the applicable health insurance plans maintained by Seller or any affiliate as of the Effective Time, and (C) each such plan that is a life or long-term disability insurance plan shall waive any medical certification otherwise required in order to assure the continuation of coverage to Branch Employees who were covered under Seller's corresponding plans immediately prior to the Effective Time. (iv) Purchaser agrees that each Branch Employee shall be guaranteed reinstatement covered under, and be entitled to active employment if he is incapable of working receive severance payments in accordance with with, the policies, practices and procedures severance plan maintained by Seller for its own employees as of the Purchaser or if his return Effective Time with all prior service and compensation earned by such Branch Employees in service to employment is contrary Seller to the terms of his leavebe recognized for all purposes under such Seller severance plan; and further provided, however however, that if the employment of George Georgenes, Eleni Pantelis or Grammenos Karanos is txxxxxxxxx xx Xxxchxxxx xxx xxx xeasox xxxxx xhan "for cause" within one (1) year following Closing Date, the Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any pay such person or persons, as applicable, one (1) year's base pay less the amount paid by Purchaser in base pay to obligate Purchaser to employ any such person for any specific period individual through the date of time or in any specific position or to restrict Purchaser’s right to terminate the employment termination of any such person at any time and for any reason satisfactory to itemployment.

Employees and Employee Benefits. From and after the Closing Date, Xxxxxx agrees, and will cause the Acquired Companies, to carry out the following: (a) Purchaser shall offer employmentParent shall, within a reasonable commuting distance from for the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date and ending on December 31, 2024 (the “Post-Closing Benefit Period”), cause each Employee who remains employed by Parent or an Acquired Company during the Post-Closing Benefit Period to receive a base salary or base wage level (including commissions) and bonus opportunity (excluding, for the avoidance of doubt, any transaction bonus), to the extent applicable, at least as favorable in the case aggregate to the Employee as in effect immediately before the Closing Date; provided, that this Section 6.1(a) shall not be deemed to be a guarantee of an Applicable employment to any Employee actively employed or to impose any obligation on Parent or any of the Acquired Companies to continue the employment of any Person. (b) Parent will ensure that during the Post-Closing Benefit Period, the Employee Benefit Plans available for Employees will provide benefits that, in the aggregate, are at least as favorable as the Closingbenefits provided under the Company’s Employee Benefit Plans (excluding any defined benefit pension plans) prior to the Closing Date. To the extent Employees become covered under Employee Benefit Plans maintained by the Parent Related Parties, Parent will use commercially reasonable efforts to provide that those plans will (i) provide Employees with credit for their service with the Company prior to the Closing Date, to the same extent (or better) that such service would have been credited under the Company’s Employee Benefit Plans for all purposes (including for purposes of vesting credit, eligibility to participate and receive benefits and benefit accrual, but excluding for purposes of benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits, or upon to the return extent it would result in duplication of benefits), (ii) cause Employees to be eligible immediately to commence participation in such plans without regard to any such Applicable eligibility period, waiting period, elimination period, evidence of insurability requirements and cause any pre-existing condition limitations to be waived, and (iii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, the Employees with respect to the Company’s Employee Benefit Plans prior to active employment in the case of any other Applicable EmployeeClosing Date. For purposes of this AgreementSection 6.1, “Applicable reference to Employees and their rights under Employee Benefit Plans will extend to and include the Employees” means ’ respective dependents and other beneficiaries of such Employee Benefit Plans to the extent applicable. (ic) all active With respect to the 2023 calendar year, the Acquired Companies shall pay to non-executive Employees commission, incentive or other bonus compensation that is substantially consistent in the aggregate with the amounts paid with respect to such Employees for calendar year 2022; provided, that the Acquired Companies shall be permitted to make exceptions for individual Employees in their reasonable discretion. The Acquired Companies shall make such payments prior to the Closing Date. (d) With respect to the portion of the 2024 calendar year ending on the Closing Date, including the Acquired Companies shall make accruals in the ordinary course of business for potential payments of commissions, incentives or other bonuses to Employees under each Employee Benefit Plan, subject to proration based on temporary leave for purposes the number of jury or annual two-week national service/military dutydays which have elapsed between January 1, Employees on vacation and Employees on a regularly scheduled day off from work2024, and (ii) Employees who on the Closing Date are on maternity Date. (e) With respect to the 2024 calendar year, Parent shall pay or paternity leavecause to be paid to each applicable Employee any commission, educational leaveincentive or other bonuses owed to such Employees under each Employee Benefit Plan (if any), military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act amount of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall which will be guaranteed reinstatement to active employment if he is incapable of working determined by Parent in accordance with the policiesterms of the applicable Employee Benefit Plan (the “2024 Bonus Payments”). Parent shall make or cause to be made the 2024 Post-Closing Bonus Payments to the applicable Employees in the ordinary course of business, practices subject to the continued employment in good standing of each Employee through the date of payment and all other policies and procedures of Parent. (f) Subject to compliance with applicable Law, during the Purchaser Post-Closing Benefit Period, or if his return to employment is contrary to shorter, the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return duration of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall the Parent Related Parties after the Closing, Parent will honor, or will cause to be on an “at-will” basishonored, all accrued but unused vacation time, sick leave and personal time of the Employees as of the Closing in accordance with the terms of the applicable program or policy in effect immediately prior to the Closing Date (in addition to, and nothing not in lieu of, any vacation earned and accrued under the applicable vacation plans or policies of the Parent Related Parties for services on or following the Closing). Subject to compliance with applicable Law and the terms of any applicable Contract, any accrued but unused vacation time, sick leave and personal time which remains unused following the expiration of the Post-Closing Benefit Period will immediately expire without any payment. (g) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Section 6.1, express or implied, shall (i) be deemed interpreted to constitute confer upon any Person (including any current or former employee or any beneficiary thereof) any rights, benefits or remedies as third-party beneficiaries, including any rights of continued employment or service, any rights to a particular term of employment or service or any rights to any particular compensation or benefits of any nature or kind; or (ii) be treated as an employment agreement with amendment to, or prevent the termination of, any such person Benefit Plan or any other Employee Benefit Plan, program or arrangement of the Acquired Companies, Parent or any of their respective Affiliates. (h) During the Interim Period, before making any announcements or communications to obligate Purchaser the Employees regarding this Agreement or the Contemplated Transactions, the Company will obtain Parent’s prior written consent (not to employ any such person for any specific period of time be unreasonably withheld, conditioned or in any specific position or delayed) as to restrict Purchaser’s right to terminate the employment content and timing of any such person at any time and for any reason satisfactory to itannouncements or communications.

Employees and Employee Benefits. (a) Purchaser No earlier than two (2) Business Days prior to, and no later than, Closing, the Sellers shall offer employment, within provide to Buyer an updated version of Schedule 2.15(a) that is true and complete as of such date. For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date and continuing thereafter for twelve (12) months (the “Continuation Period”, provided, that for purposes of subclause (iii) below the Continuation Period shall, in no event, extend beyond December 31, 2021), Buyer shall provide, or shall cause the Transferred Companies and their respective Affiliates to provide, Business Employees as of the Closing who continue employment with the Transferred Companies or any of their respective Subsidiaries following the Closing (the “Continuing Employees”) with (i) base salary 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; (ii) target annual cash bonus opportunities and target long-term incentive compensation opportunities (excluding, for the avoidance of doubt, compensation paid under any deferred compensation, defined benefit, retention, change in control and equity-related compensation arrangements) that are no less favorable in the case aggregate than those provided to such Continuing Employees by the Transferred Companies or their respective Subsidiaries immediately prior to the Closing and disclosed in Schedule 2.16(a)(i); (iii) employee benefits (excluding equity-based, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) and nonqualified deferred compensation plans) that are no less favorable in the aggregate than the benefits (excluding equity-based, change in control, retention, retiree medical benefits, defined benefit plans (other than as required by Law) and nonqualified deferred compensation plans) provided to 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 an Applicable their Affiliates for the benefit of such Continuing Employee actively employed as of the date hereof and as set forth on Schedule 4.5(a), taking into account all service with the Sellers, the Transferred Companies or their respective Subsidiaries, Buyer and their respective Affiliates in determining the amount of severance benefits payable. (b) Except as set forth in Schedule 4.5(a) or a Labor Contract, nothing herein shall be deemed to limit the right of Buyer, the Transferred Companies or 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 to the extent such change or modification does not violate the requirements of this Section 4.5 or (C) change or modify any employee benefit plan or arrangement in accordance with their terms to the extent such change or modification does not violate the requirements of this Section 4.5. Notwithstanding the foregoing, the compensation and benefits treatment and terms and conditions of employment afforded to all such Continuing Employees who are covered by a Labor Contract shall be provided in accordance with the applicable Labor Contract and applicable Law, and the provisions of Sections 4.5(a) and (b) shall not apply to such Continuing Employees. (c) For all purposes under the employee benefit plans, programs and arrangements established or maintained by Buyer, the Transferred Companies or their respective Affiliates in which Continuing Employees may be eligible to participate after the Closing (the “New Benefit Plans”), each Continuing Employee shall be credited with the same amount of service as was credited by the Transferred Companies and their respective Affiliates as of the Closing under similar or comparable Company Plans (excluding equity-based, change in control, retention, retiree medical benefits, defined benefit plans (for Continuing Employees who are not entitled to such benefits immediately prior to Closing) and nonqualified deferred compensation plans) (including for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits); provided that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit. In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Continuing Employee may be eligible to participate following the Closing, each Continuing Employee will immediately be eligible to participate in such New Benefit Plans, without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or upon comparable Company Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the return “Old Benefit Plans”) and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical, vision, short- and long-term disability and/or life insurance benefits to any Continuing Employee, Buyer shall use commercially reasonable efforts to cause, or shall use commercially reasonable efforts to cause its Affiliates (including the Transferred Companies and their respective Subsidiaries) to cause, all pre-existing condition exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent any such Applicable exclusions or requirements were waived or were inapplicable under any similar or comparable Company Plan. Buyer shall use commercially reasonably efforts to cause, or shall use commercially reasonable efforts to cause its Affiliates (including the Transferred Companies and their respective Subsidiaries) to cause, any eligible expenses incurred by such Continuing Employee to active employment and his or her covered dependents during the portion of the plan year of the Old Benefit Plan ending on the date such Continuing Employee’s participation in the case of any other Applicable Employee. For corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of this satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Benefit Plan. Buyer shall use reasonable best efforts to establish the New Benefit Plans as promptly as practicable following the date hereof and the Sellers shall use reasonable best efforts to cooperate with Buyer with respect to the foregoing. Subject to the terms of the Transition Services Agreement, “Applicable Employees” means (i) all active Employees if on the Closing Date, Buyer or its Affiliates have not established the New Benefit Plans for the Continuing Employees who participate in the Seller Plans, Sellers shall cause the Seller Plans to continue to provide coverage to such Continuing Employees through March 31, 2021. If, after Buyer’s reasonable best efforts, Buyer is not able to establish the New Benefit Plans by March 31, 2021, the Sellers shall cause the Seller Plans to extend such coverage until April 30, 2021, subject to the terms of the Transition Services Agreement. Any cost incurred by the Sellers in providing any benefits continuation after the Closing Date pursuant to this Section 4.5(e) shall be reimbursed by Buyer under the Transition Services Agreement. (d) From and after the Closing, Buyer shall honor, or shall cause its Subsidiaries (including the Transferred Companies and their respective Subsidiaries) to honor, all Company Plans in accordance with their terms and shall cause the Transferred Companies and their respective Subsidiaries to honor the terms of each Labor Contract until such agreement otherwise expires pursuant to its terms or is modified by the parties thereto. For the avoidance of doubt, from and after the Closing, Buyer and its Subsidiaries (including the Transferred Companies and their respective Subsidiaries) shall be responsible for all liabilities under any Company Plan that is a defined contribution plan or a defined benefit plan. (e) The Sellers shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred prior to the Closing Date by a Business Employee while participating in a Seller Plan providing such benefits. With respect to claims (i) incurred prior to, on or after the Closing Date by the Continuing Employees and their eligible dependents under a Company Plan or (ii) incurred on temporary leave or after the Closing Date by the Continuing Employees and their eligible dependents under a New Benefit Plan, in both cases, providing for purposes workers’ compensation short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, the Subject Companies, Buyer or its Affiliates shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of jury short- or annual twolong-week national service/military dutyterm disability benefits (including related health benefits), Employees on vacation and Employees on a regularly scheduled day off from workat the time of the injury, sickness or other event giving rise to the claim for such benefits, (ii) in the case of workers’ compensation benefits, when the event giving rise to the claim occurs, (iii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained, (iv) in the case of life insurance benefits, upon death, and (iiv) Employees who on in the case of accidental death and dismemberment benefits, at the time of the accident. Notwithstanding any provision of this Section 4.5, the employment of any Business Employee that, prior to the Closing, has a qualifying long-term disability under a Seller Plan providing for long-term disability benefits (such employee, a “Closing LTD Employee”) shall transfer to Sellers or any of their Affiliates prior to the Closing Date are on maternity or paternity leaveand continue to be covered under such Seller Plans, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policiesterms and conditions of such plans. Sellers or, practices and procedures of the Purchaser if applicable, such Affiliate shall employ such Closing LTD Employee until he or if his she is cleared to return to employment is contrary to work as an active employee, at which time the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Closing LTD Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be offered employment with Buyer or one of its Affiliates (including the Subject Companies) and become a “Transferred Employee” for purposes of Continuing Employee under this Agreement effective upon the later of Section 4.5; provided that such return-to-work date occurs within one (1) year following the Closing Date or such later date required by applicable Law. Notwithstanding any provision of this Section 4.5, including the return foregoing sentence, if a Covered Disabled Employee cannot be covered by Buyer’s (or its Affiliate’s) long-term disability plan as of the time such Applicable Covered Disabled Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an is eligible for long-term disability benefits (such date, the “at-will” basisEligible LTD Date”), and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of such Covered Disabled Employee shall transfer to the Sellers or any of their Affiliates prior to the Eligible LTD Date to the extent necessary to provide such person at any time and for any reason satisfactory to it.Covered Disabled Employee’s long-term disability

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities period of one (with no reduction in base salary or weekly or hourly rate of pay1) to all Applicable Employees (as defined below). Such offer shall be effective on year following the Closing Date (the “Continuation Period”), Parent shall, or shall cause the Surviving Company or any of its Affiliates to, provide to each Continuing Employee (i) the same salary or hourly wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) the same short-term (annual or more frequent) bonus or commission opportunity provided to such Continuing Employee immediately prior to the Effective Time and (iii) other compensation and benefits (excluding equity and equity-based awards, which will remain discretionary) that are no less favorable in the case aggregate, determined on an individual basis, as those provided to such Continuing Employee under the compensation and benefit plans, programs, policies, agreements and arrangements of an Applicable Employee actively employed at PRE and its Subsidiaries in effect immediately prior to the ClosingEffective Time. Without limiting the foregoing, and with the intention of retaining key employees, it is EXOR’s intention to have PartnerRe implement total compensation packages, including incentive compensation, that will be market competitive and will take into account the prior total compensation opportunity of Continuing Employees. (b) Prior to the Effective Time, PRE shall take all actions necessary or upon required under the return ESPP and SSPP (together, the “Purchase Plans”) and any applicable Laws to: (i) ensure that no offering period shall be authorized or commenced on or after the date of any such Applicable Employee this Agreement; (ii) no PRE employees will be permitted to active employment begin participating in the case Purchase Plans, and no existing participants in the Purchase Plans will be permitted to make additional deferrals or increase elective deferral rates in respect of any other Applicable Employee. For purposes the current offering period under such Purchase Plan, in each case, on or after the date of this Agreement; and (iii) if the Closing shall occur prior to the end of the offering period in existence under the respective Purchase Plan, on the date of this Agreement, “Applicable Employees” means cause the rights of participants in such Purchase Plan, as applicable, with respect to any such offering period then underway to be determined by treating the last Business Day prior to the Effective Time as the last day of such offering period and by making such other pro rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under such Purchase Plan. PRE shall terminate each Purchase Plan in its entirety effective as of the Effective Time. Prior to the Effective Time, PRE shall take all actions (iincluding, if appropriate, amending the terms of the Purchase Plans) all active Employees on that are necessary to give effect to the Closing Datetransactions contemplated by this ‎Section 6.05. (c) With respect to any employee benefit plan maintained by the Surviving Company or any of its Affiliates in which any Continuing Employee becomes a participant, including Employees on temporary leave such Continuing Employee shall receive full credit for purposes of jury or annual two-week national service/military duty, Employees on vacation eligibility to participate and Employees on a regularly scheduled day off from work, and vesting thereunder (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall but not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon benefit accrual or vesting of equity compensation) for service with PRE or any of its respective Subsidiaries (or predecessor employers to the later extent PRE provides such past service credit) to the same extent that such service was recognized as of the Closing Date or Effective Time under a comparable plan of the return of such Applicable applicable entity in which the Continuing Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itparticipated.

Employees and Employee Benefits. (a) Purchaser Effective as of the Effective Time, all employees of Rystan immediately prior to the Effective Time (other than those on long-term disability and those that are and have been on leave of absence for six months or longer) shall offer employmentbecome employees of the Surviving Corporation ("Surviving Corporation Employees") and shall cease active participation in all Employee Benefit Plans that are not maintained by Integra or the Surviving Corporation. (b) Effective as of the Effective Time, Surviving Corporation Employees who immediately prior to the Effective Time were participants in the Carnrick Employees' Incentive and Savings Plan (the "Carnrick 401(k) Plan") shall cease to be eligible for any future contributions to the Carnrick 401(k) Plan, shall have a fully vested and non-forfeitable interest in their vested and unvested account balances in the Carnrick 401(k) Plan, and shall be entitled to a distribution of their account balances under the Carnrick 401(k) Plan in accordance with and to the extent permitted by Section 401(k)(10) of the Code and other applicable provisions of the Code. Surviving Corporation Employees who receive an eligible rollover distribution (within the meaning of Section 402(f)(2) of the Code, including a reasonable commuting distance direct rollover distribution with the meaning of Section 401(a)(31) of the Code) from the Branch Carnrick 401(k) Plan shall, subject to which each Applicable Employee is assignedthe provisions of Section 402 of the Code and upon presentation of an IRS favorable determination letter with respect to the Carnrick 401(k) Plan and an opinion of counsel satisfactory to Integra, be permitted to make a rollover contribution to a defined contribution plan of Integra. (c) Effective as of October 1, 1998, Surviving Corporation Employees and their covered dependents shall be eligible to enroll in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees such welfare plans (as defined below)in Section 3(1) of ERISA) as Integra or the Surviving Corporation shall make available to new employees hired by the Surviving Corporation after the Effective Time (the "Surviving Corporation Welfare Plans") and shall (except for the obligation under the next sentence and under paragraph (d) of this Section 5.03) be otherwise subject to the terms and conditions of such Surviving Corporation Welfare Plans. Such offer Effective as of October 1, 1998, Surviving Corporation Employees shall be effective on eligible to enroll in Surviving Corporation Welfare Plans which provide medical benefits without (i) any waiting periods, (ii) any evidence of insurability and (iii) application of any pre-existing physical or mental condition, restrictions, except to the Closing Date in the case extent that such waiting periods, evidence of an Applicable Employee actively employed at the Closinginsurability, or upon pre-existing mental or physical condition restrictions would apply under GWC's welfare plans and be permitted by law. (d) The Surviving Corporation shall have responsibility for "continuation coverage" obligations with respect to Surviving Corporation Employees and "qualified beneficiaries" of such Surviving Corporation Employees for whom a "qualifying event" occurs on or after October 1, 1998. The phrases "continuation coverage, "qualified beneficiaries" and "qualifying event" shall have the return meaning ascribed to them in Section 4980B of the Code and Section 601-608 of ERISA. (e) The parties hereto expressly acknowledge that the Surviving Corporation shall be obligated to pay all liabilities under the employee benefit plans that are maintained for Surviving Corporation Employees to or in respect of any Surviving Corporation Employee terminated for any reason at or after the Effective Time, including, without limitation, any liability triggered under any employment compensation or government-mandated benefits relating to the termination of any Surviving Corporation Employee at or after the Effective Time, including, without limitation, under the Workers Adjustment and Retraining Notification Act of 1998. (f) The parties hereto expressly acknowledge that Integra and the Surviving Corporation shall not be obligated to pay any liabilities under the employee benefit plans that were maintained for Rystan employees to or in respect of any such Applicable Employee employee terminated for any reason prior to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means Effective Time (i) all active Employees but not those on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability or leave of absence), including, without limitation, any liability triggered under any employment compensation or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary government-mandated benefits relating to the terms termination of his leave; any such employee prior to the Effective Time, including, without limitation, under the Workers Adjustment and further provided, however Retraining Notification Act of 1988. The parties hereto acknowledge that Purchaser Rystan employees on short-term disability or leave of absence for fewer than six months at the Effective Time shall not be required deemed to offer employment have been terminated prior to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” the Effective Time for purposes of this Agreement effective upon Section 5.03(f). (g) Integra shall cause the later of Surviving Corporation to offer compensation and benefits to Surviving Corporation Employees that are substantially equivalent when taken as a whole to the Closing Date or compensation and benefits that such employees enjoyed before the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and Effective Time; provided that nothing in this Agreement Section 5.03(g) shall be deemed obligate the Surviving Corporation to constitute an renew any employment agreement with any such person after its expiration or to obligate Purchaser to employ any such person for any specific period of time termination or in any specific position or to restrict Purchaser’s right to terminate preclude the employment of any such person Surviving Corporation from terminating Surviving Corporation Employees employed at any time and for any reason satisfactory to itwill after October 1, 1998.

Employees and Employee Benefits. (aA) Purchaser From and after the Effective Time, the Surviving Corporation shall offer employmentassume and honor all UPR Plans and UPR Employment Agreements in accordance with their terms as in effect immediately before the Effective Time, within a reasonable commuting distance from subject to any amendment or termination thereof that may be permitted by such terms. Until at least the Branch first anniversary of the Effective Time (the "BENEFITS TRANSITION PERIOD"), Anadarko shall provide, or shall cause to which each Applicable Employee is assignedbe provided, to individuals who are, immediately before the Effective Time, employees of UPR and its subsidiaries who are not subject to collective bargaining (the "UPR EMPLOYEES"), employee benefits, other than equity-based benefits, that are, in positions requiring the aggregate, comparable skills and abilities to the benefits, other than equity-based benefits, provided to UPR Employees under the UPR Plans immediately before the Effective Time (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined belowthe "UPR BENEFITS"). Such offer Following the end of the Benefits Transition Period, or, at its discretion, prior to the end of the Benefits Transition Period, in lieu of the UPR Benefits, Anadarko shall provide, or cause to be provided, to UPR employees, employee benefits that are in the aggregate comparable to those provided, to similarly situated employees of Anadarko. The foregoing shall not be construed to prevent the termination of employment of any UPR Employee or the amendment or termination of any particular UPR Employee Benefit Plan to the extent permitted by its terms as in effect immediately before the Effective Time. (B) For all purposes under the employee benefit plans of Anadarko and its affiliates (including the Surviving Corporation) providing benefits to any UPR Employees after the Effective Time (the "NEW PLANS"), each UPR Employee shall be effective on credited with his or her years of service with UPR and its subsidiaries before the Closing Date in Effective Time, to the case of an Applicable same extent as such UPR Employee actively employed at was entitled, before the ClosingEffective Time, or upon the return of to credit for such service under any such Applicable similar UPR Employee to active employment in the case of any other Applicable Employee. For Benefit Plans, except for purposes of this Agreementbenefit accrual under defined benefit pension plans and except as would result in a duplication of benefits. In addition, “Applicable Employees” means and without limiting the generality of the foregoing: (i) each UPR Employee shall be immediately eligible to participate, without any waiting time, in any and all active Employees on New Plans to the Closing Dateextent coverage under such New Plan replaces coverage under a comparable UPR Employee Benefit Plan in which such UPR Employee participated immediately before the Effective Time (such plans, including Employees on temporary leave for purposes of jury or annual two-week national service/military dutycollectively, Employees on vacation and Employees on a regularly scheduled day off from work, the "OLD PLANS"); and (ii) Employees who for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any UPR Employee, Anadarko shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Anadarko shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date are on maternity date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under her covered dependents for the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no applicable plan year as if such Employee shall be guaranteed reinstatement to active employment if he is incapable of working amounts had been paid in accordance with such New Plan. (C) Without limiting the policies, practices and procedures generality of the Purchaser or if his return to employment is contrary to foregoing, following the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisEffective Time, and nothing until such time as Anadarko shall otherwise determine, the ESOP shall continue in this Agreement effect holding the Anadarko Common Shares that it receives in the Merger, and the Loans shall continue to remain outstanding and be deemed to constitute an employment agreement repaid in accordance with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to ittheir terms.

Employees and Employee Benefits. (a) Purchaser Following the Effective Time, Bergen shall offer employmentprovide 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, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to Bergen shall treat all Applicable service by PharMerica Employees (as defined below). Such offer shall be effective ) 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 of benefits for the same period of service), and, with respect to any medical or dental benefit plan in which PharMerica Employees participate after the case of an Applicable Employee actively employed at the ClosingEffective Time, Bergen shall waive or upon the return of cause to be waived any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means pre-existing condition exclusions and actively-at-work requirements (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such waiver shall apply to a pre-existing condition of any PharMerica Employee who was, as of the Effective Time, excluded from participation in a PharMerica Benefit Plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Effective Time by a PharMerica Employee or a PharMerica Employee's covered dependent shall be guaranteed reinstatement taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to active employment if he is incapable the same extent as such expenses are taken into account for the benefit of working 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 the Surviving Corporation and its Subsidiaries to honor in accordance with the policiestheir terms all employment, practices severance, consulting and procedures other compensation contracts disclosed in Section 3.23 of the Purchaser PharMerica Disclosure Statement between PharMerica or if his return to employment is contrary to one of its Subsidiaries and any current of former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted Effective Time under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later provisions of the Closing Date or PharMerica Employee Benefit Plans listed in Section 3.26 of the return PharMerica Disclosure Statement as such provisions exist on the date hereof. 5.17 No Solicitation; Withdrawal of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itPharMerica Board Recommendation.

Employees and Employee Benefits. (a) Purchaser shall offer employmentFor a period of twelve (12) months following the Closing Date (or, within a reasonable commuting distance from if shorter, the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period commencing on the Closing Date in and ending on the case of an Applicable Employee actively employed at date on which the Closingapplicable Continuing Employee’s employment with the Purchaser or its Affiliate terminates), the Purchaser shall, or upon shall cause its Affiliates (including the return of Company Group) to provide any such Applicable Continuing Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means with (i) all active Employees on an annual base salary or base hourly wage rate, as applicable, and annual cash bonus and other incentive compensation opportunities that are substantially comparable in the aggregate, in each respect, to those provided to such Continuing Employee immediately prior to the Closing Date, (ii) employee benefits (including Employees retirement plan participation but other than equity-based compensation) that are substantially comparable in the aggregate to the employee benefits provided to the similarly-situated employees of the Purchaser and (iii) severance benefits that are substantially comparable in the aggregate to those that are set forth on temporary leave Schedule 8.04 for such Continuing Employee. (b) With respect to each Continuing Employee, effective as of the Closing Date, the Purchaser shall, and shall cause its Affiliates to take commercially reasonable efforts: (i) recognize, for purposes of jury eligibility and vesting (but excluding benefit levels and accruals) under all plans, programs and arrangements established or annual twomaintained by the Purchaser or its Affiliates for the benefit of such Continuing Employee (other than equity-week national service/military dutybased compensation), Employees on vacation service with the Seller and Employees on a regularly scheduled day off from work, and its Non-Company Affiliates prior to the Closing Date to the extent such service was recognized under the corresponding Seller Benefit Plan immediately prior to the Closing Date; (ii) Employees who on waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other welfare benefit plans established or maintained by the Purchaser or its Affiliates for the benefit of such Continuing Employee, except to the extent such pre-existing condition exclusion, requirement or waiting period would have applied to such individual under the corresponding Seller Benefit Plan in which such Continuing Employee was eligible to participate immediately prior to the Closing Date; (iii) provide full credit for all co-payments, deductibles and similar payments such Continuing Employee made or incurred under a Seller Benefit Plan prior to the Closing Date are on maternity or paternity for the plan year in which the Closing occurs, as possible under the rules of the Purchaser’s Benefit Plan; and (iv) credit each Continuing Employee with the amount of accrued but unused paid time off, vacation, sick leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, shortpersonal holiday pay and other time-term disability leave off benefits as such Continuing Employee had with the Seller or medical its Affiliates as of the Closing Date. (c) Without limiting the foregoing, the Purchaser shall allow Continuing Employees to use the paid time off, vacation, sick leave, providedpersonal leave, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable personal holiday pay and other time-off benefits recognized or established in accordance with clause (iv) of working Section 8.04(b) in accordance with the policiesterms of the Company Group’s policies and programs in effect immediately prior to the Closing Date (in addition to, practices and procedures not in lieu of, any paid time off, vacation, sick leave, personal leave, personal holiday pay or other time-off benefits accrued under the applicable plans or policies of the Purchaser or if his return its Affiliates on or following the Closing). (d) The provisions of this Section 8.04 are solely for the benefit of the parties to employment is contrary to this Agreement, and no current or former employee (including any Business Employees), officer, director, manager or consultant, or any other individual associated therewith, shall be regarded for any purpose as a third-party beneficiary of this Section 8.04. In no event shall the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to (i) establish, amend or modify any Seller Benefit Plan or any other Employee Benefit Plan; (ii) alter or limit the ability of the Purchaser, its Subsidiaries or the Company Group to amend, modify or terminate any Employee Benefit Plan after the Closing Date; or (iii) confer upon any current or former employee (including any Business Employees), officer, director or consultant, any right to employment or continued employment or continued service with the Purchaser, its Subsidiaries or the Company Group, or constitute or create an employment agreement with any employee. (e) Upon and following the Closing Date, none of the Purchaser or any of its Affiliates (including, following the Closing, the Company Group) shall terminate any Continuing Employees in such person numbers as could trigger any liability or to obligate obligation for the Seller or any of its Affiliates under WARN or any similar Laws. The Purchaser to employ shall, and shall cause each of its Affiliates and Subsidiaries (including, following the Closing, the Company Group) to, comply with any such person for and all applicable notice, pay or filing requirements under WARN or any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itsimilar Laws.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on From the Closing Date, Purchaser shall, or shall cause the Group Companies to, honor the terms and conditions of applicable employment agreements entered into by the Group Companies and Collective Bargaining Agreements then in effect; provided that Purchaser may, or may cause the Group Companies to, amend or terminate any such agreements and Collective Bargaining Agreements in accordance with their terms and applicable Law. (b) Until the end of the calendar year in which the Closing occurs, Purchaser shall, or shall cause the Group Companies or their respective Affiliates to, provide Business Employees, in the aggregate, who are employed with the Group Companies as of the Closing Date (each, a “Continuing Employee”) with: (i) cash compensation (including Employees on temporary leave for purposes base salary or base wages and target cash bonus opportunities, but excluding overtime pay, commissions and any change in control, retention, transaction or similar bonuses paid as a result of jury or annual two-week national service/military dutyin connection with the transactions contemplated hereby) that is substantially comparable in the aggregate to the cash compensation provided to such Continuing Employees, Employees on vacation and Employees on a regularly scheduled day off from workin the aggregate, immediately prior to the Closing Date; and (ii) Employees who on employee benefits that are substantially comparable in the aggregate to the employee benefits provided to such Continuing Employees, in the aggregate, under the applicable Company Plans immediately prior to the Closing Date are on maternity (but excluding equity awards or paternity leaveplans including but not limiting to an employee stock | purchase plan and any benefit which is not commercially reasonable for Purchaser to maintain or duplicate). (c) Purchaser shall, educational leaveor shall cause the Group Companies to, military leave provide Continuing Employees whose employment with veteran’s reemployment rights Purchaser or the Group Companies is terminated without just cause following the Closing Date with the severance required by applicable Law. (d) Purchaser shall use commercially reasonable efforts to or, to the extent that an applicable plan is insured, shall use commercially reasonable efforts to cause the insurance carrier to, give Continuing Employees full credit for the purposes of eligibility, vesting, and determination of benefits (including for the purpose of determining vacation and severance benefits) under federal lawany benefit plans (but excluding any defined benefit or retiree medical plans) maintained by Purchaser, leave its Affiliates or the Group Companies for such Continuing Employees’ service with Seller, any Group Company or their Affiliates to the same extent recognized under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave comparable Seller Plan or medical leave, Company Plan immediately prior to the Closing; provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser service shall not be required recognized to offer employment the extent that such recognition would result in a duplication of benefits with respect to any Applicable the same period of service. In addition, Purchaser shall use commercially reasonable efforts to, or shall cause the Group Companies to use commercially reasonable efforts to, credit each Continuing Employee whose employment would not be permitted under applicable law with the accrued but unused vacation, personal and regulation. Each Applicable sickness days which the Continuing Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later has accrued but remain unused as of the Closing Date. (e) No later than the Closing Date, Seller shall pay to each Business Employee and Service Provider a variable performance bonus prorated to reflect the portion of the calendar year prior to the Closing Date or and company and individual performance achieved during the return portion of such Applicable Employee the calendar year prior to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing the Closing Date. (f) Nothing contained in this Agreement shall Section 5.5 will be construed to create any thirdparty beneficiary rights in any Person, including any Business Employee (including any dependent or beneficiary thereof), nor will this Section 5.5 be deemed to constitute an employment agreement with amend any such person Employee Benefit Plan or any other benefit plan of Seller, Purchaser or their respective Affiliates or to obligate prohibit Seller, Purchaser to employ or their respective Affiliates from amending or terminating any such person for any specific period of time benefit plan or in any specific position or to restrict Purchaser’s right to terminate terminating the employment or engagement of any such person at any time and for any reason satisfactory to itContinuing Employee.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate As of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, Equity Purchaser or upon its Affiliates, as appropriate, will assume the return Conveyed Entities Collective Bargaining Agreements and adhere to the obligations thereunder pursuant to the terms therein. Following the Closing, Equity Purchaser or its Affiliates will employ the employees who are subject to the Conveyed Entities Collective Bargaining Agreements and employed by the Conveyed Entities as of any such Applicable Employee the Closing, on the terms therein with credit as applicable for years of service with the applicable Conveyed Entity. (b) With respect to active employment in all non-Union employees of the case Conveyed Entities immediately prior to the Closing, Equity Purchaser or its Affiliates will accept the automatic transfer of any other Applicable Employeethose employees on the same terms and conditions immediately following the Closing, including those on leaves of absence and/or disability leave. For purposes of this AgreementNotwithstanding the foregoing, “Applicable Employees” means (i) all active Employees on nothing herein will, after the Closing Date, impose on any Purchaser any obligation to retain any Conveyed Entity Purchaser Employee for any amount of time or on any terms and conditions of employment. The employment of each such Conveyed Entity Purchaser Employee with Equity Purchaser (including Employees any Purchaser Employee who may be on temporary leave of absence) will commence immediately after the Closing Date. (c) Purchasers and Seller shall, prior to the Closing, use commercially reasonable efforts to limit the territorial jurisdiction of the Utah CBA solely to the State of Utah, solely by corresponding, conversing and negotiating with the Regional District Counsel & Reinforcing Local Union 846 and 847 and/or the International Association of Bridge Structural, Ornamental and Reinforcing Iron Workers, provided that Purchasers and Seller shall each be responsible for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from worktheir own respective expenses relating to this effort, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, further provided, however, that in no event will Seller be obligated to incur any expenses (other than ancillary expenses, such Employee shall be guaranteed reinstatement as travel) in connection with its actions taken pursuant to active employment if he is incapable this Section 5.5(c) or to increase rates of working in accordance with the policiespay, practices and procedures pay a consent fee, or agree to similar costs as part of the Purchaser or if his return foregoing negotiation efforts. (d) With respect to employment is contrary all non-Union Seller Employees who are, immediately prior to the Closing, employed by the Purchased Assets Business, the Selling Subsidiaries shall terminate all such Seller Employees immediately prior to the Closing. Prior to the Closing, Purchasers shall set terms and conditions of his leave; employment, including wages, benefits, job duties and further providedresponsibilities and work assignment for purposes of operating the Purchased Assets after the Closing. Purchasers shall determine which non-Union Seller Employees who are, however that immediately prior to the Closing, employed by the Purchased Assets Business and set forth on Schedule 5.5(d) of the Seller Disclosure Letter, if any, to offer employment to. Purchasers will comply in all material respects with all applicable Laws with respect to making any such offers of employment, and Seller will not assume any Liability for discrimination claims, failure to hire claims or related claims brought against Purchasers by Business Employees who were not made offers of employment by Purchasers under this Section 5.5(d) (such claims, “Purchaser Discrimination Claims”). Purchasers shall provide Seller with a list of the non-Union employees of the Purchased Assets Business it will make offers of employment to at least seventy-five (75) days prior to the Closing Date. Only those employees, who are offered and accept such offers of employment with Purchasers based on the terms and conditions set by Purchasers and then actually commence employment with Purchasers will become Purchased Assets Business Purchaser Employees after the Closing. Purchaser will consult with Seller regarding the timing and method of communication prior to the extension of employment offers to the Seller Employees employed by the Purchased Assets Business. Notwithstanding the foregoing, nothing herein will, after the Closing Date, impose on Purchasers any obligation to retain any Purchased Assets Business Purchaser Employees in its employment for any amount of time or on any terms and conditions of employment. The employment of each Purchased Assets Business Purchaser Employees with Purchaser will commence immediately after the Closing. (e) Except as otherwise required by Law, specified in this Agreement, or otherwise agreed in writing by Purchasers, Purchasers shall not be required obligated to offer employment provide any severance, separation pay, or other payments or benefits, including any key employee retention payments, to any Applicable Seller Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer on account of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return any termination of such Applicable Employee to active employment. A Transferred Seller Employee’s employment with Purchaser shall be on an “at-will” basisor before the Closing Date, and nothing in this Agreement such benefits (if any) shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period remain obligations of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itSeller.

Employees and Employee Benefits. (aA) Purchaser From and after the Effective Time, the Surviving Corporation shall offer employmentassume and honor all UPR Plans and UPR Employment Agreements in accordance with their terms as in effect immediately before the Effective Time, within a reasonable commuting distance from subject to any amendment or termination thereof that may be permitted by such terms. Until at least the Branch first anniversary of the Effective Time (the "Benefits Transition Period"), Anadarko shall provide, or shall cause to which each Applicable Employee is assignedbe provided, to individuals who are, immediately before the Effective Time, employees of UPR and its subsidiaries who are not subject to collective bargaining (the "UPR Employees"), employee benefits, other than equity-based benefits, that are, in positions requiring the aggregate, comparable skills and abilities to the benefits, other than equity-based benefits, provided to UPR Employees under the UPR Plans immediately before the Effective Time (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined belowthe "UPR -39- 44 Benefits"). Such offer Following the end of the Benefits Transition Period, or, at its discretion, prior to the end of the Benefits Transition Period, in lieu of the UPR Benefits, Anadarko shall provide, or cause to be provided, to UPR employees, employee benefits that are in the aggregate comparable to those provided, to similarly situated employees of Anadarko. The foregoing shall not be construed to prevent the termination of employment of any UPR Employee or the amendment or termination of any particular UPR Employee Benefit Plan to the extent permitted by its terms as in effect immediately before the Effective Time. (B) For all purposes under the employee benefit plans of Anadarko and its affiliates (including the Surviving Corporation) providing benefits to any UPR Employees after the Effective Time (the "New Plans"), each UPR Employee shall be effective on credited with his or her years of service with UPR and its subsidiaries before the Closing Date in Effective Time, to the case of an Applicable same extent as such UPR Employee actively employed at was entitled, before the ClosingEffective Time, or upon the return of to credit for such service under any such Applicable similar UPR Employee to active employment in the case of any other Applicable Employee. For Benefit Plans, except for purposes of this Agreementbenefit accrual under defined benefit pension plans and except as would result in a duplication of benefits. In addition, “Applicable Employees” means and without limiting the generality of the foregoing: (i) each UPR Employee shall be immediately eligible to participate, without any waiting time, in any and all active Employees on New Plans to the Closing Dateextent coverage under such New Plan replaces coverage under a comparable UPR Employee Benefit Plan in which such UPR Employee participated immediately before the Effective Time (such plans, including Employees on temporary leave for purposes of jury or annual two-week national service/military dutycollectively, Employees on vacation and Employees on a regularly scheduled day off from work, the "Old Plans"); and (ii) Employees who for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any UPR Employee, Anadarko shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Anadarko shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date are on maternity date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under her covered dependents for the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no applicable plan year as if such Employee shall be guaranteed reinstatement to active employment if he is incapable of working amounts had been paid in accordance with such New Plan. (C) Without limiting the policies, practices and procedures generality of the Purchaser or if his return to employment is contrary to foregoing, following the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisEffective Time, and nothing until such time as Anadarko shall otherwise determine, the ESOP shall continue in this Agreement effect holding the Anadarko Common Shares that it receives in the Merger, and the Loans shall continue to remain outstanding and be deemed to constitute an employment agreement repaid in accordance with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to ittheir terms.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities period of one (with no reduction in base salary or weekly or hourly rate of pay1) to all Applicable Employees (as defined below). Such offer shall be effective on year following the Closing Date (the “Continuation Period”), Parent shall, or shall cause the Surviving Company or any of its Affiliates to, provide to each Continuing Employee (i) the same salary or hourly wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) the same short-term (annual or more frequent) bonus or commission opportunity provided to such Continuing Employee immediately prior to the Effective Time and (iii) other compensation and benefits (excluding equity and equity-based awards, which will remain discretionary) that are no less favorable in the case aggregate, determined on an individual basis, as those provided to such Continuing Employee under the compensation and benefit plans, programs, policies, agreements and arrangements of an Applicable Employee actively employed at PRE and its Subsidiaries in effect immediately prior to the ClosingEffective Time. Without limiting the foregoing, and with the intention of retaining key employees, it is EXOR’s intention to have PartnerRe implement total compensation packages, including incentive compensation, that will be market competitive and will take into account the prior total compensation opportunity of Continuing Employees. (b) Prior to the Effective Time, PRE shall take all actions necessary or upon required under the return ESPP and SSPP (together, the “Purchase Plans”) and any applicable Laws to: (i) ensure that no offering period shall be authorized or commenced on or after the date of any such Applicable Employee this Agreement; (ii) no PRE employees will be permitted to active employment begin participating in the case Purchase Plans, and no existing participants in the Purchase Plans will be permitted to make additional deferrals or increase elective deferral rates in respect of any other Applicable Employee. For purposes the current offering period under such Purchase Plan, in each case, on or after the date of this Agreement; and (iii) if the Closing shall occur prior to the end of the offering period in existence under the respective Purchase Plan, on the date of this Agreement, “Applicable Employees” means cause the rights of participants in such Purchase Plan, as applicable, with respect to any such offering period then underway to be determined by treating the last Business Day prior to the Effective Time as the last day of such offering period and by making such other pro rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under such Purchase Plan. PRE shall terminate each Purchase Plan in its entirety effective as of the Effective Time. Prior to the Effective Time, PRE shall take all actions (iincluding, if appropriate, amending the terms of the Purchase Plans) all active Employees on that are necessary to give effect to the Closing Datetransactions contemplated by this ‎Section 6.05. (c) With respect to any employee benefit plan maintained by the Surviving Company or any of its Affiliates in which any Continuing Employee becomes a participant, including Employees on temporary leave such Continuing Employee shall receive full credit for purposes of jury or annual two-week national service/military duty, Employees on vacation eligibility to participate and Employees on a regularly scheduled day off from work, and vesting thereunder (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall but not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon benefit accrual or vesting of equity compensation) for service with PRE or any of its respective Subsidiaries (or predecessor employers to the later extent PRE provides such past service credit) to the same extent that such service was recognized as of the Closing Date or Effective Time under a comparable plan of the return of such Applicable applicable entity in which the Continuing Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itparticipated.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate Effective as of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave employees of the Companies (collectively, the "Company Employees") shall cease active participation in all employee benefit plans, other than plans that are maintained by the Companies solely for purposes Company Employees. (b) As soon as practical after the Closing Date and following (i) delivery by the Buyers to Delphi of jury a favorable IRS determination letter regarding the Companies' 401(k) plan or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from workan opinion of counsel satisfactory to Delphi, and (ii) delivery by Delphi to the Companies of a favorable IRS determination letter regarding Delphi's 401(k) Plan or an opinion of counsel satisfactory to the Companies, Delphi shall cause the trustee of Delphi's 401(k) Plan to transfer all of the assets not theretofore withdrawn pursuant to the preceding paragraph of this Section 6.7(b) and liabilities thereof attributable to Company Employees who are employed by the Companies on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later Companies' defined contribution plan. (c) Effective as of the Closing Date Date, the Buyers or the return Companies shall make available health and other group welfare plans as defined in Section 3(1) of such Applicable Employee ERISA (with no pre-existing condition limitations) for the benefit of Company Employees and their dependents and beneficiaries covered by the Companies' or Delphi's plans immediately prior to active employmentthe Closing. A Transferred Employee’s employment with Purchaser Delphi shall be retain responsibility for all medical services incurred prior the Closing Date and the Buyers and the Companies shall retain responsibility for claims incurred on an “at-will” basisor after the Closing Date. For purposes of the preceding sentence, and nothing in this Agreement a claim shall be deemed to constitute an employment agreement have been incurred on the date on which medical or other treatment or service was rendered and not the date of inception of the related illness or injury or the date of submission of a claim related thereto. (d) The Buyers shall have sole responsibility for "continuation coverage" obligations with any respect to Company Employees and "qualified beneficiaries" of such person employees for whom a "qualifying event" has occurred, whether prior to, in connection with, or after the Closing Date, provided that Delphi agrees to obligate Purchaser provide a certificate of creditable coverage for all such Company employees. The phrases "continuation coverage," "qualified beneficiaries" and "qualifying event" shall have the meaning ascribed to employ any such person for any specific period them in Section 4980B of time or in any specific position or to restrict Purchaser’s right to terminate the employment Code and Sections 601-608 of any such person at any time and for any reason satisfactory to itERISA.

Employees and Employee Benefits. (a) Immediately prior to the Closing, the Purchaser shall offer employment, within a reasonable commuting distance from to each of the Branch Continuing Employees substantially equivalent employment as each Continuing Employee held with the Seller immediately prior to which the Closing and each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate such offer of pay) to all Applicable Employees (as defined below). Such offer employment shall be effective as of the Closing Date. Without limiting the generality of the foregoing, each offer of employment shall be at substantially the same base salary and pursuant to terms and conditions that recognize prior service with the Seller for purposes of eligibility and vesting, under all compensation and benefit plans, programs and policies maintained by the Purchaser on and after the Closing, and the Purchaser shall initially provide benefits under the United Healthcare/Oxford HRA Medical Plan set forth on Schedule 3.17(a) which is being assumed by the Purchaser pursuant to the terms of this Agreement. In addition, the Purchaser shall, for a period of twelve (12) months following the Closing Date, apply the severance policies of the Seller as described on Schedule 3.17(a) (including giving full credit for years of service of employment with the Seller prior to the Closing Date), but only for those Continuing Employees who accept employment with the Purchaser at Closing and whose employment is thereafter terminated by the Purchaser without cause within such twelve (12) month period. Nothing in this Agreement shall require the Purchaser to continue to employ any such Continuing Employee following the Closing Date; provided, however, that notwithstanding the foregoing, the Purchaser shall not take any action following the Closing that could impose any obligation under WARN on the Seller or DGT. (b) The Seller shall use commercially reasonable efforts on or before the Closing Date to transfer the sponsorship of the United Healthcare/Oxford HRA Medical Plan set forth on Schedule 3.17(a) to the Purchaser, effective as of the Closing Date. (c) In the event that Purchaser (or its Affiliates) shall cease to provide to any Continuing Employee any of the benefits under the Employee Plans set forth on Schedule 3.17(a), the Purchaser agrees that, for one (1) year following the Closing Date, such Continuing Employee will be eligible to participate in the case Purchaser’s or one of an Applicable its Affiliate’s employee benefit plans and programs which are generally applicable to the Purchaser’s or one of its Affiliate’s similarly situated employees, including but not limited to health care plans and flexible spending account plans, subject to the terms and conditions of such plans and programs, and that each Continuing Employee actively employed at shall be given credit for the Closingcorresponding service recognized by the Seller or DGT prior to the date he or she terminates employment with the Seller for eligibility and vesting purposes under the Purchaser’s or one of its Affiliate’s employee benefit plans and programs, except to the extent such service credit would result in any duplication of benefits. In addition, if the Continuing Employee (or upon the return of any such Applicable Employee to active employment his or her covered dependent) was participating in the case Seller’s or DGT’s similar employee welfare benefit plan as of the date his or her employment with the Seller terminates, the Purchaser will use commercially reasonably efforts to cause such Purchaser’s or one of its Affiliate’s employee welfare benefit plan to waive any other Applicable Employee. For purposes and all restrictions relating to pre-existing conditions and evidence of this Agreementinsurability to the extent required by the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, “Applicable Employees” means (i) all active Employees and to the extent permitted by applicable laws and the relevant insurance carriers; provided, however, if, on the Closing Date, including Employees on temporary leave a Continuing Employee is receiving benefits, or has filed a claim for purposes benefits, under the Seller’s short term and/or long term disability plans or under any workers’ compensation plan, he or she will remain covered under such plans through the duration of jury such disability. With respect to any of the Purchaser’s or annual twoone of its Affiliate’s welfare benefit plans, the Purchaser shall, to the extent permitted by applicable laws and relevant insurance carriers, use commercially reasonable efforts to (a) give credit, in determining any deductible limitations, co-week national service/military duty, Employees on vacation payments and Employees on a regularly scheduled day off from work, out-of-pocket maximums to any amounts paid by such Continuing Employee with respect to similar plans maintained by the Seller or DGT and (iib) Employees who on with respect to any health benefit plans maintained by the Purchaser’s or one of its Affiliate’s, ensure that no eligibility waiting periods, evidence of insurability requirements, or pre-existing condition limitations or exclusions shall apply with respect to such Continuing Employee (except to the extent any such requirement, limitation or exclusion applied prior to the Closing Date are on maternity under a similar Plan maintained by the Seller or paternity leaveDGT). In addition to the foregoing, educational leavethe Purchaser or one of its Affiliates (i) shall allow each Continuing Employee who completes an election to transfer vacation time from the Seller to the Purchaser (in form and substance reasonably satisfactory to the Purchaser), military leave with veteran’s reemployment rights under federal law, leave under and use accrued but unused vacation time following the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working Closing in accordance with the policies, practices and procedures vacation time policies of the Purchaser Purchaser, (ii) shall maintain or if his return cause to employment is contrary be maintained a defined contribution plan that (a) meets the requirements of Section 401(a) of the Code, and (b) includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code, and (iii) shall allow Continuing Employees who were eligible to participate in the terms of his leave; and further provided, however that Purchaser shall not be required Seller’s or DGT’s 401(k) Plan immediately prior to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or to be eligible to participate in the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment or one of any such person at any time and for any reason satisfactory to it.its Affiliate’s 401(k)

Employees and Employee Benefits. (a) Purchaser HFC agrees that the employees of Fidelity and Thrift who are retained by HFC after the consummation of the Mergers will be provided with benefits under employee benefit plans which in the aggregate are substantially comparable to those currently provided by HFC to its current employees. HFC will cause each employee benefit plan of HFC in which employees of Fidelity or Thrift are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such employees with Fidelity or Thrift as if such service were with HFC, to the same extent that such service was credited under a comparable plan of Fidelity or Thrift. (b) HFC and Bank shall offer honor, and HFC and Bank shall continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of Fidelity and Thrift existing as of the Effective Time of the Holding Company Merger, as well as all employment, within severance, deferred compensation or "change-in-control" agreements, plans or policies of Fidelity and Thrift disclosed on the Fidelity Lists. HFC and Bank acknowledge that the consummation of the Holding Company Merger will constitute a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills "change-in-control" of Fidelity and abilities (with no reduction in base salary or weekly or hourly rate Thrift for purposes of pay) to all Applicable Employees Plans (as defined belowin Section 4.22 hereof). Such offer . (c) If employees of Fidelity and Thrift become eligible to participate in a medical, dental or health plan of HFC or Bank, HFC or Bank shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any take commercially reasonable actions to cause each such Applicable Employee plan to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on waive any preexisting condition limitations to the Closing Dateextent such conditions are covered under the applicable medical, including Employees on temporary leave health or dental plans of HFC and Bank, (ii) provide full credit under such plans for purposes any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from workthe calendar year prior to such participation to the extent permitted by the insurers of such plans, and (iiiii) Employees waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time of the Holding Company Merger to the extent such employee had satisfied any similar limitation or requirement under an analogous Plan prior to the Effective Time of the Holding Company Merger. (d) An employee of Fidelity or Thrift (other than an employee who on is party to a severance agreement) whose employment is involuntarily terminated other than for cause following the Closing Date are on maternity Effective Time of the Holding Company Merger shall be entitled to receive severance benefits in accordance with, and to the extent provided in, the Fidelity Merger Severance Plan, a copy of which HFC acknowledges has been provided to it by Fidelity, and key employees of Fidelity or paternity leave, educational leave, military leave Thrift who remain such through the Effective Time of the Holding Company Merger shall be paid a retention bonus in accordance with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, Fidelity Merger Severance Plan; provided, however, that no such Employee shall be guaranteed reinstatement the total payments pursuant to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser this Section 8.5(d) shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itexceed $250,000.

Employees and Employee Benefits. (a) Purchaser Bios will use all commercially reasonable efforts to cause its employees (other than the Majority Shareholder) who are employed or retained in the operation of the Business, including the employees set forth on Schedule 4.13 of the Disclosure Schedule, to make available their employment services to Mesa. Mesa is not obligated to hire any employee of Bios but may, prior to the Closing at times mutually agreed upon with Bios, interview and may make offers of employment to any or all of the Bios employees who are employed or retained in the operation of the Business. Subject to applicable Law, Mesa will have reasonable access to the personnel records (including without limitation performance appraisals, disciplinary actions, and grievances) of Bios for the purpose of preparing for and conducting employment interviews with any or all of such employees. Such employees who accept Mesa’s offer of employment (the “Hired Employees”) effective as of the Closing shall offer employmentbecome employees of Mesa. The Hired Employees shall be entitled to a transfer of tenure for prior employment with Bios for the purpose of computing health and other benefits. Prior to the Closing, within a reasonable commuting distance from Bios will provide or cause the Branch Hired Employees to which each Applicable Employee is assigned, in positions requiring comparable skills provide to Mesa completed I-9 forms and abilities (attachments with no reduction in base salary or weekly or hourly rate of pay) respect to all Applicable Hired Employees. Effective immediately before the Closing, Bios will terminate the employment of all of the Hired Employees. (b) Mesa will set its own initial terms and conditions of employment for the Hired Employees and others it may hire, including without limitation work rules, benefits and salary and wage structure, all as permitted by applicable Law. Bios will be solely liable for any termination notice severance or similar payment required to be made to any of its employees as a result of the transactions contemplated by this Agreement. (c) It is understood and agreed that (i) Mesa’s expressed intention to extend offers of employment as defined below). Such offer shall be effective set forth in this Section will not constitute a contract (express or implied) on the part of Mesa to a post-Closing Date employment relationship of any fixed term or duration or upon any terms or conditions other than those that Mesa may establish pursuant to individual offers of employment and (ii) employment offered by Mesa is “at will” and all Hired Employees will remain at will employees and the employment of such Hired Employees may be terminated by Mesa or by the Hired Employee at any time for any reason. For the avoidance of doubt, nothing in this Agreement will be deemed to prevent or restrict in any way the case right of an Applicable Employee actively employed at Mesa to terminate, reassign, promote or demote any of the Hired Employees after the Closing, or upon to change adversely or favorably the return title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (d) From and after the Closing, Bios will remain solely responsible for all liabilities to or in respect of its employees and former employees, including Hired Employees, and beneficiaries and dependents of any such Applicable Employee employee or former employee, relating to active employment or arising in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means connection with or as a result of; (i) Bios employment of any such employee or former employee or the actual or constructive termination of employment of any such employee or former employee (including without limitation in connection with the consummation of the transactions contemplated by this Agreement and including the payment of any termination, notice, severance or similar payments and the provision of health plan continuation coverage in accordance with the requirements of Sections 601 et seq. of ERISA and Section 4980B of the Code), or (ii) accrued but unpaid salaries, wages, bonuses, incentive compensation, or other compensation or payroll items as a result of employment by Bios, but excluding vacation time accrued but not yet taken by the Hired Employees only. (e) From and after the Closing, Bios will remain solely responsible for all active liabilities to or in respect of the Hired Employees and their beneficiaries or dependents relating to or arising in connection with any claims, whether such claims are asserted before, on or after the Closing Date, including Employees on temporary leave for purposes of jury life, disability, accidental death or annual two-week national service/military dutydismemberment, Employees on vacation and Employees on a regularly scheduled day off from worksupplemental unemployment compensation, and (ii) Employees who on medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon an occurrence before the Closing Date are on maternity (including claims for continuing treatment in respect of any illness, accident, disability, condition or paternity leaveconfinement which occurs or commences before the Closing Date). (f) From and after the Closing, educational leaveMesa will be solely responsible for all liabilities to or in respect of the Hired Employees, military leave and beneficiaries and dependents of any such Hired Employees, relating to or arising in connection with veteranor as a result of; (i) Mesa’s reemployment rights under federal lawemployment of any such Hired Employee or the actual or constructive termination of any such Hired Employee (including the payment of any termination, leave under notice, severance or similar payments and the Family Medical Leave Act provision of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working health plan continuation coverage in accordance with the policies, practices requirements of Sections 601 et seq. of ERISA and procedures Section 4980B of the Purchaser Code), or if his return to employment is contrary to the terms of his leave; and further provided(ii) accrued but unpaid salaries, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer wages, bonuses, incentive compensation, or other compensation or payroll items as a result of employment shall by Mesa, including, but not limited to, vacation time accrued while in the employ of Bios but not yet taken by the Hired Employees. (g) From and after the Closing, Mesa will be a “Transferred Employee” solely responsible for purposes all liabilities to or in respect of this Agreement effective the Hired Employees and their beneficiaries or dependents relating to or arising in connection with any claims for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon the later of an occurrence on or after the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing (including claims for continuing treatment in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment respect of any such person at any time and for any reason satisfactory to itillness, accident, disability, condition or confinement which occurs or commences on or after the Closing Date).

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities period of one (with no reduction in base salary or weekly or hourly rate of pay1) to all Applicable Employees (as defined below). Such offer shall be effective on year following the Closing Date (the “Continuation Period”), Parent shall, or shall cause the Surviving Company or any of its Affiliates to, provide to each Continuing Employee (i) the same salary or hourly wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) the same short-term (annual or more frequent) bonus or commission opportunity provided to such Continuing Employee immediately prior to the Effective Time and (iii) other compensation and benefits (excluding equity and equity-based awards which will remain discretionary) that are no less favorable in the case aggregate, determined on an individual basis, as those provided to such Continuing Employee under the compensation and benefit plans, programs, policies, agreements and arrangements of an Applicable Employee actively employed at PRE and its Subsidiaries in effect immediately prior to the ClosingEffective Time. (b) Prior to the Effective Time, PRE shall take all actions necessary or upon required under the return ESPP and SSPP (together, the “Purchase Plans”) and any applicable Laws to: (i) ensure that no offering period shall be authorized or commenced on or after the date of any such Applicable Employee this Agreement; (ii) no PRE employees will be permitted to active employment begin participating in the case Purchase Plans, and no existing participants in the Purchase Plans will be permitted to make additional deferrals or increase elective deferral rates in respect of any other Applicable Employee. For purposes the current offering period under such Purchase Plan, in each case, on or after the date of this Agreement; and (iii) if the Closing shall occur prior to the end of the offering period in existence under the respective Purchase Plan, on the date of this Agreement, “Applicable Employees” means cause the rights of participants in such Purchase Plan, as applicable, with respect to any such offering period then underway to be determined by treating the last Business Day prior to the Effective Time as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under such Purchase Plan. PRE shall terminate each Purchase Plan in its entirety effective as of the Effective Time. Prior to the Effective Time, PRE shall take all actions (iincluding, if appropriate, amending the terms of the Purchase Plans) all active Employees on that are necessary to give effect to the Closing Datetransactions contemplated by this Section 6.5. (c) With respect to any employee benefit plan maintained by the Surviving Company or any of its Affiliates in which any Continuing Employee becomes a participant, including Employees on temporary leave such Continuing Employee shall receive full credit for purposes of jury or annual two-week national service/military duty, Employees on vacation eligibility to participate and Employees on a regularly scheduled day off from work, and vesting thereunder (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall but not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon benefit accrual or vesting of equity compensation) for service PRE or any of its respective Subsidiaries (or predecessor employers to the later extent PRE provides such past service credit) to the same extent that such service was recognized as of the Closing Date or Effective Time under a comparable plan of the return of such Applicable applicable entity in which the Continuing Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itparticipated.

Employees and Employee Benefits. Purchaser shall, through December 31, 2019, provide, or cause its Affiliates, including the Company, to provide each employee of OCW and/or OCW’s Subsidiaries employed by OCW and/or its Subsidiaries as of the Closing (aeach a “Continuing Employee”) (to the extent such Continuing Employee remains employed with the Purchaser or any Affiliate thereof) with compensation and employee benefits that are substantially similar, in the aggregate, to the compensation and employee benefits provided to such individuals by OCW and/or OCW’s Subsidiaries immediately prior to the Closing (excluding equity compensation). Purchaser and its Affiliates, including the Company, shall offer employmenttreat, and shall cause each benefit plan, program, practice, policy and arrangement sponsored, maintained or contributed to by Purchaser or any of its Affiliates after the Closing and in which any Continuing Employee (or the spouse, domestic partner or dependent of any Continuing Employee) participates or becomes eligible to participate (each, a “Purchaser Benefit Plan”) to treat, for purposes of determining eligibility to participate, vesting, and accrual of and entitlement to benefits (but not for accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA) and all other purposes, all service with the Company and its Affiliates (and predecessor employers to the extent the Company or any of its Affiliates, or the corresponding Benefit Plan, provides past service credit) as service with Purchaser and its Affiliates. Purchaser and its Affiliates, including the Company, shall use commercially reasonable efforts to cause each Purchaser Benefit Plan that is a welfare plan, within a reasonable commuting distance from the Branch to which each Applicable Employee is assignedmeaning of Section 3(1) of ERISA, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) to waive any and all active Employees on eligibility waiting periods, evidence of insurability requirements, actively-at-work requirements and pre-existing condition limitations and exclusions with respect to each Continuing Employee and his or her spouse, domestic partner and dependents to the Closing Dateextent waived, including Employees on temporary leave for purposes of jury satisfied or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from worknot included under the analogous Benefit Plan, and (ii) Employees who on the Closing Date are on maternity to recognize for each Continuing Employee and his or paternity leaveher spouse, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices domestic partner and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” dependents for purposes of this Agreement effective upon applying annual deductible, co-payment and out-of-pocket maximums under such Purchaser Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Benefit Plan during the plan year for such Benefit Plan in which occurs the later of the Closing Date and the date on which such Continuing Employee (or the return of such Applicable Employee to active employmentspouse, domestic partner or dependent) becomes covered under such Purchaser Benefit Plan. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing Nothing in this Agreement Section 6.10, whether express or implied, shall be deemed confer upon any Continuing Employee any rights or remedies, including any right to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person continued employment for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment specified period, of any such person at nature or kind whatsoever under or by reason of this Section 6.10. Nothing in this Section 6.10 shall amend or be construed to amend any time and for Plans of OCW and/or its Subsidiaries or any reason satisfactory to itother employee benefit plan, program or arrangement.

Employees and Employee Benefits. (a) Purchaser shall offer employmentParent and the Company agree to honor, within a reasonable commuting distance and to cause the Surviving Corporation and each of their respective Subsidiaries to honor, from and after the Branch Effective Time, all of the Parent Plans in accordance with their terms as in effect immediately before the Effective Time, subject to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities any amendment or termination thereof that may be permitted by their terms. (with no reduction in base salary or weekly or hourly rate of payb) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreementeligibility and vesting (other than for benefit accrual under a defined benefit plan) as well as for purposes of calculating vacation or severance benefits, if applicable, under the employee benefit plans of Parent, the Company and their Subsidiaries or the Surviving Corporation and its Subsidiaries providing benefits to employees of Parent and its Subsidiaries as of the Closing (the “Applicable Parent Employees” means ”) after the Effective Time (the “New Plans”), each Parent Employee shall be credited with his or her years of service with Parent and its Affiliates before the Effective Time, to the same extent as such Parent Employee was entitled, before the Effective Time, to credit for such service under any similar Parent Plans, provided that such service will not be credited to the extent it would result in duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Parent Employee shall be immediately eligible to participate, without any waiting time, in any and all active Employees on New Plans to the Closing Dateextent coverage under such New Plan replaces coverage under a comparable Parent Plan in which such Parent Employee participated immediately before the Effective Time (such plans, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, the “Old Plans”); and (ii) Employees who for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Parent Employee, Parent and the Company shall cause, or cause the Surviving Corporation and each of their respective Subsidiaries to cause, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such requirements would not have applied under the comparable Parent Plan that employee and his or her covered dependents participated in prior to the Effective Time, and Parent and the Company shall cause, or cause the Surviving Corporation and each of their respective Subsidiaries to cause, any eligible expenses incurred by such employee and his or her covered dependents during the portion of the applicable plan year ending on the Closing Date are on maternity date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, co-insurance and maximum out-of-pocket requirements applicable to such employee and his or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under her covered dependents for the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no applicable plan year as if such Employee shall be guaranteed reinstatement to active employment if he is incapable of working amounts had been paid in accordance with such New Plan. The applicable plan year shall be either the policies, practices and procedures plan year of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date Old Plan or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisNew Plan, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate as elected by the employment of any such person at any time and for any reason satisfactory to itSurviving Corporation.

Employees and Employee Benefits. (a) Effective as of the Closing Date, Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assignedwill, in positions requiring connection with its acquisition of the Mass-Market Cigar Business, offer employment to each Mass-Market Employee in the same or substantially comparable skills position and abilities at the same or substantially comparable total compensation (with no reduction in including base salary or weekly or hourly rate and bonus but excluding stock-based compensation) as in effect immediately prior to the Closing. All such individuals who accept the Purchaser's offer of pay) employment and who become employees of the Purchaser are referred to all Applicable herein as the "Transferred Employees." Such Transferred Employees (as defined below). Such offer shall be become employees of Purchaser effective at 12:01 a.m. Eastern Standard Time on the Closing Date (or the date as of which the Transferred Employee is first able to work, if later) or such later date as may be mutually agreed upon by any Transferred Employee and Purchaser (such date of hire by Purchaser referred to herein as the "Hire Date"). (b) Seller (or its applicable Plan or Program) shall be and remain liable and responsible for any and all liabilities or payments arising prior to or in connection with the case Closing in respect to the employment by Seller of an Applicable Employee actively employed at the ClosingMass-Market Employees or the termination of that employment, or upon the return of any such Applicable Employee including but not limited to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active claims relating to workers' compensation whether incurred or made by the Mass-Market Employees on arising out of events or circumstances which occurred prior to or in connection with the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and Closing; (ii) all health expenses incurred by the Mass-Market Employees who on prior to the Closing Date Hire Date, whether or not claims for such expenses have been filed prior to the Hire Date, so long as such claims are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working covered by and filed in accordance with the policies, practices and procedures claims period of the applicable Plan or Program of Seller; (iii) any bonus or incentive plans maintained by Seller; (iv) any severance payable to any Mass-Market Employee by reason of the termination of his or her employment with Seller prior to or in connection with the Closing payable under any contract, policy, Plan or Program of Seller; (v) any severance payable to any Transferred Employee who is not employed by the Purchaser as of the 90th day following the Closing Date payable under any contract, policy, Plan or if his return to employment is contrary Program of Seller which covered such Transferred Employee immediately prior to the terms Closing Date; (vi) any vacation accrual which is or becomes payable upon the termination of his leave; and further provided, however employment with Seller (provided that Purchaser shall not be required permit each Transferred Employee to offer use any vacation time after the Closing Date that has accrued through the Closing Date); (vii) any benefits payable to the Mass-Market Employees under any of Seller's Plans and Programs; (viii) any salary, wages or other compensation payable to the Mass-Market Employees for any period of employment with Seller prior to the Hire Date; and (ix) any Applicable Employee whose employment would not be permitted health care continuation obligation under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon or contract where the later of qualifying event occurs prior to or in connection with the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Closing. (c) Purchaser shall be on an “at-will” basisnot assume, and nothing Seller shall retain all obligations to fund or otherwise shall provide all benefits in this Agreement shall be deemed to constitute an employment agreement with any such person respect of or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to it.payable under, Seller's

Employees and Employee Benefits. (a) Purchaser Prior to the Closing Date, Company shall offer employmentprovide to Buyer an updated Continuing Employee Information List to reflect any terminations of employment and new hires, within only, and not, for the avoidance of doubt, to update any other data on such Continuing Employee Information List for employees who have not been terminated or newly hired, not later than the tenth (10th) day of each month prior to the Closing Date and at least five (5) days prior to the Closing Date. Prior to the Closing, the Company shall provide such other employee information as reasonably requested by Buyer. (b) For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective period beginning on the Closing Date in and continuing thereafter for twelve (12) months (the case of an Applicable Employee actively employed at the Closing“Continuation Period”), Buyer shall provide, or upon shall cause its Affiliates or the return Acquired Companies to provide, employees of any such Applicable the Acquired Companies as of the Closing who continue employment with the Acquired Companies following the Closing (the “Continuing Employees”), for so long as the applicable Continuing Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreementremains so employed, “Applicable Employees” means with (i) all active Employees on (A) rates of annual base salary or wage level that is at least equal to that provided to each such Continuing Employee by the Acquired Companies immediately prior to the Closing Dateand (B) (1) with respect to each Investment Employee, for the remainder of the calendar year in which the Closing occurs annual cash bonus opportunities and long-term incentive opportunities that are at least equal to those opportunities provided to each such Investment Employee by the Acquired Companies immediately prior to the Closing and for the portion of the Continuation Period, if any, immediately following the close of such calendar year, annual cash bonus opportunities and long-term incentive opportunities that, in each case, are no less favorable in the aggregate to those opportunities provided to employees of Buyer and its Subsidiaries who are similarly situated to each such Investment Employee and (2) with respect to all other Continuing Employees, for the entire Continuation Period, annual cash bonus opportunities (including Employees on temporary leave for purposes sales and commission incentives) and long-term incentive opportunities that, in each case, are substantially comparable to those opportunities provided to employees of jury or annual two-week national service/military duty, Employees on vacation Buyer and Employees on a regularly scheduled day off from workits Subsidiaries who are similarly situated to each such Continuing Employee, and (ii) employee benefits and other terms and conditions of employment (including paid time off programs and location of performance) that are substantially comparable in the aggregate to the benefits and terms and conditions provided to employees of Buyer and its Subsidiaries who are similarly situated to each such Continuing Employee; provided, that, nothing herein shall be deemed to limit the right of Buyer, any of its Affiliates or any Acquired Company to (x) terminate the employment of any Continuing Employee at any time or (y) change or modify any Assumed Plan or other employee benefit plan or arrangement in accordance with its terms. For the avoidance of doubt, notwithstanding the generality of the foregoing, nothing in this Section 5.11 is intended to reduce or amend any obligation or commitment by any Acquired Company pursuant to any Assumed Plan. (c) Without in any way limiting the provisions of Section 5.11(b), effective immediately following the Closing through the Continuation Period, each Continuing Employee shall be eligible for participation in those benefit plans of Buyer and its Affiliates that satisfy the requirements of Section 5.11(b), which for the avoidance of doubt, shall include group medical, dental, vision, group term life and shall not include the plans that are set forth on Section 5.11(c) of the Buyer Disclosure Schedule (which plans shall be made available after the Closing as part of the normal enrollment process). For all purposes under the employee benefit plans, programs and arrangements established or maintained by Buyer and its Affiliates in which Continuing Employees who may be eligible to participate after the Closing (the “New Benefit Plans”), each Continuing Employee shall be credited with the same amount of service as was credited by the Acquired Companies and their Affiliates as of the Closing under similar or comparable Plans (including for purposes of eligibility to participate, vesting, benefit accrual (other than with respect to any defined benefit pension plan or retiree welfare plan) and eligibility to receive benefits); provided that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit or be provided for newly adopted plans or awards for which past service before such adoption is not granted to similarly situated employees of Buyer and its Affiliates. In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Continuing Employees may be eligible to participate following the Closing, each Continuing Employee will immediately be eligible to participate in such New Benefit Plans without regard to any waiting period or initial eligibility period other than the New Benefit Plans set forth in Section 5.11(c) of the Buyer Disclosure Schedule where the eligibility to participate will be part of the normal enrollment process, to the extent coverage under the New Benefit Plans in either case replaces coverage under a similar or comparable Plan in which such Continuing Employee was eligible to participate immediately before such commencement of participation (such plans, collectively, the “Old Benefit Plans”) and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer shall, and shall cause its Affiliates and the Acquired Companies to, cause all pre-existing condition exclusions and “actively-at-work” requirements of such New Benefit Plan to be waived for such Continuing Employee and his or her covered dependents or other beneficiaries, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable Old Benefit Plan. Buyer shall, and shall cause its Affiliates and the Acquired Companies to, cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents or other beneficiaries during the portion of the plan year of the Old Benefit Plan ending on the date such Continuing Employee’s participation in the corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents or other beneficiaries for the applicable plan year as if such amounts had been paid in accordance with such New Benefit Plan. (d) If requested by Buyer not less than fifteen (15) Business Days before the Closing Date, an Acquired Company shall adopt resolutions and take such corporate action as Buyer may request to amend or terminate the Plans that are intended to be tax-qualified defined contribution plans and sponsored by any of the Acquired Companies (the “Tax Qualified Plans”), effective as of no later than the day prior to the Closing Date. The form and substance of such resolutions and any other actions taken in connection with the foregoing sentence shall be subject to the review and comment of Buyer with such comments to be considered in good faith by the Acquired Companies. If Buyer requests that an Acquired Company amend or terminate a Tax Qualified Plan then Buyer shall take any and all actions as may be required to permit each Continuing Employee to elect to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in cash or loans notes in an amount equal to the entire eligible rollover distribution distributable to such Continuing Employee from the Tax Qualified Plan to a defined contribution plan intended to be tax-qualified designated by Buyer. (e) Buyer shall, and shall cause its Affiliates and the Acquired Companies to, honor all Assumed Plans, including for the avoidance of doubt, each Retention Agreement, in accordance with their terms as in effect immediately prior to the Closing, subject to any amendment or termination thereof that may be permitted by such Plans, agreements or written arrangements or employee waivers or under Applicable Law. Without in any way limiting the provisions of Section 5.11(c), (i) each Continuing Employee shall be credited by Buyer with any unused sick days that are earned as of the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act paid time off policy of 1993the Acquired Companies, approved personal leaveParent or its Affiliates in which such Continuing Employee participated immediately before the Effective Time, short-term disability leave (ii) each Continuing Employee who, under applicable Company policies in effect prior to the Closing has any earned and unused vacation time, shall be credited by Buyer with the same amount of unused vacation time, (iii) for each Continuing Employee who under applicable Company policies in effect immediately prior to the Closing does not earn or medical leaveaccrue vacation time, provided, however, that no such Continuing Employee shall continue to be guaranteed reinstatement covered by a responsible time off policy of the Company or one of its Affiliates for the remainder of the calendar year in which the Closing occurs and (iv) if (A) any Continuing Employee participated, immediately prior to active the Effective Time, in a Plan that is subject to Section 129 of the Code that is not an Assumed Plan (each, a “Section 129 Plan”), and (B) Buyer or one of its Affiliates sponsors a comparable spending account plan with respect to the calendar year during which the Effective Time occurs, then, to the extent permitted by Applicable Law, Buyer agrees to give effect, or cause its applicable Affiliate to give effect, under such spending account plans to contributions and elections made by the Continuing Employees prior to the Closing in each Parent Section 129 Plan to the extent the account balances with respect to such Continuing Employees are transferred to such spending account plan. (f) Except as otherwise expressly provided in this Section 5.11, as of the Closing Date, the Acquired Companies shall terminate their participation in each Plan that is not an Assumed Plan, and in no event shall any Continuing Employee be entitled to accrue any benefits under such Plans with respect to services rendered or compensation paid on or after the Closing Date. Health and welfare claims that are incurred by Continuing Employees and their eligible dependents at any time on or before the Closing Date will be assumed and retained by the Seller and its Affiliates. For these purposes, (i) a medical, dental, pharmaceutical or vision claim is deemed to be incurred on the date the services are rendered or supplies provided or the prescription is actually filled and not the date when the condition arose, (ii) a disability claim shall be considered incurred on the date of the occurrence of the event or condition giving rise to the liability and (iii) a life insurance claim is deemed to be incurred on the date of the individual’s death. For the avoidance of doubt, Seller shall assume or retain all liability for medical, dental or vision benefits or availability of any health exchange or health reimbursement account contributions with respect to (i) employees who retire or separate from service from an Acquired Company before the Closing Date and (ii) any retiree coverage for any Continuing Employee who has satisfied the age and service requirements for such retiree coverage. (g) With respect to any Continuing Employee whose employment if he is incapable terminated by Buyer, any of working its Affiliates or any Acquired Company during the Continuation Period (or, for Continuing Employees who are part-time employees, within thirty (30) days after the Closing), Buyer shall, or shall cause its Affiliates or the Acquired Companies to, provide severance benefits to such Continuing Employee, which shall be determined and payable in accordance with the policies, practices and procedures severance benefit plan set forth on Section 5.11(g) of the Purchaser Buyer Disclosure Schedule (the “Buyer Severance Plan”), taking into account all service with the applicable Acquired Company, including before the Effective Time, in determining the amount of severance benefits payable; provided, that, (i) Buyer may make changes in the severance benefit plan other than changes to eligibility for benefits or if his return in the level of benefits and (ii) for Continuing Employees who receive commissions, Buyer shall take into account such commissions in a manner consistent with the treatment of commissions for employees of Buyer and its Subsidiaries who are similarly situated to such Continuing Employee. (h) Buyer agrees that, from and after the Closing, either it or its applicable Affiliate shall provide any required notice under the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any other Applicable Law and shall otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or any similar triggering event under any other Applicable Law, affecting in whole or in part any site of employment, facility, operating unit or Continuing Employee occurring on or after the Closing. On the Closing Date, Company shall deliver to Buyer a true and complete list of each employee and former employee of the Acquired Companies who experienced an “employment loss” (as defined by WARN) during the ninety (90) days prior to the Closing Date. (i) With respect to any employee of the Acquired Companies whose principal place of employment is contrary outside of the United States, Buyer’s obligations under this Section 5.11 shall be modified to the terms extent necessary to comply with Applicable Law of the foreign countries and political subdivisions thereof in which such employee primarily performs his leave; or her duties. Prior to Closing, Company shall comply in all material respects with all Applicable Laws or other legal requirements to consult with any such employees, a relevant trade union, works council or other employee representatives in connection with the Transactions and further providedCompany. At and following Closing, however that Purchaser Buyer shall not be comply in all material respects with all Applicable Laws or other legal requirements to consult with any such employees, a relevant trade union, works council or other employee representatives in connection with the Transactions. Buyer shall use commercially reasonable efforts to provide any relevant required information to, and undertake any required consultation with, representatives of such employees in a timely manner. (j) With respect to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer the Retention Agreements, for the avoidance of employment doubt, Parent shall be a “Transferred Employee” for purposes obligated to make payment of this Agreement effective all amounts due and payable under the Retention Agreements upon the later Closing. (k) This Section 5.11 shall be binding upon and inure solely to the benefit of each of the Closing Date or the return of such Applicable Employee Parties to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisthis Agreement, and nothing in this Agreement shall be deemed Section 5.11, expressed or implied, is intended to constitute an employment agreement with confer upon any such person other Person any rights or to obligate Purchaser to employ remedies of any such person for nature whatsoever under or by reason of this Section 5.11. Without limiting the foregoing, no provision of this Section 5.11 will create any specific period of time or third party beneficiary rights in any specific position current or to restrict Purchaser’s right to terminate the employment former employee, director or consultant of any such person at Acquired Company in respect of continued employment (or resumed employment) or any time and for other matter or constitute the amendment of any reason satisfactory to itPlan, Assumed Plan, New Benefit Plan, Old Benefit Plan or other employee benefit plan, program, policy, practice, agreement or arrangement.

Employees and Employee Benefits. (a) Purchaser shall offer employmentSection 4.05(a) of the Seller Disclosure Schedule sets forth a true, within a reasonable commuting distance correct and complete list of each Employee, and in the case of each such Employee, the following information, if applicable and to the extent permitted by applicable Law, as of the date hereof: (i) title or position; (ii) date of hire or commencement of service; (iii) work location; (iv) whether full-time or part-time and whether exempt or non-exempt from the Branch to which each Applicable Employee is assignedovertime regulations of the Fair Labor Standards Act; (v) whether on short-term or long-term disability or other approved leave (other than normal vacation or paid time off) and if so, in positions requiring comparable skills and abilities the date such disability or leave commenced; (with no reduction in base vi) annual salary or weekly or hourly rate of pay, as the case may be, and, if applicable, target bonus and other incentive compensation; and (vii) accrued unused vacation and other paid off. At least five (5) Business Days prior to all Applicable Closing, Seller shall provide to Buyer a list of Employees as of such date reflecting updates to Section 4.05(a) of the Seller Disclosure Schedule for Employees that resign, are terminated or are hired prior to Closing. (b) At least twenty (20) Business Days prior to the Closing Date, Buyer shall make to each AIZ Employee a Comparable Offer of employment, which shall include the AIZ Employee’s agreement and release in favor of Seller, that if the Comparable Offer is accepted, no severance is due from Seller as defined below). Such a result of the employment transfer or any changes in the employment terms and conditions, and which offer shall remain open for at least ten (10) Business Days for consideration, contingent on Closing and effective as of the Closing Date. Seller shall, and shall cause the Acquired Companies prior to Closing to, take reasonable steps to cooperate with Buyer (including to provide Buyer with access to the Key Employees, but with no requirement to incur any incremental costs or expenses) in its efforts to enter into employment agreements effective as of the Closing with the Key Employees. For the avoidance of doubt, Buyer’s entering into employment agreements with any or all of the Key Employees shall not be a condition to the Closing. In addition, prior to the Closing, Seller shall provide Buyer with all reasonable information required by Buyer to comply with its obligations to make Comparable Offers of employment to the AIZ Employees. With respect to each AIZ Employee who is on short or long-term disability or other approved leave (other than normal vacation or paid time off) as of the Closing Date (each, an “Inactive Employee”) who seeks to actively return to work within 12 months after the Closing Date (or within such longer period, for any Inactive Employee on military leave, any other leave protected by applicable employment standards legislation or as required by applicable Law), effective as of the date that the Inactive Employee returns to active employment, Buyer shall, or shall cause an Affiliate of Buyer to, make an offer of employment to such Inactive Employee upon the date that the Inactive Employee returns to active employment, at which point Seller shall terminate the employment of such Inactive Employee and such Inactive Employee shall be hired by Buyer and shall become a Company Employee, and for all such Inactive Employees references herein to “the Closing Date” shall be deemed to refer to the date on which such Inactive Employee commences employment with Buyer or an Affiliate. Furthermore, notwithstanding anything herein to the contrary, the employment of each Business Employee who would be an Inactive Employee if employed by Seller or one of its Affiliates (other than the Acquired Companies or any of their Subsidiaries) (a “Business Inactive Employee”) shall be transferred to Seller or one of its Affiliates (other than the Acquired Companies or any of their Subsidiaries) effective as of the Closing, and such individual also shall be deemed an “Inactive Employee” for all purposes under this Agreement. Buyer shall reimburse Seller for the full costs of salary or wage continuation, incentive compensation and medical claims borne by Seller with respect to each Business Inactive Employee in respect of the period beginning on the Closing Date in and ending on the case earlier of an Applicable (x) the date that such Business Inactive Employee actively employed at commences employment with Buyer and (y) the Closing, or upon the return of any date that such Applicable Business Inactive Employee commences to active employment in the case of any other Applicable Employeereceive long-term disability benefits. For purposes of this Agreement, a “Applicable Comparable Offer” shall be an offer of at will employment (to the extent allowed by applicable Law) that, once such offer is accepted and such employment commences, binds Buyer or its Affiliates (including the Acquired Companies) to provide employment to such individual on the terms set forth in Section 4.05(d) for the period set forth therein. Buyer shall assume and be responsible for any severance or termination liabilities or other claims arising out of the termination of employment for any AIZ Employee who does not receive a Comparable Offer from Buyer pursuant to this Agreement. (c) Collectively, the “Company Employees” means shall include each (i) AIZ Employee who has accepted any such Comparable Offer and is employed by Buyer or any of its Affiliates (including the Acquired Companies) immediately after the Closing, (ii) Business Employee who continues employment with Buyer or any of its Affiliates following the Closing and (iii) Inactive Employee who returns to work for Buyer as provided in Section 4.05(b). For clarity, unless a written acceptance is required by applicable Law, an AIZ Employee who receives a Comparable Offer from Buyer who has not expressly repudiated such offer and who is actively employed as of the Closing Date with Seller or its Affiliates shall be deemed to accept the Comparable Offer. (d) For a period beginning on the Closing Date and continuing thereafter until the first (1st) anniversary of the Closing Date (the “Continuation Period”), Buyer shall provide, or shall cause the Acquired Companies to provide, each Company Employee, except as otherwise agreed with a Company Employee or required by applicable Law with (i) (A) base salary, wages or commission opportunities, as applicable, (B) annual target short-term incentive opportunities, and (C) annual target long-term incentive opportunities that are no less favorable, (x) in the case of each of clause (A) and (B), individually, and (y) in the case of clauses (A), (B) and (C), in the aggregate, than those provided to each such Company Employee by the Acquired Companies or Seller, as applicable, immediately prior to the Closing Date and (ii) material employee benefits and other material terms and conditions of employment (excluding severance, defined benefit pension benefits, employee stock purchase plan opportunities, and medical coverage benefits beyond retirement or other termination of service (except for coverage mandated by Section 4980B of the Code or similar state law), but including location of performance) that are substantially comparable in the aggregate to the material employee benefits and material terms and conditions provided or committed to each such Company Employee by the Acquired Companies or Seller, as applicable, immediately prior to the Closing Date. (e) With respect to any Company Employee whose employment is terminated by Buyer, the Acquired Companies or any of their respective Affiliates during the Continuation Period, Buyer shall provide, or shall cause its Affiliates to provide, severance benefits to such Company Employee, which shall be determined and payable in accordance with either (i) severance benefits set forth on Section 4.05(e) of the Seller Disclosure Schedule or (ii) the severance benefit plan, program or policy maintained for similarly situated employees of Buyer and its Affiliates, if any, at the time of such Company Employee’s termination of employment, whichever is more favorable to the Company Employee, in each case taking into account all active service with Seller, the Acquired Companies, Buyer and their respective Affiliates in determining the amount of severance benefits payable. (f) For all purposes under the employee benefit plans, programs and arrangements established or maintained by Buyer, the Acquired Companies and their respective Affiliates (the “New Benefit Plans”) in which any Company Employees may be eligible to participate after the Closing, each Company Employee shall be credited with the same amount of service as was credited by Seller or the Acquired Companies as of the Closing under similar or comparable employee benefit plans (including for purposes of eligibility to participate, vesting, benefit accrual (other than with respect to any defined benefit pension plan and welfare benefits beyond retirement or other termination of service, except for coverage mandated by Section 4980B of the Code or similar state law) and eligibility to receive benefits); provided that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit. In addition, and without limiting the generality of the foregoing, (i) with respect to any New Benefit Plans in which the Company Employees may be eligible to participate following the Closing, each Company Employee will immediately be eligible to participate in such New Benefit Plans, without any waiting time, to the extent coverage under such New Benefit Plans replaces coverage under a similar or comparable employee benefit plan of Seller or the Acquired Companies in which such Company Employee was eligible to participate immediately before such commencement of participation and (ii) for purposes of each New Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Buyer, the Acquired Companies and their respective Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Company Employee and his or her covered dependents, to the extent any such exclusions or requirements were waived or were inapplicable under any similar or comparable employee benefit plan of Seller or the Acquired Companies. Buyer, the Acquired Companies and their respective Affiliates shall cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the plan year of the analogous employee benefit plan of Seller or the Acquired Companies ending on the date such Company Employee’s participation in the corresponding New Benefit Plan begins to be taken into account under such New Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Benefit Plan. Effective as of the Closing Date, including Employees Seller shall be responsible for providing coverage under COBRA to any Company Employee (and his or her qualified beneficiaries) as to whom a “qualifying event” (as defined in Section 4890B of the Code) has occurred prior to the Closing Date. Buyer shall be responsible for providing coverage under COBRA to any Company Employee (and his or her qualified beneficiaries) whose “qualifying event”) occurs on temporary leave for purposes or after the Closing Date. (g) Without limiting the generality of jury the foregoing, effective no later than the Closing Date, Buyer or annual two-week national service/military duty, Employees on vacation one of its Affiliates shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and Employees on a regularly scheduled day off related trust exempt from work, and (iiTax under Section 501(a) Employees who on of the Code). Each Company Employee participating in a Company Benefit Plan that is a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code immediately prior to the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement eligible to active employment if he is incapable participate in such defined contribution plan of working Buyer or its Affiliate as soon as administratively practicable on or following the Closing Date. If elected by a Company Employee in accordance with the policiesapplicable Law, practices and procedures Buyer shall cause a New Benefit Plan that is a defined contribution plan to accept a “direct rollover” of the Purchaser account balances of such Company Employee, including any outstanding loan balance, under defined contribution Company Benefit Plan. (h) Buyer shall, or if his return shall cause the Acquired Companies, to employment is contrary honor and pay to Company Employees (i) any unpaid annual bonuses, to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon extent accrued by Seller or the later Acquired Companies as of the Closing Date in accordance with GAAP and payable under the terms and conditions of the applicable Company Benefit Plans, for each of (x) the year preceding the year in which the Closing occurs and (y) the year in which the Closing occurs, in each case, no later than the time such annual bonuses are due under the applicable Company Benefit Plans, (ii) unpaid commissions, to the extent earned prior to the Closing, no later than the time such commissions are due under the applicable Company Benefit Plans and (iii) any unpaid Transaction/Retention Bonuses, no later than the first regularly scheduled payroll following (x) the Closing Date or, if applicable, (y) the date upon which such Transaction/Retention Bonus becomes due. (i) Except as set forth on Section 4.05(i) of the Seller Disclosure Schedule, Seller and its Affiliates (other than the Acquired Companies) shall retain and be responsible for any and all liabilities incurred pursuant to, or arising from or in connection with, any Company Benefit Plan. Effective immediately prior to the return Closing, Seller shall (i) take all actions required to ensure that each of such Applicable Employee the Acquired Companies shall cease to active employment. A Transferred Employee’s employment with Purchaser shall be on an a “at-willparticipating employer” basis(or term or feature of similar effect) in all Company Benefit Plans, (ii) fully vest the account balances of the Company Employees in any defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code, and (iii) terminate the portion of any Seller-sponsored Company Benefit that is a nonqualified deferred compensation plan under Section 409A of the Code that covers the Business Employees. (j) Buyer shall, or shall cause the Acquired Companies to, recognize and assume all liabilities with respect to accrued but unused vacation and paid time off for all Company Employees (including any liabilities to Company Employees for payments in respect of earned but unused vacation time that arise as a result of the Closing) (“Assumed PTO”). Buyer shall, or shall cause the Acquired Companies to, allow Company Employees to use the vacation and paid time off recognized in the Assumed PTO and the applicable Company Benefit Plan under which it was accrued, as in effect immediately prior to the Closing Date (in addition to, and not in lieu of, any vacation or paid time off accrued under the applicable programs, plans or policies of Buyer or its Affiliates on or following the Closing). (k) Without limiting the effect of this Section 4.05, nothing in herein is intended to or shall confer upon any person, including any current or former employee, officer, director or consultant of the Acquired Companies or their respective Affiliates, any right, benefit or remedy of any nature whatsoever (including the creation of any third party beneficiary rights) under or by reason of this Agreement Agreement, and accordingly, nothing herein shall be deemed to constitute an employment agreement with limit the right of Buyer, the Acquired Companies or any such person or of their respective Affiliates to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to (i) terminate the employment of any such person Company Employee at any time and time, (ii) change or modify the terms or conditions of employment for any reason satisfactory to itCompany Employee or (iii) change or modify any employee benefit plan or arrangement in accordance with its terms.

Employees and Employee Benefits. (a) Purchaser shall offer employmentARI and ACF acknowledge that, within a reasonable commuting distance from effective as of January 1, 1995 (the Branch to which each Applicable “Employee is assignedTransfer Date”), in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively ARI has employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees those employees of ACF who are listed on the Closing Dateseparate schedule hereto dated October , including Employees on temporary leave for purposes 1994, copies of jury or annual two-week national service/military duty, Employees on vacation which have been examined by ARI and Employees on a regularly scheduled day off from workinitialled by ARI and ACF, and (ii) Employees who on the Closing Date are on maternity or paternity leaveemployees of ACF actively employed at the Locations listed in Schedule 3.1 (collectively, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to “Transferred Employees”). Such employment is contrary on terms which are identical to the terms of his leavesuch Transferred Employees’ employment with ACF immediately prior to the Effective Date. With respect to any employee or-former employee of ACF who was not actively employed at a Location as of the Effective Date and who (i) has recall rights to return to employment with ACF, or (ii) is on short or long-term disability or approved leave of absence, ARI shall honor any right of such person to return to active employment at a Location and, on such return, such person shall be considered a Transferred Employee for all purposes under this Section 9.4. (b) On and following the Employee Transfer Date, ARI shall assume, and shall pay and perform when due, the following liabilities of ACF to the Transferred Employees, which liabilities shall be Assumed Liabilities for all purposes under this Agreement: (i) all liabilities on the Employee Transfer Date with respect to salary, accrued vacation and severance for the Transferred Employees; and further and (ii) liabilities accruing after the Effective Date for such Transferred Employees under employee benefit plans of ACF listed on Schedule 9.4(b) hereto (the “Benefit Plans”); provided, however that Purchaser the Transferred Employees shall not be required continue to offer employment to any Applicable participate in such Benefit Plans as set forth in Section 9.4(c) hereof. (c) Following the Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment Transfer Date, until such time, if any, that ARI shall no longer be a “Transferred Employee” for purposes of this Agreement effective upon the later part of the Closing Date ACF “controlled group” (within the meaning of Title IV of the Employee Retirement Income Security Act of 1974, as amended), the Transferred Employees shall continue to participate in the Benefit Plans as from time-to-time in effect, to the same extent such Transferred Employees would have participated had they remained employees of ACF with continued credit for service with ARI for eligibility, vesting, benefit accrual and seniority under each of the Benefit Plans. ACF shall make such amendments and ACF and ARI shall enter into such participation or joinder agreements as may be necessary for the return Transferred Employees to participate in the Benefit Plans. ARI shall reimburse ACF for the costs of such Applicable providing benefits to the Transferred Employees under each of the Benefit Plans after the Employee Transfer Date. In the event that ARI shall cease to active employment. A be a member of the ACF “controlled group,” (i) ACF shall terminate the further accrual of benefits by the Transferred Employee’s employment with Purchaser shall be on an “at-will” basisEmployees in the Benefit Plans, and nothing (ii) ACF and ARI shall cooperate to achieve such allocation of the assets and liabilities of the Benefit Plans accrued after the Effective Date with respect to the Transferred Employees as ACF and ARI shall deem appropriate. (e) As of the Effective Date, ARI shall adopt and assume the SCL, Inc. Bude Retirement Plan (the “Bude Plan”); provided, that (i) ACF shall contribute, or cause to be contributed, to the Bude Plan the amount of the minimum funding contribution for that portion of the current plan year which precedes the Effective Date, and (ii) ACF shall transfer to ARI as soon as practicable after the Effective Date an amount in this Agreement cash equal to the unfunded actuarial accrued liability of the Bude Plan as of the day immediately preceding the Effective Date. ARI and ACF shall take, or cause to be deemed taken, such action as may be necessary to constitute an employment agreement with any such person or cause ARI to obligate Purchaser to employ any such person for any specific period become the sponsor of time or in any specific position or to restrict Purchaser’s right to terminate the employment Bude Plan and assume all of any such person at any time the assets and for any reason satisfactory to itliabilities of the Bude Plan.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” "APPLICABLE EMPLOYEES" means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s 's reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, providedPROVIDED, howeverHOWEVER, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further providedFURTHER PROVIDED, however HOWEVER that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s 's offer of employment shall be a “Transferred Employee” "TRANSFERRED EMPLOYEE" for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s 's employment with Purchaser shall be on an “"at-will” " basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s 's right to terminate the employment of any such person at any time and for any reason satisfactory to it.

Employees and Employee Benefits. (a) Purchaser During the period commencing at the Effective Time and ending on the two-year anniversary of the Effective Time (the “Continuation Period”), Parent and the Surviving Company shall offer employmentcause Oncor or Oncor Holdings to provide each individual who is an employee of Oncor prior to and as of the Effective Time (each, within an “Oncor Employee”) with (i) a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly wage rate that is no less favorable than that provided to such Oncor Employee immediately prior to the Effective Time, (ii) aggregate incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time. (b) During the Continuation Period, the Oncor Entities shall not, and Parent and the Surviving Company shall cause each of the Oncor Entities not to, implement any material involuntary workforce reductions (with respect to either field or hourly rate corporate personnel) of paythe Oncor Employees. (c) From and after the Effective Time, each of Oncor Holdings and Oncor shall, and Merger Sub shall exercise all rights as a direct or indirect equityholder of Oncor Holdings and Oncor to cause Oncor Holdings and Oncor to, fully satisfy, fulfill and discharge any obligations to current and former Oncor Employees under the Assumed Plans; provided that, nothing herein shall prevent the amendment or termination of any such plans in accordance with their terms by Oncor Holdings and/or Oncor, and Oncor Holdings and Oncor shall each continue to have any rights, privileges or powers under the Assumed Plans. (d) Notwithstanding any other provision of this Section 8 with respect to any Oncor Employee immediately following the Effective Time whose terms and conditions of employment are covered by a CBA, the terms and conditions of such Oncor Employee’s employment shall be governed by the terms of the applicable CBA. (e) Each party hereto hereby acknowledges that, with respect to any employee listed on Exhibit F hereto, a “change in control” or “change of control” within the meaning of each Assumed Plan in which such employee is a participant or to which such employee is a party will occur as a result of the consummation of the Merger. For each employee listed on Exhibit F who chooses to retire from or terminate his or her service with the Oncor Entities in connection with the closing of the Merger, Parent and Merger Sub agree to pay any and all benefits (including change in control benefits) to all Applicable which such individual would be entitled in connection with such retirement or termination, treating such retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Assumed Plans. (f) In the event that any Oncor Employee becomes a participant in any employee benefit plan of Parent or its Subsidiaries, Parent shall use commercially reasonable efforts to cause any employee benefit plans in which such Oncor Employee is entitled to participate to take into account for purposes of eligibility and vesting thereunder, service of such Oncor Employees with Oncor Holdings or Oncor, as applicable, prior to the Effective Time as if such service were with Parent or its Subsidiaries to the extent provided in accordance with the terms of such employee benefit plans (as defined below). Such offer shall be effective on except (i) with respect to any Oncor Employee who incurs a break in service after the Closing Date and is subsequently hired, such service will only be credited to the extent such service would have been credited and/or restored in accordance with the case terms of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee a comparable benefit plan immediately prior to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on to the Closing Date extent that it would result in (A) a duplication of benefits, (B) benefit accruals under any defined benefit pension plan (other than utilizing such years of service in order to satisfy any requirements for future benefit accrual only under any defined benefit pension plan), or (C) service accrual for any purpose under any post-retirement welfare benefit plan). (g) The provisions of this Section 8 are on maternity solely for the benefit of the parties to this Letter Agreement, and no Oncor Employee or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave former Oncor Employee or medical leave, provided, however, that no such Employee any other individual associated therewith shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to regarded for any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be purpose as a “Transferred Employee” for purposes third party beneficiary of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisLetter Agreement, and nothing in this Agreement herein shall (i) be deemed construed as an amendment to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person Benefit Plan for any specific period of time purpose, (ii) give any Oncor Employee or in former Oncor Employee or any specific position other individual associated therewith or to restrict Purchaser’s any employee benefit plan or trustee thereof or any other third person any right to terminate enforce the provisions of this Section 8 or (iii) obligate the Surviving Company, Oncor Holdings, Oncor or any of their respective Affiliates (A) to, subject to Section 8(a)(iii) and as provided in the Amended and Restated Split Participant Agreement, maintain any particular benefit plan, (B) to retain the employment of any particular employee or (C) to refrain from promoting or demoting any particular employee (or otherwise refrain from reassigning such person at employee to a new position). (h) Notwithstanding anything herein to the contrary, Purchasers agree to include commitments to comply with the provisions of Section 8(a), (b), (c), (d) and (e) in the commitments made by it in connection with the PUCT Filing; and agree to request the PUCT to include such commitments in any time and for any reason satisfactory to itfinal PUCT Order.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch Prior to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in Date, Bank shall use its commercially reasonable efforts to cause all employees of the case Bank to undergo Purchaser’s ordinary course background checks, fingerprinting and onboarding processes. In the event that any employee of an Applicable Employee actively employed at Bank or its Subsidiaries fails to complete or to satisfy such background checks, fingerprinting and onboarding processes as of ten (10) Business Days prior to the Closing Date, (i) Bank shall terminate the employment of such employee effective immediately prior to the Closing, (ii) Bank shall be responsible for paying or upon providing any severance benefits with respect to any such termination (with the return amount of any such Applicable Employee severance benefits determined in accordance with the terms of the Bank Severance Plan in place as of immediately prior to active employment the Closing) and shall timely provide any notices required to be provided under the Worker Adjustment and Retraining Notification Act of 1988 to any employee of Bank or its Subsidiaries terminated pursuant to the preceding sentence consistent with the requirements set forth in Section 7.14 and (iii) promptly following receipt of a written request for reimbursement from Seller (which shall be accompanied by documentation satisfactorily evidencing payment of any applicable amounts), Purchaser shall reimburse Seller for the total gross amount of all severance paid (or in the case of any other Applicable benefits, provided) by Seller or Bank pursuant to clause (ii), including the employer-paid portions of applicable federal, state, local or foreign payroll or employment Taxes associated therewith. (b) Purchaser agrees that each employee of Bank at the Closing who continues to remain employed with Bank, Purchaser or any of their Affiliates (a “Continuing Employee. For purposes ”) shall, during the period commencing at the Closing and ending on the first (1st) anniversary of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including be provided with (i) base salary or base wage that is no less favorable than the base salary or base wage provided by Bank to each such Continuing Employee immediately prior to the Closing, (ii) target annual incentive opportunities that are no less favorable than the target annual incentive opportunities provided by Bank to each such Continuing Employee immediately prior to the Closing, (iii) employee benefits that are substantially comparable in the aggregate to those that are generally made available to similarly situated employees of Purchaser and its Subsidiaries and (iv) severance benefits that are no less favorable than the severance benefits provided by Bank to each such Continuing Employee immediately prior to the Closing under the Bank Severance Plan or, if more favorable, severance benefits provided by Purchaser or its Affiliates to similarly situated employees, in each case taking into account all service with Purchaser, Seller, Bank and their respective Affiliates in determining the amount of severance benefits payable. (c) Purchaser shall use reasonable best efforts to (i) cause any pre-existing conditions, exclusions or limitations and eligibility waiting periods under any group health plans of Purchaser or its Affiliates to be waived with respect to the Continuing Employees on temporary leave and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which the Closing occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Closing for which payment has been made and (iii) give each Continuing Employee service credit for such Continuing Employee’s employment with Seller, Bank and their respective Affiliates for purposes of jury vesting, benefit accrual and eligibility to participate under each applicable benefit plan of Purchaser and its Affiliates (including vacation accrual and severance benefit determinations), as if such service had been performed with Purchaser or annual twothe applicable Affiliate, except for benefit accrual under defined benefit pension plans or to the extent it would result in a duplication of benefits. Purchaser shall credit every Continuing Employee accrued but unused time-week national service/military dutyoff entitlements, Employees on including vacation and Employees sick leave balances, as applicable, accrued under Seller’s and Bank’s, as applicable, policies and programs immediately prior to the Closing and /or accrued balances of paid time-off or similar programs with Seller or Bank, as applicable, as of the Closing, except to the extent it would result in a duplication of benefits. (d) As soon as practicable following the end of the calendar year in which the Closing occurs, Purchaser shall (or shall cause one of its Affiliates to) make an annual bonus or other incentive award to each Continuing Employee who remains employed by Purchaser (or one of its Affiliates) as of the end of such calendar year in accordance with the terms and conditions of the applicable annual bonus or incentive plan maintained by Seller, Bank or their Affiliates in which the applicable Continuing Employee is eligible to participate as in effect immediately prior to the Closing. The amount of such payment shall be in respect of the entire calendar year in which the Closing occurs and such payment shall be made at the time Purchaser (or one of its Affiliates) pays annual bonuses or other incentive awards to its similarly situated employees in respect of such calendar year. (e) Prior to the Effective Time, Seller or one of its Affiliates shall adopt any resolutions and take any actions that are necessary to cause each employee of the Bank who, as of immediately prior to the Effective Time, has an outstanding account under a defined contribution plan that is sponsored by Seller or one of its Affiliates that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (each, a “Seller 401(k) Plan”) to be fully vested in their accounts under the applicable Seller 401(k) Plan as of the Closing Date. (f) Prior to making any written, oral, electronic or other communication to any director, officer or employee of Bank pertaining to compensation, severance or benefit matters that are affected by the transactions contemplated by this Agreement, Purchaser shall (i) provide Seller with (A) a copy of the intended communication and (B) a reasonable period of time to review and comment on a regularly scheduled day off from worksuch communication, and (ii) Employees who on consider implementing any such comments from Seller in good faith. (g) Nothing contained herein is intended to (i) be treated as an amendment of any particular Bank Employee Plan, (ii) prevent Purchaser, Bank or any of their Affiliates from amending, modifying or terminating any of their benefit plans or, after the Closing Date are on maternity or paternity leaveClosing, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such any Bank Employee shall be guaranteed reinstatement to active employment if he is incapable of working Plan in accordance with their terms, (iii) prevent Purchaser, Bank or any of their Affiliates, after the policiesClosing, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate from terminating the employment of any such person at Continuing Employee, or (iv) create any time third party beneficiary rights in any employee of Bank, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and for conditions of employment and/or benefits that may be provided to any reason satisfactory to itContinuing Employee by Purchaser, Bank or any of their Affiliates or under any benefit plan that Purchaser, Bank or any of their Affiliates may maintain.

Employees and Employee Benefits. (a) For a period of one year after the Effective Time (the “Continuation Period”), Purchaser shall offer employmentprovide or cause its Affiliates to provide to each employee of the Bank or its Subsidiaries who continues employment with Purchaser or any of its Subsidiaries following the Effective Time (each, within a reasonable commuting distance from “Continuing Employee”) (1) base wages or salaries, as applicable, at least equal to those provided to such Continuing Employee immediately prior to the Branch to which each Applicable Employee is assignedEffective Time; (2) annual bonus opportunities that are substantially comparable, in positions requiring comparable skills the aggregate, to the annual bonus opportunities provided to such Continuing Employee immediately prior to the Effective Time; and abilities (3) employee benefit plans, programs, policies and arrangements that are substantially comparable, in the aggregate, to the employee benefit plans, programs, policies and arrangements provided to such Continuing Employee immediately prior to the Effective Time. (b) Seller shall ensure that as of immediately prior to the Effective Time, each employee or other service provider of Seller and its Affiliates whose responsibilities consist primarily of providing services to the businesses of the Bank and its Subsidiaries is employed (or, in the case of independent contractors, engaged) by the Bank and its Subsidiaries and that no other individual is employed (or, in the case of independent contractors, engaged) by the Bank and its Subsidiaries. Notwithstanding the foregoing, immediately prior to the Effective Time, Seller shall cause the employment of each Inactive Employee and of each Bank Employee collectively set forth on Section 4.09(b) of the Seller Disclosure Schedule to be transferred to Parent or an Affiliate of Parent other than the Bank and its Subsidiaries (such employees, the “Retained Employees”). Seller shall deliver an updated copy of Section 4.09(b) of the Seller Disclosure Schedule to Purchaser not more than 30 Business Days following the date of this Agreement and shall provide Purchaser with an updated copy of Section 4.09(b) of the Seller Disclosure Schedule within 10 Business Days prior to the Closing Date; provided that the content of such Section 4.09(b) of the Seller Disclosure Schedule shall be mutually agreed upon (with no reduction in base salary or weekly or hourly rate each party acting reasonably) by Seller and Purchaser (provided that, for the avoidance of paydoubt, the persons scheduled on Section 4.09(b) to all Applicable Employees (of the Seller Disclosure Schedule as defined belowof the date of this Agreement shall remain on any such updated Schedule 4.09(b)). Such For the avoidance of doubt, a Retained Employee shall not be considered a “Continuing Employee,” provided that Purchaser shall make an offer of employment to each Inactive Employee who returns to employment prior to the six-month anniversary of the Closing Date (or, in respect of Inactive Employees on military leave, prior to expiration of the statutorily mandated return period) on the terms generally applicable to Continuing Employees. (c) Purchaser shall provide, or cause its Subsidiaries to provide, each Continuing Employee who is terminated without cause by Purchaser or its Subsidiaries during the Continuation Period with severance compensation and benefits that are no less favorable than the severance compensation, if any, that each such Continuing Employee would have been eligible to receive under the Previously Disclosed severance policy of the Bank (taking into account service with Parent or its Subsidiaries prior to the Effective Time and service with Purchaser and its Affiliates after the Effective Time); provided that such payments may be effective conditioned on execution of a release of claims in a form satisfactory to Purchaser. (d) With respect to any benefit plans sponsored by Purchaser and its Subsidiaries (such plans, the “Purchaser Plans”) in which any Continuing Employee becomes eligible to participate on or after the Effective Time, Purchaser, as applicable, shall (1) waive all preexisting conditions, actively at work requirements, exclusion and waiting periods with respect to participation and coverage requirements under the Purchaser Plans to the extent they were inapplicable to, or were satisfied under, the Seller Employee Plans; (2) for purposes of (A) eligibility (including eligibility for early retirement benefits), (B) vesting and (C) prospective benefit level, recognize the service that was credited to each such Continuing Employee under the Seller Employee Plans prior to the Effective Time, under the Purchaser Plans (except to the extent it would result in a duplication of benefits), as if such service were with Purchaser and its Subsidiaries (provided that the service crediting in this clause (2) shall not apply with respect to any defined benefit plans, including, without limitation The PNC Financial Services Group, Inc. Pension Plan); and (3) cause any deductible, coinsurance and out-of-pocket expenses incurred by any such Continuing Employee and his or her covered dependents under the Seller Employee Plans during the portion of the plan year ending on the Closing Date to be taken into account for purposes of satisfying deductible, coinsurance and maximum out-of-pocket requirements for the same year under the applicable Purchaser Plan. (e) Purchaser shall permit each Continuing Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the case of an Applicable Employee actively employed at Code) from the ClosingRBC-USA Retirement and Savings Plan, or upon the return if any, to roll such eligible rollover distribution, including any associated loans, as part of any lump sum distribution into an account under the Purchaser’s 401(k) Plan; provided that Purchaser may require that any such Applicable Employee to active employment rollover contributions be made only in the case cash. (f) Effective as of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Purchaser or its Subsidiaries shall designate a post-retirement medical benefit plan (the “Purchaser Retiree Medical Plan”) for the benefit of any Continuing Employee who satisfies the eligibility criteria at the Closing Date, or during the one-year period immediately following the Closing Date, for benefits under the RBC-USA Retiree Medical Program (each, an “Eligible Employee”). Effective as of the Closing Date, Purchaser or its Subsidiaries shall assume all Liabilities for the subsidy for post-retirement medical benefits under the RBC-USA Retiree Medical Program with respect to Eligible Employees (which shall be determined in accordance with the terms of the retiree medical program of Purchaser and its Subsidiaries), and such employees shall cease to be eligible to participate in the RBC-USA Retiree Medical Program. The benefits provided to the Eligible Employees under the Purchaser Retiree Medical Plan shall be no less favorable in the aggregate than those provided to similarly situated employees of Purchaser and its Affiliates. Purchaser and its Affiliates shall have no Liabilities in respect of retiree welfare benefits with respect to any Bank Employees who are not Eligible Employees or in respect of any retiree health and welfare benefits that are not retiree medical benefits. (g) Effective as of the Closing Date, Purchaser or its Subsidiaries shall retain (i) the non-qualified agreements and arrangements and the split-dollar life insurance plans set forth on temporary leave for purposes Section 4.09(g) of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, the Seller Disclosure Schedule and (ii) Employees who the Liability for all obligations (whether or not vested) which have accrued under the non-qualified agreements and arrangements and the split-dollar insurance plans set forth on Section 4.09(g) of the Seller Disclosure Schedule with respect to any Bank Employee and Seller (or any Affiliate of Parent) shall not retain any Liability for such obligations. Seller or its applicable Affiliate shall transfer to Purchaser (or, if applicable, the Bank and its Subsidiaries shall retain) any assets associated with such agreements, arrangements, and plans, including, without limitation, the insurance policies related to the split-dollar insurance plans. Notwithstanding the foregoing provisions of this Section 4.09(g), Seller shall assume or retain, as applicable, all Liability in respect of the Excess Plan under Article VII of the Amended and Restated Centura Bank, Inc. Omnibus Supplemental Executive Retirement Plan and the National Bank and Trust Company Excess Benefit Plan (the “Excess Plan”), and Purchaser and its Affiliates shall have no Liability in respect of the Excess Plan. (h) Purchaser shall take all necessary steps to transfer the work visas of each Continuing Employee listed on Section 3.02(n)(10) of the Seller Disclosure Schedule to Purchaser or its Affiliates, effective as of the Closing Date Date. (i) Purchaser and the Sellers acknowledge and agree that all provisions contained in this Section 4.09 are on maternity included for the sole benefit of Purchaser and the Sellers and nothing contained herein shall (i) be construed as an amendment to any employee benefit plan or paternity leaveprogram, educational leave(ii) create any third-party beneficiary or other rights in any other person, military leave with veteranincluding any employee or former employee of any of Purchaser or Sellers or their respective Affiliates, or any dependent or beneficiary thereof or (iii) otherwise obligate Purchaser or any of its Affiliates to maintain any particular employee benefit plan or retain the employment of any particular employee following the Effective Time. Purchaser and Seller further acknowledge and agree that Sellers shall cause the Bank and the Bank’s reemployment rights under federal lawSubsidiaries to provide to Purchaser all employee books and records relating to Continuing Employees and, leave under to the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures extent any Inactive Employees become employees of the Purchaser or if his return to employment is contrary to any of its Affiliates during the terms of his leave; and further providedsix-month period following the Closing Date, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee Inactive Employees who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later becomes employees of the Closing Date Purchaser or the return any of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itits Affiliates.

Employees and Employee Benefits. (a) Purchaser Except for certain headquarters employees of Xxxxx Fargo set forth on a list to be provided by Newco to Xxxxx Fargo at least five days prior to the Closing Date, Newco shall offer employment as of the Closing Date on an "at will" basis to substantially all employees of Xxxxx Fargo and its Subsidiaries who are actively employed on such date ("Active Employees"). Each such offer of ---------------- employment (i) to each non-bargaining unit employee shall be on terms and conditions to be determined by Newco in its sole discretion and (ii) to each bargaining unit employee shall be at least the same wage rate and with substantially comparable benefits, within other than participation in a reasonable commuting distance from the Branch to which each Applicable Employee is assignedtax-qualified defined benefit plan, in positions requiring comparable skills the aggregate (based on the prior year's cost), as in effect for such employee immediately prior to the Closing Date, and abilities (with no reduction other terms and conditions to be determined by Newco in base salary or weekly or hourly rate its sole discretion. All Active Employees who accept Newco's offer of pay) to all Applicable Employees (as defined below). Such offer employment by the Closing Date shall be effective deemed "Transferred Employees." Newco --------------------- shall also offer employment to employees of Xxxxx Fargo or any of its Subsidiaries who are not actively employed on the Closing Date and have a right to re-employment with Xxxxx Fargo or any of its Subsidiaries, on terms and conditions to be determined by Newco in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, its sole discretion; provided, however, that no any such Employee employee shall be guaranteed reinstatement offered employment by Newco only if he or she is fully able to return to active employment if he is incapable of working in accordance with Newco's employment policies within six (6) months after the policiesClosing Date. (b) With respect to each Transferred Employee, practices and procedures service with Xxxxx Fargo or any of its Affiliates shall be counted for purposes of determining any period of eligibility to participate or to vest in benefits under Newco's benefit plans to the same extent such service was counted under any similar type of WF Benefit Plan under which such Transferred Employee was covered immediately prior to the Closing Date, except that such service with Xxxxx Fargo shall not be counted for purposes of Newco's severance policies to the extent that Transferred Employees have received severance benefits for such service. Newco, for purposes of deductible limits under its welfare plans, shall credit each Transferred Employee with the amounts so credited with respect to the portion of the Purchaser calendar year preceding the Closing Date under the same type of WF Benefit Plan in which such Transferred Employee is participating as of the Closing Date. With respect to each Transferred Employee, Newco's group health plans shall not exclude coverage for pre-existing conditions that were not excluded under similar WF Benefit Plans in which such Transferred Employee is participating as of the Closing Date. (c) Newco agrees that, within ten business days after the date hereof, it will advise each union with which Xxxxx Fargo has a collective bargaining agreement that it does not intend to assume such collective bargaining agreement in connection with the transactions set forth herein. Newco also agrees that it will bargain in good faith with representatives of each such union regarding the employment terms and conditions of each bargaining unit employee. (d) As of the Closing Date, Newco shall assume the obligations and liabilities under the Xxxxx Fargo Non-Officers Severance Compensation and Benefits Policy, as amended and restated as of October 29, 1996, and Senior Officer Severance Compensation and Benefits Policy, as adopted effective October 29, 1996, and Newco or if his return its designee shall replace Xxxxx Fargo and its management as the plan administrator under both policies. At a time (but in any event prior to employment is contrary the Closing Date) and in a manner reasonably satisfactory to Newco, Xxxxx Fargo shall communicate and make available to its officers and home office employees the terms of his leave; its severance policies described above and further provided, however shall clearly indicate that Purchaser the terms of such severance policies shall not be required to offer employment to govern any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer terminations of employment on account of the transactions contemplated hereby and supersede any prior communications with respect thereto. (e) Newco shall be a “Transferred Employee” for purposes of this Agreement effective upon assume the later liability as of the Closing Date for the accrued and unpaid vacation and sick days with respect to the employees of Xxxxx Fargo or any of its Subsidiaries. (f) Newco shall promptly reimburse Xxxxx Fargo for the return liability of Xxxxx Fargo and its Subsidiaries for claims incurred and unpaid prior to the Closing Date under the WF Employee Benefit Plans which constitute welfare benefit plans (including the related portion of any retrospective insurance premiums, but excluding any WF Casualty and Employee Claims) to the extent such Applicable liability (i) is not covered under a non-experience-rated insurance contract and (ii) exceeds the amount of the related portion of any retention or reserves (including but not limited to amounts held in a voluntary employee beneficiary association or under an experience-rated insurance contract, and intercompany contributions and insurance premiums paid in excess of claims paid). As of the end of the plan year following the Closing Date, Xxxxx Fargo shall pay to Newco the excess portion of any retention or reserves under the WF Employee Benefit Plans which constitute welfare benefit plans to active employment. A the extent allocable to Xxxxx Fargo and its Subsidiaries. (g) As soon as practicable after the Closing Date, the account balances as of the Closing Date of the Transferred Employee’s employment Employees held in the Xxxx- Xxxxxx Security Corporation Investment Plan (the "401(k) Plan"), as equitably ----------- adjusted for earnings thereon, additional contributions thereto with Purchaser respect to the period prior to the Closing Date and distributions therefrom through the date of transfer, shall be on an “attransferred to a tax-will” basisqualified defined contribution plan sponsored, maintained or contributed to by Newco ("Newco Plan"). Such ---------- transfer shall be effected in accordance with applicable law and regulations. Newco shall make or cause to be made, and nothing Xxxx-Xxxxxx or Xxxxx Fargo, as the case may be, shall make or cause to be made, any required filings in this Agreement shall be deemed connection therewith. Newco and Xxxx-Xxxxxx may each require, as a condition to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment making of any such person at any time and for any reason transfer, evidence reasonably satisfactory to itit of the qualified status of the 401(k) Plan and Newco Plan, including, without limitation, a copy of a favorable determination letter from the Internal Revenue Service. In consideration of and effective upon such transfer, the Newco Plan shall assume all liabilities to Transferred Employees under the 401(k) Plan to the extent of the amount of assets transferred by the 401(k) Plan to the Newco Plan. Each of the parties shall pay its own expenses in connection with such transfer. Newco shall not assume any other obligations or liabilities arising under or attributable to the 401(k) Plan, the same to be retained or assumed by Xxxx- Xxxxxx. (h) Xxxxx Fargo and Xxxx-Xxxxxx, on one hand, and Newco, on the other hand, shall each promptly and reasonably cooperate in good faith with each other to ensure that their respective obligations with respect to employee benefit plans are timely and properly satisfied, including sharing information regarding employees and coordinating communications with employees.

Employees and Employee Benefits. (ai) Purchaser From the Effective Time through December 31, 2007, Panther shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable provide Garfield Employees (as defined below). Such offer shall be effective on the Closing Date ) with employee benefit plans, programs, contracts or arrangements that, in the case of an Applicable Employee actively employed at the Closingaggregate, or upon the return of any such Applicable Employee to active employment will provide benefits that are not materially less favorable in the case aggregate than those provided to such Garfield Employees as of any other Applicable Employee. For purposes the date of this Agreement, “Applicable Employees” means it being understood that, (i) all active Employees on except as otherwise provided by this Agreement, the Closing Date, including Employees on temporary leave for purposes of jury foregoing shall not require Panther or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, the Surviving Corporation to maintain any particular Plan and (ii) the Garfield Stock Incentive Plans shall be terminated immediately prior to the Effective Time. (ii) From and after the Effective Time, Panther shall treat all service by Garfield Employees who with Garfield and its subsidiaries and their respective predecessors (to the extent recognized by the applicable Plan) prior to the Effective Time for purposes of the employee benefit plans of Panther and its subsidiaries as service with Panther or its subsidiaries (except for purposes of benefit accrual under defined benefit pension plans or to the extent such treatment would result in duplicative accrual on or after the Closing Date are on maternity of benefits for the same period of service or paternity leaveto the extent such service is prior to a specific date before which service would not have been credited for employees of Panther), educational leaveand, military leave with veteran’s reemployment rights under federal lawrespect to any medical or dental benefit plan in which Garfield Employees participate after the Effective Time, leave under the Family Medical Leave Act of 1993, approved personal leave, shortPanther shall waive or cause to be waived any preexisting condition exclusions and actively-term disability leave or medical leave, at-work requirements (provided, however, that no such waiver shall apply to a preexisting condition of any Garfield Employee who was, as of the Effective Time, excluded from participation in a Plan by virtue of such preexisting condition), and shall provide that any covered expenses incurred on or before the Effective Time during the plan year of the applicable Plan in which the Effective Time occurs by a Garfield Employee or a Garfield Employee’s covered dependent shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” 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 Panther and subsidiaries of Panther. (iii) For purposes of this Agreement effective upon the later Section 5.2(b), “Garfield Employees” means individuals who are, as of the Closing Date Effective Time, employees of Garfield or the return any of such Applicable Employee its subsidiaries that are not subject to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, collective bargaining agreements for as long as they remain employees of Panther and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itits subsidiaries.

Employees and Employee Benefits. (a) Purchaser At such time prior to the Effective Time as mutually agreed by MOC and OSGM, OSGM shall make an offer of employment, within a reasonable commuting distance from effective as of the Branch to which each Applicable Employee is assignedEffective Time, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable employees of MOC and the Purchased MOC Subsidiaries. All such employees who accept or do not affirmatively decline OSGM's offer of employment within ten business days after the Effective Time will become employees of OSGM as of the Effective Time. The employees to be employed by OSGM are referred to collectively as the "Transferred Employees". (b) As of the Effective Time, unless otherwise agreed by the parties hereto, OSGM shall assume and/or become the sponsor of each of the Plans. With respect to the stock option plan maintained by MOC and previously disclosed by MOC to OSG, as of the Effective Time, OSG shall assume all outstanding option grants thereunder. Nothing described herein shall limit the ability of OSGM or OSG, as the case may be, to amend or terminate the Plans at any time on or after the Effective Time. To the extent that OSGM provides employee benefits to the Transferred Employees under plans sponsored or maintained by OSGM, nothing contained in this Section 12 shall cause or result in the Transferred Employees receiving, or being eligible to receive, duplicate benefits. (c) As of the Effective Time, OSGM shall adopt a basic supplemental executive retirement plan (the "OSGM Basic SERP") and a supplemental executive retirement plan plus (the "OSGM SERP Plus") substantially in the forms of the respective supplemental executive retirement plans maintained by MOC (the "MOC Basic SERP" and the "MOC SERP Plus", as applicable). Except as provided in the following sentence, the OSGM Basic SERP and the OSGM SERP Plus shall recognize all compensation from and service with MOC or its affiliates recognized by MOC or its affiliates under the MOC Basic SERP and the MOC SERP Plus, as applicable. Notwithstanding the foregoing, to the extent any participant under the MOC Basic SERP does not waive his or her rights to benefits under the MOC Basic SERP, OSGM shall assume the MOC Basic SERP and the obligations thereunder and shall not recognize compensation for and service with MOC or its affiliates under the OSGM Basic SERP. (d) Except as provided in (c) above, OSGM shall ensure that any employee benefit plan or compensation arrangement established, maintained or contributed to by OSGM or any of its affiliates, will grant full credit for all service or employment with MOC and any of its affiliates recognized by MOC or its affiliates under a similar employee benefit plan sponsored by MOC or its affiliates prior to the Effective Time, to the extent applicable, for purposes of eligibility, vesting and benefit accrual. OSGM shall ensure that any Plan which it assumes or becomes the replacement sponsor of, including, without limitation, any qualified defined benefit plan, qualified defined contribution plan or supplemental executive retirement plan sponsored by MOC, shall recognize service for purposes of eligibility, vesting and benefit accrual to the same extent such service had been recognized prior to the Effective Time under the applicable Plan. (e) As of the Effective Time, OSGM shall cause any employee welfare benefit plan, as defined in Section 3(1) of ERISA, which it establishes or maintains ("OSGM Welfare Plan"), to the extent such OSGM Welfare Plan is a plan under which the Transferred Employees were not eligible prior to the Effective Time, but under which the Transferred Employees will participate as of the Effective Time, to waive any pre-existing condition exclusions, evidence of insurability provisions, waiting periods (except to the extent that such exclusions would have then applied or such waiting periods were not satisfied under MOC's health plans) or any similar provisions with respect to Transferred Employees (as defined below). Such offer shall be effective on and their dependents or other beneficiaries) after the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable EmployeeEffective Time. For purposes of this Agreementcomputing deductible amounts, “Applicable Employees” means (i) all active Employees on co-pays or other maximums under any OSGM Welfare Plan, expenses and claims recognized prior to the Closing Date, including Employees on temporary leave Effective Time for similar purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave applicable welfare plan of MOC or any MOC Company shall be credited or recognized under OSGM's Welfare Plan. (f) None of OSG, OSGM nor the MOC Companies intend this Section 12 to create any rights or interest except as between OSGM and the MOC Companies and no present or future employees of either party (or any dependents of such employees) will be treated as third party beneficiaries in or under this Section. (g) OSGM shall be responsible for satisfying any and all obligations under the Consolidated Omnibus Budget Reconciliation Act of 19931985 ("COBRA") to provide COBRA continuation coverage to current and former employees of MOC and the Purchased MOC Subsidiaries and their beneficiaries (regardless of whether the employee or beneficiary experiences a "qualifying event" (as defined in COBRA) prior to, approved personal leave, short-term disability leave on or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with after the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itEffective Time).

Employees and Employee Benefits. (a) Purchaser Following the Effective Time, Bergen shall offer employmentprovide 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, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to Bergen shall treat all Applicable service by PharMerica Employees (as defined below). Such offer shall be effective ) 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 of benefits for the same period of service), and, with respect to any medical or dental benefit plan in which PharMerica Employees participate after the case of an Applicable Employee actively employed at the ClosingEffective Time, Bergen shall waive or upon the return of cause to be waived any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means pre-existing condition exclusions and actively-at-work requirements (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such waiver shall apply to a pre-existing condition of any PharMerica Employee who was, as of the Effective Time, excluded from participation in a PharMerica Benefit Plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Effective Time by a PharMerica Employee or a PharMerica Employee's covered dependent shall be guaranteed reinstatement taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to active employment if he is incapable the same extent as such expenses are taken into account for the benefit of working 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 the Surviving Corporation and its Subsidiaries to honor in accordance with the policiestheir terms all employment, practices severance, consulting and procedures other compensation contracts disclosed in Section 3.23 of the Purchaser PharMerica Disclosure Statement between PharMerica or if his return to employment is contrary to one of its Subsidiaries and any current of former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted Effective Time under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later provisions of the Closing Date or PharMerica Employee Benefit Plans listed in Section 3.26 of the return of PharMerica Disclosure Statement as such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be provisions exist on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itdate hereof.

Employees and Employee Benefits. (a) Purchaser Effective upon the Closing, the employment of each Management Employee employed by Group LLC shall offer employmentbe assigned and transferred to and continued by GREC LLC, within a reasonable commuting distance from the Branch to which each Applicable Employee is assignedand immediately thereafter, in positions requiring comparable skills and abilities (connection with no reduction in base salary or weekly or hourly rate the closing of pay) to all Applicable Employees (as defined below). Such offer the Second Contribution, shall be assigned and transferred to and continued by GREC Corp, in each case as part of the contribution of the Contributed Assets. Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation, if any, as may be necessary to reflect such assignments, transfers, and contributions. (b) In connection with the Internalization Transaction, GREC LLC agrees to cause GREC Corp to adopt the Greenbacker Renewable Energy Corporation Executive Protection Plan as approved by the Board of Directors of GREC LLC on May 19, 2022 and effective on as of the Closing Date (the “Protection Plan”). (i) Promptly, and in the case of an Applicable Employee actively employed at any event within five (5) Business Days following the Closing, or upon GREC LLC agrees to cause GREC Corp to procure that each of Xxxxxxx Xxxxxxx and Xxxxx Xxxx will (A) agree to the return termination of any such Applicable Employee his employment agreement, with all existing rights thereto extinguished, and enter into a written instrument reflecting the foregoing, (B) accept a new employment offer letter from GREC Corp, and (C) have the right to active employment participate in the case Protection Plan as in effect on such date. (ii) GREC LLC agrees to cause GREC Corp to use its reasonable best efforts to procure that as soon as administratively practicable, and in any event within ninety (90) days following the Closing, each of the remaining Management Employees other than Xxxxxxx Xxxxxxx and Xxxxx Xxxx will (A) agree to the termination of his or her existing employment agreement, with all existing rights thereto extinguished, and enter into written instrument reflecting the foregoing, (B) accept a new employment offer letter from GREC Corp, and (C) have the right to participate in the Protection Plan as in effect on such date. (iii) The terms of the Protection Plan shall not be amended for at least three (3) years following the Closing as it applies to Management Employees who agreed to have their employment agreements terminated no later than thirty (30) days following the Closing. (iv) GREC LLC agrees to cause GREC Corp to provide six (6) months advance notice to existing participants before amending the terms of the Protection Plan, as it applies to those participants. (c) Notwithstanding the above or any other Applicable Employee. For purposes provision of this Agreement, “Applicable Employees” means nothing in this Agreement shall create any obligation on the part of any of GREC LLC or any of its Affiliates to (i) all active Employees on continue the employment of any Management Employee or permit the return from a leave of absence for any period following the Closing Date, including Employees on temporary leave for purposes of jury (except as required by applicable Law) or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on change the Closing Date are on maternity employment status of any Management Employee from “at will,” to the extent such employee is an “at will” employee under applicable Law. (d) The Parties acknowledge and agree that the transactions contemplated hereunder and the assignment, transfer or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures continuation of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser Management Employees as contemplated by this Section 5.4 shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer deemed a severance of employment shall be a “Transferred Employee” of any Management Employee for purposes of this Agreement effective upon or any Benefit Plan. (e) The Parties acknowledge and agree that neither the later consummation of transactions contemplated hereunder nor any other transaction in connection with the aforementioned transactions shall be deemed a “change of control” or term of similar import for purposes of any Benefit Plan or with respect to any Management Employee. (f) To the extent applicable, with respect to the portion of the Closing Date tax year occurring prior to and including the Closing, Group LLC will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all Management Employees for such period. With respect to the remaining portion of such tax year, GREC LLC will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Management Employees and (ii) furnish a Form W-2 or similar earnings statement to all Management Employees. With respect to each Management Employee, Group LLC and GREC LLC shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (A) treat GREC LLC (or an applicable subsidiary) as a “successor employer” and Group LLC (or the return applicable Group LLC Affiliate) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”); (B) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Closing with respect to each such Applicable Management Employee for the tax year during which the Closing occurs; and (C) file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to active employmenteach such Management Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53. (g) Subject to any limitations imposed by applicable Laws, Group LLC and GREC LLC shall provide to each other and their respective agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement. A Transferred Employee’s employment The Parties also hereby agree to enter into any business associate arrangements that may be required for the sharing of any information pursuant to this Agreement to comply with Purchaser shall be the requirements of HIPAA. (h) GREC LLC will continue to apply the appropriate leave of absence policies applicable to inactive Management Employees who are on an “at-will” basis, and nothing in this Agreement approved leave of absence as of the Closing. Leaves of absence taken by Management Employees prior to the Closing shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period have been taken as employees of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itGREC LLC.

Employees and Employee Benefits. (a) Purchaser Buyer shall, or shall cause an Affiliate of Buyer to, offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be 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 (the Employees who accept such employment and commence employment on the Closing Date, the "Transferred Employees"). During the period commencing on the Closing Date and ending on the date which is [12/[NUMBER]] months from the Closing (or if earlier, the date of the Transferred Employee's termination of employment with Buyer or an Affiliate of Buyer), Buyer shall, or shall cause an Affiliate of Buyer to, provide each Transferred Employee with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by Seller immediately prior to the Closing; (ii) 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 no less favorable in the case aggregate than those provided by Seller immediately prior to the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Transferred Employee immediately prior to the Closing. With respect to any employee benefit plan maintained by Buyer or an Affiliate of an Applicable Employee actively employed at Buyer (collectively, "Buyer Benefit Plans") for the benefit of any Transferred Employee, effective as of the Closing, Buyer shall, or upon shall cause its Affiliate to, recognize all service of the return 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 the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan. [Effective as soon as practicable following the Closing Date, Seller, or any applicable Affiliate, shall effect a transfer of assets and liabilities [(including outstanding loans)] from the defined contribution retirement plan that it maintains to the defined contribution retirement plan maintained by Xxxxx, with respect to the Transferred Employees, in connection with the transactions contemplated by this Agreement. Any such Applicable Employee 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 transferred account balances from Seller's plan shall become fully vested].] Effective as of the Closing, the Transferred Employees shall cease active employment participation in the case of any other Applicable EmployeeBenefit 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, “Applicable Employees” means the following claims shall be deemed to be incurred as follows: (i) all active Employees life, accidental death and dismemberment, short-term disability, and workers' compensation insurance benefits, on the Closing Dateevent 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 employment of any Employee who accepts an employment offer by Buyer that is consistent with the requirements of (b), including Employees on temporary leave for purposes of jury any Benefit Plan that provides for separation, termination or annual two-week national service/military dutyseverance benefits, Employees 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 employment by Buyer on vacation terms and Employees on a regularly scheduled day off from work, conditions consistent with Section 6.04(b) hereof and declines such offer; and (ii) Employees who on any claims relating to the Closing Date are on maternity employment of any Transferred Employee arising in connection with or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under following the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee Closing. This Section VI.04 shall be guaranteed reinstatement binding upon and inure solely to active employment if he is incapable the benefit of working in accordance with the policies, practices and procedures each of the Purchaser or if his return parties to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisAgreement, and nothing in this Agreement Section 6.04, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, express or implied, shall be deemed construed to constitute an employment establish, amend or modify any benefit plan, program, agreement with or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.04 shall not create any such person or to obligate Purchaser to employ any such person for any specific period of time or right in any specific position Transferred Employee or any other Person to restrict Purchaser’s right to terminate the any continued employment with Buyer or any of its Affiliates or compensation or benefits of any such person at any time and for any reason satisfactory to itnature or kind whatsoever.

Employees and Employee Benefits. (a) Purchaser During the period commencing at the Effective Time and ending on the two-year anniversary of the Effective Time (the “Continuation Period”), Parent and the Surviving Company shall offer employmentcause Oncor or Oncor Holdings to provide each individual who is an employee of Oncor prior to and as of the Effective Time (each, within an “Oncor Employee”) with (i) a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly wage rate of paythat is no less favorable than that provided to such Oncor Employee immediately prior to the Effective Time, (ii) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date aggregate incentive compensation opportunities that are substantially comparable, in the case aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such Oncor Employee immediately prior to the Effective Time. (b) During the Continuation Period, the Oncor Entities shall not, and Parent and the Surviving Company shall cause each of an Applicable Employee actively employed at the ClosingOncor Entities not to, implement any material involuntary workforce reductions (with respect to either field or upon corporate personnel) of the return Oncor Employees. (c) From and after the Effective Time, each of Oncor Holdings and Oncor shall, and Merger Sub shall exercise all rights as a direct or indirect equityholder of Oncor Holdings and Oncor to cause Oncor Holdings and Oncor to, fully satisfy, fulfill and discharge any obligations to current and former Oncor Employees under the Assumed Plans; provided that, nothing herein shall prevent the amendment or termination of any such Applicable Employee plans in accordance with their terms by Oncor Holdings and/or Oncor, and Oncor Holdings and Oncor shall each continue to active employment in have any rights, privileges or powers under the case of Assumed Plans. (d) Notwithstanding any other Applicable Employee. For purposes provision of this AgreementSection 8 with respect to any Oncor Employee immediately following the Effective Time whose terms and conditions of employment are covered by a CBA, “Applicable Employees” means the terms and conditions of such Oncor Employee’s employment shall be governed by the terms of the applicable CBA. (e) Each party hereto hereby acknowledges that, with respect to any employee listed on Exhibit F hereto, (i) all active Employees on a “change in control” or “change of control” within the Closing Date, including Employees on temporary leave for purposes meaning of jury each Assumed Plan in which such employee is a participant or annual two-week national service/military duty, Employees on vacation and Employees on to which such employee is a regularly scheduled day off from workparty will occur as a result of the consummation of the Purchase Transactions, and (ii) Employees who on the Closing Date are on maternity whether a termination of employment that occurs with respect to such employee constitutes a termination for “good reason” or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave “without cause” will be determined under the Family Medical Leave Act terms of 1993such Assumed Plan. Notwithstanding the foregoing, approved personal leaveOncor shall request each of such executives to execute a valid and non-revocable waiver of his or her right to terminate his or her employment for an event specified under items (c) and (f) of the definitions of "Good Reason" specified in the Third Amended and Restated Oncor Executive Change in Control Policy or "Good Reason" specified in the Oncor Amended and Restated Key Employee Change in Control Plan, short-term disability leave as applicable. (f) In the event that any Oncor Employee becomes a participant in any employee benefit plan of Parent or medical leaveits Subsidiaries, providedParent shall use commercially reasonable efforts to cause any employee benefit plans in which such Oncor Employee is entitled to participate to take into account for purposes of eligibility and vesting thereunder, howeverservice of such Oncor Employees with Oncor Holdings or Oncor, that no as applicable, prior to the Effective Time as if such Employee shall be guaranteed reinstatement service were with Parent or its Subsidiaries to active employment if he is incapable of working the extent provided in accordance with the policiesterms of such employee benefit plans (except (i) with respect to any Oncor Employee who incurs a break in service after the Closing Date and is subsequently hired, practices and procedures of such service will only be credited to the Purchaser or if his return to employment is contrary to extent such service would have been credited and/or restored in accordance with the terms of his leave; a comparable benefit plan immediately prior to the Closing Date, or (ii) to the extent that it would result in (A) a duplication of benefits, (B) benefit accruals under any defined benefit pension plan (other than utilizing such years of service in order to satisfy any requirements for future benefit accrual only under any defined benefit pension plan), or (C) service accrual for any purpose under any post-retirement welfare benefit plan). (g) The provisions of this Section 8 are solely for the benefit of the parties to this Letter Agreement, and further provided, however that Purchaser shall not be required to offer employment to no Oncor Employee or former Oncor Employee or any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment other individual associated therewith shall be regarded for any purpose as a “Transferred Employee” for purposes third party beneficiary of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basisLetter Agreement, and nothing in this Agreement herein shall (i) be deemed construed as an amendment to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person Benefit Plan for any specific period of time purpose, (ii) give any Oncor Employee or in former Oncor Employee or any specific position other individual associated therewith or to restrict Purchaser’s any employee benefit plan or trustee thereof or any other third person any right to terminate enforce the provisions of this Section 8 or (iii) obligate the Surviving Company, Oncor Holdings, Oncor or any of their respective Affiliates (A) to, subject to Section 8(a)(iii) and as provided in the Amended and Restated Split Participant Agreement, maintain any particular benefit plan, (B) to retain the employment of any particular employee or (C) to refrain from promoting or demoting any particular employee (or otherwise refrain from reassigning such person at employee to a new position). (h) Notwithstanding anything herein to the contrary, Purchasers agree to include commitments to comply with the provisions of Section 8(a), (b), (c), (d) and (e) in the commitments made by it in connection with the PUCT Filing; and agree to request the PUCT to include such commitments in any time and for any reason satisfactory to itfinal PUCT Order.

Employees and Employee Benefits. (a) Purchaser shall offer employment, within For a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate period of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at one year following the Closing, Office Depot shall, or upon shall cause OfficeMax Converted LLC to, provide the return employees of OfficeMax and its subsidiaries as of the Closing (the “OfficeMax Employees”), other than such employees covered by collective bargaining or other labor agreements (the “Excluded Employees”), with compensation and employee benefits plans, programs and arrangements (excluding equity-based compensation arrangements) that are substantially similar, in the aggregate, to those provided to OfficeMax Employees (other than Excluded Employees) as of immediately prior to the Closing and shall provide equity-based compensation awards to OfficeMax Employees (other than Excluded Employees) that are no less favorable than those provided to similarly situated Office Depot employees. The foregoing notwithstanding, Office Depot agrees to honor, or to cause OfficeMax Converted LLC to honor, in accordance with their terms all OfficeMax Plans and OfficeMax Foreign Plans and all collective bargaining agreements to which OfficeMax or any of its subsidiaries is a party or otherwise bound, provided that such plans or agreements may be amended, terminated or suspended in accordance with their terms and Applicable Law. OfficeMax shall, or shall cause any of its applicable subsidiaries to, comply with all notice and consultation provisions of all collective bargaining or other labor agreements to which it or such subsidiary is a party or otherwise bound, to the extent required by any such collective bargaining or other labor agreements or Applicable Employee to active employment in the case of any other Applicable Employee. Law. (b) For all purposes (including purposes of this Agreementvesting, “Applicable Employees” means (ieligibility to participate and level of benefits) all active under the employee benefit plans providing benefits to any OfficeMax Employees on after the Closing Date(the “New Plans”), including Employees on temporary leave each OfficeMax Employee shall be credited with his years of service with OfficeMax and its subsidiaries and their respective predecessors before the Closing, to the same extent as such OfficeMax Employee was entitled, before the Closing, to credit for such service under any similar OfficeMax employee benefit plan in which such OfficeMax Employee participated or was eligible to participate immediately prior to the Closing (such plans, collectively, the “Old Plans”), provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing, (A) each OfficeMax Employee who ceases to be eligible to participate in an Old Plan shall be immediately eligible to participate, without any waiting time, in any corresponding New Plan to the extent coverage under such New Plan is comparable and intended to replace the benefits under any such Old Plan, and (B) for purposes of jury or annual twoany New Plan providing medical, dental, pharmaceutical and/or vision benefits to any OfficeMax Employee, Office Depot shall cause all pre-week national service/military dutyexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his covered dependents, Employees on vacation and Employees on a regularly scheduled day off from workunless such conditions would not have been waived under the Old Plans, and (ii) Employees who Office Depot shall cause any eligible expenses incurred by such employee and his covered dependents during the portion of the plan year of the Old Plan ending on the Closing Date are on maternity or paternity leavedate such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, educational leave, military leave with veteran’s reemployment rights under federal law, leave under coinsurance and maximum out-of-pocket requirements applicable to such employee and his covered dependents for the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no applicable plan year as if such Employee shall be guaranteed reinstatement to active employment if he is incapable of working amounts had been paid in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing New Plan. (c) Nothing contained in this Agreement shall be deemed construed as requiring Office Depot or OfficeMax Converted LLC to constitute an employment agreement with any such person continue (or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate resume) the employment of any specific person. (d) Without limiting the generality of Section 9.7, no provision of this Section 6.6 shall be construed to create any third party beneficiary rights in any employee, officer, current or former director or consultant of OfficeMax or its subsidiaries, or any beneficiary of such person at employee, officer, director or consultant under an OfficeMax Plan or OfficeMax Foreign Plan or otherwise, and is not intended to constitute an amendment to any time and for OfficeMax Plan or any reason satisfactory to itOfficeMax Foreign Plan.

Employees and Employee Benefits. (a) Purchaser Amega will use all commercially reasonable efforts to cause its employees who are employed or retained in the operation of the Business, including the employees set forth on Section 4.13 of the Disclosure Schedule, to make available their employment services to Mesa. Mesa is not obligated to hire any employee of Amega but may, prior to the Closing at times mutually agreed upon with Amega, interview and may make offers of employment to any or all of the Amega employees who are employed or retained in the operation of the Business. Subject to applicable Law, Mesa will have reasonable access to the personnel records (including without limitation performance appraisals, disciplinary actions, and grievances) of Amega for the purpose of preparing for and conducting employment interviews with any or all of such employees. Such employees who accept Mesa’s offer of employment (the “Hired Employees”) effective as of the Closing shall offer employmentbecome employees of Mesa. The Hired Employees shall be entitled to a transfer of tenure for prior employment with Amega for the purpose of computing health and other benefits. Prior to the Closing, within a reasonable commuting distance from Amega will provide or cause the Branch Hired Employees to which each Applicable Employee is assigned, in positions requiring comparable skills provide to Mesa completed I-9 forms and abilities (attachments with no reduction in base salary or weekly or hourly rate of pay) respect to all Applicable Hired Employees. Effective immediately before the Closing, Amega will terminate the employment of all of the Hired Employees. (b) Mesa will set its own initial terms and conditions of employment for the Hired Employees and others it may hire, including without limitation work rules, benefits and salary and wage structure, all as permitted by applicable Law. Amega will be solely liable for any termination notice severance or similar payment required to be made to any of its employees as a result of the transactions contemplated by this Agreement. (c) It is understood and agreed that (i) Mesa’s expressed intention to extend offers of employment as defined below). Such offer shall be effective set forth in this Section will not constitute a contract (express or implied) on the part of Mesa to a post-Closing Date employment relationship of any fixed term or duration or upon any terms or conditions other than those that Mesa may establish pursuant to individual offers of employment and (ii) employment offered by Mesa is “at will” and all Hired Employees will remain at will employees and the employment of such Hired Employees may be terminated by Mesa or by the Hired Employee at any time for any reason. For the avoidance of doubt, nothing in this Agreement will be deemed to prevent or restrict in any way the case right of an Applicable Employee actively employed at Mesa to terminate, reassign, promote or demote any of the Hired Employees after the Closing, or upon to change adversely or favorably the return title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (d) From and after the Closing, Amega will remain solely responsible for all liabilities to or in respect of its employees and former employees, including Hired Employees, and beneficiaries and dependents of any such Applicable Employee employee or former employee, relating to active employment or arising in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means connection with or as a result of: (i) Amega employment of any such employee or former employee or the actual or constructive termination of employment of any such employee or former employee (including without limitation in connection with the consummation of the transactions contemplated by this Agreement and including the payment of any termination, notice, severance or similar payments and the provision of health plan continuation coverage in accordance with the requirements of Sections 601 et seq. of ERISA and Section 4980B of the Code), or (ii) accrued but unpaid salaries, wages, bonuses, incentive compensation, or other compensation or payroll items as a result of employment by Amega. (e) From and after the Closing, Amega will remain solely responsible for all active liabilities to or in respect of the Hired Employees and their beneficiaries or dependents relating to or arising in connection with any claims, whether such claims are asserted before, on or after the Closing Date, including Employees on temporary leave for purposes of jury life, disability, accidental death or annual two-week national service/military dutydismemberment, Employees on vacation and Employees on a regularly scheduled day off from worksupplemental unemployment compensation, and (ii) Employees who on medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon an occurrence before the Closing Date are on maternity (including claims for continuing treatment in respect of any illness, accident, disability, condition or paternity leaveconfinement which occurs or commences before the Closing Date). (f) From and after the Closing, educational leaveMesa will be solely responsible for all liabilities to or in respect of the Hired Employees, military leave and beneficiaries and dependents of any such Hired Employees, relating to or arising in connection with veteranor as a result of: (i) Mesa’s reemployment rights under federal lawemployment of any such Hired Employee or the actual or constructive termination of any such Hired Employee (including the payment of any termination, leave under notice, severance or similar payments and the Family Medical Leave Act provision of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working health plan continuation coverage in accordance with the policies, practices requirements of Sections 601 et seq. of ERISA and procedures Section 4980B of the Purchaser Code), or if his return to employment is contrary to the terms of his leave; and further provided(ii) accrued but unpaid salaries, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer wages, bonuses, incentive compensation, or other compensation or payroll items as a result of employment shall by Mesa, including, but not limited to, vacation time accrued while in the employ of Amega but not yet taken by the Hired Employees. (g) From and after the Closing, Mesa will be a “Transferred Employee” solely responsible for purposes all liabilities to or in respect of this Agreement effective the Hired Employees and their beneficiaries or dependents relating to or arising in connection with any claims for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon the later of an occurrence on or after the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing (including claims for continuing treatment in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment respect of any such person at any time and for any reason satisfactory to itillness, accident, disability, condition or confinement which occurs or commences on or after the Closing Date).

Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate Effective as of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Emcore shall cause the Surviving Corporation to continue the employment of each individual who was employed by MODE on the day prior to the Closing Date, except for the employees listed on Section 5.18(a) of the Disclosure Schedule, at the same or greater cash compensation as each such employee was receiving immediately prior to the Closing Date. Each of the MODE employees who continues employment with the Surviving Corporation as of the Closing Date shall be referred to herein as a "MODE Employee." (b) Effective as of the Closing Date, MODE shall terminate or discontinue the "simplified employee pension" (within the meaning of Section 408(k) of the Code) maintained by MODE. Effective with the Closing Date, Emcore shall, in its sole discretion, either (i) cause the Surviving Corporation to maintain, in substantially the same form, MODE's existing employee welfare benefit plans (as defined in Section 3(1) of ERISA) or (ii) replace any or all of such plans with comparable programs. Except for benefits described in the previous sentence, MODE Employees shall, to the extent otherwise eligible, be allowed to participate in all employee benefit plans, programs or arrangements maintained by Emcore on temporary leave the same terms as existing Emcore employees. Emcore shall cause each such MODE Employee, for the year during which the Closing Date occurs, to be credited under any applicable Emcore group health plan with any deductibles and copayments already incurred during such year under the MODE group health plan, and cause to be waived under each applicable Emcore group health plan any preexisting condition restrictions to the extent necessary to provide immediate coverage of all MODE Employees. Emcore shall recognize or cause to be recognized each MODE Employee's years of service and level of seniority with MODE, its ERISA Affiliates, and the Subsidiaries for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, (i) terms of employment and (ii) Employees who on eligibility, vesting and benefit determination under all employee benefit plans, programs or arrangements maintained by Emcore or Surviving Corporation, to the extent permissible under applicable law, including, but not limited to, ERISA. (c) Emcore agrees that it will comply with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I of ERISA after the Closing Date are on maternity with respect to all qualified beneficiaries who had a qualifying event as of or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under prior to the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Closing Date. (d) Each MODE Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance credited under the applicable Emcore Plan with the policiesall vacation, practices sick, and procedures other paid time off accrued by such MODE Employee as of the Purchaser or if his return to employment is contrary day prior to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to itDate.

Employees and Employee Benefits. (a) Purchaser All individuals who provide services to or are employed by United Community or any of its Subsidiaries immediately prior to the Closing (“Covered Employees”) shall offer automatically become employees of First Defiance as of the Closing. For a period of one (1) year following the Effective Time (or, if shorter, the period that such Covered Employee or First Defiance Employee holds the position held by such Covered Employee or First Defiance Employee as of immediately prior to the Effective Time), First Defiance shall provide, or shall cause to be provided, to each Covered Employee and First Defiance Employee base compensation that is no less favorable than the base compensation provided to such Covered Employee or First Defiance Employee, respectively, immediately prior to the Effective Time. (b) Without limiting the generality of Section 7.7(a) or the protections of any Covered Employee or First Defiance Employee contemplated by any other provision of this Section 7.7: (i) from and after the Effective Time, unless otherwise mutually determined by United Community and First Defiance, the United Community Benefit Plans and First Defiance Benefit Plans in effect as of the date of this Agreement shall remain in effect with respect to employees of United Community and First Defiance (and their respective Subsidiaries), respectively, covered by such plans at the Effective Time who continue to be employed by the Surviving Entity or its Subsidiaries after the Effective Time until such time as the Surviving Entity shall, subject to applicable Legal Requirements and the terms of such plans, modify any existing plans or adopt new benefit plans with respect to employees of the Surviving Entity and its Subsidiaries (collectively, the “New Plans”); (ii) prior to the Effective Time, United Community and First Defiance shall cooperate in reviewing, evaluating and analyzing the United Community Benefit Plans and First Defiance Benefit Plans with a view toward developing appropriate New Plans for the employees covered thereby; and (iii) it is the intention of United Community and First Defiance, to the extent permitted by applicable Legal Requirements, to develop New Plans (including amending existing plans), as soon as reasonably practicable after the Effective Time, which, among other things, (x) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (y) do not discriminate between employees who were covered by United Community Benefit Plans, on the one hand, and those covered by First Defiance Benefit Plans on the other hand, at the Effective Time. (c) For all purposes under the New Plans, each Covered Employee and each First Defiance Employee shall be credited with his or her years of service with United Community and First Defiance, their Subsidiaries and their respective predecessors, respectively, to the same extent as such Covered Employee or First Defiance Employee was entitled to credit for such service under any applicable United Community Benefit Plan or First Defiance Benefit Plan, respectively, in which such Covered Employee or First Defiance Employee participated or was eligible to participate immediately prior to the Transition Date; provided, however, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. (d) In addition, and without limiting the generality of the foregoing, as of the Transition Date: (i) each Covered Employee and First Defiance Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is similar in type to an applicable United Community Benefit Plan or First Defiance Benefit Plan, respectively, in which such Covered Employee or First Defiance Employee was participating immediately prior to the Transition Date (such United Community Benefit Plans and First Defiance Benefit Plans prior to the Transition Date collectively, the “Old Plans”); (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision or similar benefits to any Covered Employee or First Defiance Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan shall be waived for such Covered Employee or First Defiance Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan in which such Covered Employee or First Defiance Employee, as applicable, participated or was eligible to participate immediately prior to the Transition Date; and (iii) any eligible expenses incurred by such Covered Employee or First Defiance Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the Transition Date shall be taken into account under such New Plan to the extent such eligible expenses were incurred during the plan year of the New Plan in which the Transition Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Covered Employee or First Defiance Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. (e) Notwithstanding any other provision of this Agreement to the contrary, from and following the Closing, First Defiance shall assume and honor the obligations of United Community and its Subsidiaries under all employment, within severance, change in control, consulting, and other similar plans, programs, agreements, arrangements, policies and practices (“Severance Plans”) in accordance with their terms. First Defiance and United Community hereby agree that the Merger shall constitute or be deemed a reasonable commuting distance from “change in control” (or concept of similar import) for purposes of the Branch to which each Applicable Employee is assignedUnited Community Benefit Plans, including Severance Plans and United Community Stock Plans, and that First Defiance may, in positions requiring comparable skills First Defiance’s sole discretion, deem the Merger a “change in control” (or concept of similar import) for purposes of the First Defiance Benefit Plans. With respect to a Covered Employee or First Defiance Employee who does not have contractual severance or termination protections and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on whose employment is terminated between the Closing Date and the first anniversary thereof, First Defiance shall provide severance protections consistent with the terms of a severance plan or policy to be developed by First Defiance and United Community between the date hereof and the Closing Date or, if no such plan or policy is adopted, First Defiance shall provide severance benefits on terms consistent with the Severance Plan applicable to such employee immediately prior to Closing or, if more favorable, the Severance Plan applicable to similarly situated employees of First Defiance (in the case of a Covered Employee) or United Community (in the case of an Applicable Employee actively employed at the First Defiance Employee) immediately prior to Closing, determined without taking into account any reduction after the Closing in compensation paid to such Covered Employee. (f) As mutually determined by the parties, First Defiance shall provide outplacement services to eligible Covered Employees and First Defiance Employees who are terminated following the Merger due to relocation or consolidation of operations. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of United Community, First Defiance or their respective Subsidiaries or Affiliates any right to continue in the return employ or service of United Community, First Defiance or their respective Subsidiaries or Affiliates, or shall interfere with or restrict in any way the rights of the United Community, First Defiance or their respective Subsidiaries or Affiliates to discharge or terminate the services of any such Applicable Employee to active employment in the case of employee, director or consultant at any other Applicable Employeetime for any reason whatsoever, with or without cause. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing Nothing in this Agreement shall be deemed to constitute an (i) establish, amend, or modify any United Community Benefit Plan, First Defiance Benefit Plan, New Plan or any other benefit or employment plan, program, agreement with or arrangement, or (ii) alter or limit the ability of the United Community, First Defiance or their respective Subsidiaries or Affiliates to amend, modify or terminate any such person United Community Benefit Plan, First Defiance Benefit Plan, New Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting Section 11.6, nothing in this Agreement, express or implied, is intended to obligate Purchaser to employ or shall confer upon any such person for current or former employee, director or other service provider (or any specific period beneficiary of time the foregoing) of United Community, First Defiance or in their respective Subsidiaries or Affiliates, any specific position right, benefit or to restrict Purchaser’s right to terminate the employment remedy of any such person at any time and for any nature whatsoever under or by reason satisfactory to itof this Agreement.