Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) No later than January 15, 2014, Contributor shall promptly provide the Midstream Business Employee Information in writing to Acquirer with respect to each Midstream Business Employee. Thereafter as requested by Acquirer, and 15 days prior to the Closing Date whether or not requested by Acquirer, Contributor shall provide Midstream Business Employee Information that is accurate, complete and up-to-date as of the time such information is provided with respect to each Midstream Business Employee. At least ten (10) Business Days 10 days prior to the Closing Date, CLNC Acquirer shall, or shall cause an Affiliate of CLNC to, offer to each of the employees of Manager and/or any one of its Affiliates whoto, as make offers of employment to the date Midstream Business Employees of this AgreementAcquirer’s choosing who pass Acquirer’s drug and other employment screening procedures, are primarily engaged in providing services under and each such offer shall be on terms consistent with the Management Agreement, whose names are requirements set forth on in this Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus 5.8. From and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of after the Closing Date, the Midstream Business Employees that timely accept offers of employment as described in the preceding sentence and Manager report to work with Acquirer or one of its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, Affiliates on the date immediately preceding or after the Closing Date. Those Employees who accept employment Date in accordance with such offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be are referred to herein as “Transferred Employees.” ” (b) During which such term shall include Transition Employees to the extent applicable). To the extent that any Midstream Business Employee does not receive an offer of employment from Acquirer or does not accept the one-time offer of employment from Acquirer or one of its Affiliates, Acquirer and its Affiliates are precluded from making any subsequent offers of employment to such Midstream Business Employee for a period commencing of six months following the Closing Date unless Acquirer or one of its Affiliates pays or reimburses Contributor for the cost of any severance pay and benefits paid or provided by Contributor under the COC Severance Program or Executive Change of Control Agreement with respect to such Midstream Business Employee. In addition, if Acquirer and its Affiliates shall terminate any Transition Employee during the 90-day period beginning on the Closing Date and ending on the date which Acquirer or one of its Affiliates is twelve (12) required to provide severance benefits to such terminated Transition Employee under Section 5.8(f), then Acquirer and its Affiliates shall be precluded from making any subsequent offers of employment to such Transition Employee for a period of six months from the Closing (or if earlier, following the date of the Transferred such Transition Employee’s termination of employment with CLNC Acquirer and its Affiliates unless Acquirer or an Affiliate one of CLNC), CLNC shall, its Affiliates pays or shall cause an Affiliate reimburses Contributor for the cost of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary any severance pay and benefits under the COC Severance Program that are paid or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided Contributor, including any amount paid or reimbursed to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the ClosingAcquirer or its Affiliates under Section 5.8(f). (cb) CLNC Except as otherwise specifically provided for in this Section 5.8, for the 12 month period immediately following the Closing (the “Continuation Period”), Acquirer shall, or shall cause its Affiliates to, give provide (i) each Transferred Employee full credit for with (A) a base pay or salary rate at least equal to the base pay or salary rate as in effect with respect to such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan Date, but only if the information regarding such base pay or salary rate is (I) timely provided to Acquirer pursuant to Section 5.8(a) above and (II) accurate, and (B) bonus opportunities and employee benefits, including vacation and paid time off, no less favorable, in which the Transferred Employee participated; providedaggregate, howeverthan the bonus opportunities and employee benefits offered or provided to similarly situated employees of Acquirer and its Affiliates, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or and (ii) to each Transferred Employee who is terminated without “cause” or resigns for “good reason” (each as defined in the extent that such recognition would result COC Severance Program) during the Continuation Period with severance benefits in a duplication accordance with Section 5.8(f), below. (c) Effective as of coverage or benefits with respect to the same period of service. CLNC Closing, Acquirer shall, or shall cause its Affiliates to, take commercially reasonable steps to cause each compensation or employee benefit plan maintained by Acquirer or any of its Affiliates and in which any Transferred Employee becomes eligible to participate in, to treat the prior service of such Transferred Employee with any of Contributor and its Affiliates as service rendered to Acquirer or its Affiliates, as the case may be, for vesting and eligibility purposes only, but only to the extent that (i) such service crediting is permitted pursuant to the terms of such plans, does not violate any applicable Law and does not result in duplication of benefits for the same period of service and (ii) information regarding such service is (A) timely provided to Acquirer pursuant to Section 5.8(a) above and (B) accurate. (d) Acquirer shall, or shall cause its Affiliates to, take commercially reasonable steps to (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees limitation on health and their eligible dependents under welfare coverage of any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements, and requirements to show evidence of good health under the applicable health plans in which and welfare plan of Acquirer or any Affiliate of Acquirer to the extent such Transferred Employee participated and his or her eligible dependents are covered under a health and welfare benefit plan of Contributor or any of its Affiliates (as the case may be), and such conditions, periods or requirements are satisfied or waived under such plan of Contributor or any of its Affiliates, immediately prior to the Closing during Date and (ii) credit each Transferred Employee and his or her eligible dependents with all deductible payments, co-payments and co-insurance paid by such employee and covered dependents under the portion medical employee benefit plan of Contributor or any of its Affiliates (as the plan year case may be) prior to the Closing Date during the year in satisfying which the Closing Date occurs for the purpose of determining the extent to which any deductibles, co-payments such employee and his or her dependents have satisfied their deductible and whether they have reached the out-of-pocket maximums maximum under health plans maintained any medical employee benefit plan of Acquirer or any Affiliate of Acquirer for the calendar year in which the Closing Date occurs, but, with respect to any actions pursuant to subsection (i) or (ii), above, only (A) to the extent permitted by CLNC the terms of such plans, applicable Law and third party insurers and administrators, and (B) if the information necessary to accomplish the actions contemplated by subsections (i) and (ii), above, is accurate and is timely received by Acquirer. (e) In the event that a Transferred Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to roll over his or her account balance in the Contributor 401(k) Plan to a tax-qualified defined contribution plan sponsored by Acquirer or one of its Affiliates in which such Transferred Employee is eligible to participate after participate, Acquirer agrees to take commercially reasonable steps to cause such tax-qualified defined contribution plan to accept such rollover in cash, but only to the extent permitted by applicable Law and the terms of such Acquirer plan. Contributor covenants that, as of the date of each such rollover by a Transferred Employee, the Contributor 401(k) Plan shall be qualified pursuant to Section 401(a) of the Code. (f) Acquirer shall, or shall cause one of its Affiliates to, provide severance benefits to each non-executive Transferred Employee who is a full-time employee of Acquirer that is terminated involuntarily without “cause”, or resigns for “good reason” (each as defined in the COC Severance Program, provided that in the case of “good reason”, it is expressly understood that the term is evaluated by appropriate comparison to such non-executive Transferred Employee’s prior employment with Eagle Rock Energy G&P, LLC), from Acquirer and its Affiliates during the Continuation Period equal to the amount of the severance benefits to which such Transferred Employee would have been entitled under the COC Severance Program, as set forth in Section 5.8(f) of Contributor’s Disclosure Schedules, as a result of such a termination following a “Change of Control” within the meaning of the COC Severance Program; provided, however, that, if the cost of the severance benefits to be paid by Acquirer or its Affiliates to any Transferred Employee under this Section 5.8(f) exceeds the Severance Cap for that Transferred Employee, then Contributor shall pay Acquirer the amount of such excess within 10 days of Acquirer’s written demand. (g) If any Executive becomes a Transferred Employee and is terminated involuntarily without “cause”, or resigns for “good reason” (each as defined in such Executive’s Executive Change of Control Agreement, provided that in the case of “good reason”, it is expressly understood that the term is evaluated by appropriate comparison to such Executive’s prior employment with Eagle Rock Energy G&P, LLC), from Acquirer and its Affiliates during the Protection Period (as defined in such Executive’s Executive Change of Control Agreement), Acquirer shall, or shall cause one of its Affiliates to, provide severance benefits to each such Executive equal to the amount of the severance benefits to which such Executive would have been entitled under (i) the Executive Change of Control Agreement and (ii) that certain letter agreement between the Executive and Eagle Rock Energy G&P, LLC dated as of December 23, 2013 (but only with respect to those comparable awards (as determined by Acquirer) granted to Executive under Acquirer’s long-term incentive plan pursuant to Section 5.8(m)), each as applicable to such Executive and as set forth in Section 5.8(g) of Contributor’s Disclosure Schedules, as a result of such a termination following a “Change of Control” within the meaning of such Executive’s Executive Change of Control Agreement. (h) Acquirer shall, or shall cause one of its Affiliates to, provide compensation to Transferred Employees that is comparable to that which each Transferred Employee would have been entitled to under the awards granted to each such Transferred Employee under the Cash Plan in the ordinary course of business consistent with past practice at least five business days prior to the Closing Date, as set forth in Section 5.8(h) of Contributor’s Disclosure Schedules, and outstanding as of the same plan year in which such deductiblesClosing Date; provided, co-payments or out-of-pocket maximums were incurred; and (iii) waive however, that Acquirer shall be required by the foregoing to provide compensation that is comparable with respect to any waiting period limitation or evidence of insurability requirement that would otherwise be applicable award granted to a Transferred Employee under the Cash Plan after December 1, 2013, only if Acquirer preapproves in writing the grant of such award. (i) Except as otherwise specifically provided for in Section 5.8(j), Contributor shall be solely responsible for and his shall timely discharge all liabilities and obligations arising from Contributor’s employment of all its employees, including those who subsequently become Transferred Employees, including salaries, wages, bonuses, payroll Taxes, retirement, and any other claims, obligations and expenses of any kind arising out of the employment by, or her eligible dependents termination from the employment of, Contributor. (j) Acquirer and its Affiliates shall be responsible for any accrued but unpaid bonuses as correctly listed in Section 5.8(j) of Contributor’s Disclosure Schedules (which shall be provided at least 10 days prior to the Closing Date) payable to any Transferred Employee on or after the ClosingClosing Date, except subject to the extent Transferred Employee’s continued employment by Acquirer and its Affiliates through the date such waiting period or requirement amount would otherwise be paid; provided that, notwithstanding the foregoing, Contributor shall have been applicable under a comparable Benefit Plan the ability to pay any such accrued but unpaid bonuses through the Closing Date and, for the avoidance of doubt, neither Acquirer nor its Affiliates shall be responsible hereunder for any such bonuses paid by Contributor. (k) For purposes of determining the number of vacation days to which each Transferred Employee shall be entitled during the calendar year in which the Closing Date occurs, Acquirer shall honor all accrued or earned vacation days and unused paid time off of such Transferred Employee participated immediately as of the Closing Date, as correctly set forth in Section 5.8(k) of Contributor’s Disclosure Schedules; provided that, Contributor shall be permitted to update the information on Section 5.8(k) of Contributor’s Disclosure Schedules on or prior to the ClosingClosing Date to account for any additional accrued or earned vacation days and unused paid time off as a result of the period between the date hereof and the Closing Date, determined in accordance with the paid-time-off policy of Contributor in effect and provided to Acquirer prior to the date of this Agreement. (dl) Contributor shall be solely responsible for all obligations and liabilities with respect to the continuation coverage requirements of Section 601 et. seq. of ERISA and Section 4980B of the Code and similar state Law for all employees of Contributor and its Affiliates (and their dependents and beneficiaries) who are not Transferred Employees for whom a “qualifying event” or similar event under such Laws occurs or has occurred. (m) Effective as of the Closing, except as may otherwise be agreed between the parties Acquirer shall, or shall cause one of its Affiliates to, replace, for each Transferred Employee, all unvested restricted unit awards granted under the Transition Services Agreement, the Transferred Employees shall cease active participation Contributor’s Long Term Incentive Plan in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees ordinary course of business consistent with past practice at least five business days prior to the Closing Date. For purposes , as set forth in Section 5.8(m) of this AgreementContributor’s Disclosure Schedules and outstanding as of the Closing Date, the following claims shall be deemed to be incurred with a comparable award (as follows: (idetermined by Acquirer) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) under Acquirer’s long-term disability benefits, incentive plan (with the value of such replacement award determined by reference to the fair market value of Contributor’s and Acquirer’s common units on the eligibility date determined Closing Date); provided, however, that Acquirer shall be required by the long-term disability insurance carrier for foregoing to replace any unvested restricted unit award granted under Contributor’s Long Term Incentive Plan after December 1, 2013 only if Acquirer preapproves in writing the plan in which the applicable Transferred Employee participatesgrant of such unvested restricted unit award. (en) This The provisions of this Section 4.03 5.8 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be binding construed to confer upon or give to any person (including, for the avoidance of doubt, any Transferred Employee or other current or former employee of Contributor or any of their respective Affiliates, other than the parties hereto and inure solely their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the benefit of each of the Parties to this Agreement, and nothing matters provided for in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever 5.8) under or by reason of any provision of this Agreement. Nothing in this Section 4.035.8 shall create, amend, or terminate or be deemed to create, amend or terminate (or prevent the amendment or termination of) any Employee Benefit Plan or any compensation or benefit plan of Contributor or Acquirer or any of their respective Affiliates. Acquirer shall have no obligation to continue to employ or retain the services of any Transferred Employee for any period of time following the Closing. Nothing contained herein, express in this Agreement or implied, resulting from the transactions contemplated hereunder shall or shall be construed deemed to establishcreate a contract of employment between Acquirer and its Affiliates, amend or modify on the one hand, and any benefit planMidstream Business Employee, programon the other hand, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 all Transferred Employees shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any be regarded as “at will” employees of Acquirer and its Affiliates or compensation or benefits of any nature or kind whatsoeverfor all purposes.

Employees and Employee Benefits. (a) At least ten On the Closing Date, Seller hereby (10and the Stockholders hereby causes Seller to) terminates all employees of the Business Days as of the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. Seller and the Stockholders, jointly and severally, hereby bears any and all obligations and liability under the Warn Act resulting from employment losses pursuant to this Section 6.01 or otherwise, whether prior to, on or after the Closing Date. (b) Seller and the Stockholders, jointly and severally, are hereby solely responsible, and Buyer hereby has no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including hourly pay, commission, bonus, salary, paid sick leave, accrued vacation or other paid time off, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller hereby (and the Stockholders hereby causes Seller to) pay all such amounts to all entitled Persons on or prior to the Closing Date. (c) Seller and the Stockholders, jointly and severally, hereby remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health, accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller and the Stockholders, jointly and severally, also hereby remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date, CLNC shall, or shall cause an Affiliate including any claim for exacerbation of CLNC to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided injuries that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) accrued prior to the Closing for eligibility due to conduct or events occurring post-Closing. Seller hereby (and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established the Stockholders hereby causes Seller to) pay, or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing cause to be paid, all such amounts to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees appropriate persons as and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closingwhen due. (d) Effective as No portion of the Closingassets of any plan, except as may otherwise fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by Seller, including Benefit Plans (and no amount attributable to any such plan, fund, program or arrangement), are hereby transferred to Buyer, and Buyer is hereby not required to continue any such plan, fund, program or arrangement after the Closing Date. The amounts payable on account of all benefit arrangements are hereby determined with reference to the date of the event by reason of which such amounts became payable, without regard to conditions subsequent, and Buyer is hereby not be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims any Action for insurance, reimbursement or other benefits under the Benefit Plans that are incurred payable by the Transferred Employees reason of any event which occurs on or prior to the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each of the 7.6.1 NHSB anticipates employing branch office customer service employees of Manager Tolland and such other employees of Tolland as NHSB shall reasonably require for the conduct of NHSB’s business following the Effective Time. NHSB may, in its sole discretion, pay a retention bonus to certain key employees in an amount to be determined by NHSB in its sole discretion, in the event such employee remains in the employ of Alliance or Tolland through the Effective Time and/or any becomes an employee of its Affiliates whoNHSB or NEWCO for a period of time to be negotiated between NHSB and each such key employee. 7.6.2 Each employee of Tolland who remains employed by NEWCO or NHSB following the Effective Time (each, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the a “EmployeesContinuing Employee”) a position of employment or the opportunity shall be entitled to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as participate in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as such of the date employee benefit plans, deferred compensation arrangements, bonus or incentive plans and/or other compensation and benefit plans of this Agreement and previously provided to CLNC) Tolland that NEWCO or NHSB may continue for the benefit of Continuing Employees following the Effective Time and (ii) whatever employee group health insurance benefits benefit plans and defined contribution retirement other compensation and benefit plans that NEWCO or NHSB may maintain for the benefit of its similarly situated employees on an equitably equivalent basis, if such Continuing Employee is not otherwise then participating in a similar plan benefits opportunities of Tolland then provided by NHSB or NEWCO. The parties hereto acknowledge that areContinuing Employees shall be eligible to participate in any stock option plan, in the aggregaterestricted stock plan, substantially similar to those provided and/or ESOP which NEWCO implements subsequent to the Effective Time (“New Option Plan”) (subject to receipt of necessary corporate, regulatory and shareholder approvals) based upon the same criteria as other employees of NHSB or NEWCO, with any grants to be made pursuant to such plans with the goal of treating Continuing Employees immediately pursuant to the same criteria and on the same terms as Back to Contents those generally applicable to employees who were employees of NHSB prior to the ClosingEffective Time. During such twelve-month period following the Closing, no Transferred Employee Continuing Employees shall be required eligible to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full receive credit for such Transferred Employee’s service with Manager Alliance and the Alliance Subsidiaries under any existing NHSB employee plan or its Affiliates (and predecessors, as applicable) prior any NHSB benefit plan in which such employees would be eligible to the Closing for eligibility and vesting purposes and enroll for purposes of vacation determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; purposes) provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits benefits. Each Continuing Employee shall be credited with service as a Tolland employee for purposes of determining their status under NHSB’s policies with respect to vacation, sick and other leave. With respect to the same period NHSB defined benefit pension plan, each Continuing Employee shall be credited with service as a Tolland employee for purposes of servicedetermining eligibility under the early retirement, normal retirement and disability provisions of such plan. CLNC shallWith respect to any NHSB plan which is a health, life or disability insurance plan, each Continuing Employee shall cause its Affiliates to, (i) waive not be subject to any preexisting pre-existing condition limitations otherwise applicable to Transferred Employees limitation for conditions covered under such plans and their eligible dependents under any each such plan maintained by CLNC or its Affiliates that which provides health insurance benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) shall honor any deductible, co-payment deductible and out-of-pocket maximums expenses incurred under any comparable Tolland plan for the year in which the Effective Time occurs. Nothing herein shall limit the ability of NHSB or NEWCO to amend or terminate any of the Alliance Employee Plans in accordance with their terms at any time after the Effective Time. At the Effective Time, NEWCO or NHSB shall become the plan sponsor of each Alliance Employee Plan. Alliance agrees to take or cause to be taken such actions as NEWCO or NHSB may reasonably request to give effect to such assumption. NEWCO or NHSB shall have the right and power at any time following the Effective Time to amend or terminate or cease benefit accruals under any Alliance Employee Plan or cause it to be merged with or its assets and liabilities to be transferred to a similar plan maintained by NEWCO or NHSB. 7.6.3 Section 7.6.3 of the ALLIANCE DISCLOSURE SCHEDULE contains all employment and change of control, severance, deferred compensation, retirement and similar agreements, arrangements, policies or programs with any employee or director of Alliance or any Alliance Subsidiary (“Benefit Agreements”). At and following the Effective Time, NHSB and NEWCO shall honor, and the Surviving Corporation shall continue to be obligated to perform, in accordance with their terms, all benefit obligations of Alliance existing as of the Effective Time under the Benefit Agreements, including without limitation bank-owned life insurance, other than those employment agreements, change in control agreements and supplemental executive retirement plans covered by the Termination and Release Agreements referenced in Section 7.6.4 hereof. NHSB acknowledges (i) that the consummation of the Merger will constitute a Transferred Employee “change-in-control” of Alliance for purposes of any of the Benefit Agreements of Alliance (except where otherwise set forth in Section 7.6.3 of the Alliance Disclosure Schedule). Any employee or director of Alliance or any of its Subsidiaries who is a party to an agreement which has been set forth in Section 7.6.3 of the ALLIANCE DISCLOSURE SCHEDULE, excluding the employment agreements, change in control agreements and supplemental executive retirement plans covered by the Termination and Release Agreements referenced in Section 7.6.4 hereof (the “Executive Agreements”) who becomes entitled to benefits thereunder shall be entitled to receive the cash benefits payable under such agreement; provided, however, that the employee or director executes and delivers to NHSB an instrument in form and substance satisfactory to NHSB releasing NHSB and its affiliates from any further liability for monetary payments under such agreement. To the extent that an employee of Alliance or any of its Subsidiaries is entitled Back to Contents to the continued receipt of health insurance, life insurance, disability insurance, automobile allowance or other similar fringe benefits pursuant to an Executive Agreement, and such employee becomes an officer, employee or consultant of NEWCO or any of its Subsidiaries following the Effective Time and as a result becomes entitled to receive the same fringe benefits in his or her eligible dependents under capacity as an officer, employee or consultant of NEWCO or any of its Subsidiaries, then the health plans in which fringe benefits provided to such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes of this Agreement, the following claims person shall be deemed to be incurred provided in connection with such person’s service as follows: (i) lifean officer, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials employee 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 Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit consultant of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC NEWCO or any of its Affiliates or compensation or Subsidiaries for so long as such person serves in such capacity and shall be in lieu of, and not in addition to (and for the sole purpose to avoid duplication of benefits), the same fringe benefits that would have otherwise been provided pursuant to the Executive Agreement. 7.6.4 Concurrently with the execution of any nature or kind whatsoever.this Agreement by the parties hereto, (i) each of Xxxxxx X. Xxxxx, Xxxxxxx X.

Employees and Employee Benefits. (a) At least ten No later than 14 days following the Closing Date, Newco may, in Newco’s sole discretion, extend offers of employment or engagement to one or more of the Personnel listed on Schedule 3.20(a) hereto. Such Personnel shall be retained by Newco for the positions and for such period of time after the Closing Date as may be determined in Newco’s sole discretion. (10b) Genesys shall be solely responsible for, and Truli and Newco shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Genesys at any time on or prior to the Closing Date and Genesys shall pay all such amounts to all entitled persons as and when due. (c) Genesys shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel of the Business Days or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date, CLNC shall, . Genesys also shall remain solely responsible for all worker’s compensation claims of any current or shall cause an Affiliate of CLNC to, offer to each former Personnel of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth Business which relate to events occurring on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity prior to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC Genesys shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shallpay, or shall cause an Affiliate of CLNC toto be paid, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided all such amounts to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location appropriate persons as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closingwhen due. (d) Effective as of the Closing, except soon as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to practicable following the Closing Date. For purposes , Genesys, 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 Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement, the following claims . Any such transfer shall be deemed in an amount sufficient to be incurred as follows: (isatisfy Section 414(l) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, Code. Upon the transfer of assets and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit liabilities into Newco’s plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 all transferred account balances from Genesys’s plan shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoeverbecome fully vested.

Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each of Guaranty agrees that the employees of Manager and/or any HFB or Hemet who are retained by Guaranty after the consummation of the Bank Merger will be provided with benefits under employee benefit plans (other than plans involving the issuance of securities of HFB or TI) which in the aggregate are substantially comparable to those currently provided by Guaranty to its Affiliates whocurrent employees. Guaranty will cause each employee benefit plan of Guaranty in which employees of HFB or Hemet are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such employees with HFB or Hemet as if such service were with Guaranty, to the same extent that such service was credited under a comparable plan of HFB or Hemet. Guaranty will honor in accordance with their terms all employee benefit obligations to current and former employees and directors of HFB and Hemet accrued as of the date Effective Time of this Agreement, are primarily engaged in providing services the Holding Company Merger. HFB and its ERISA Affiliates shall take any actions necessary (to the extent permissible under the Management AgreementPlans and applicable laws and regulations) or reasonably requested by Guaranty to cause, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment termination of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date all of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, Plans (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than as the base salary or hourly wages provided by Manager as term is defined in Section 4.21 of the date of this Agreement and previously provided to CLNCAgreement) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC HFB or any ERISA Affiliate which cover employees and directors of HFB and its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participatedERISA Affiliates; provided, however, that such service HFB 401(k) Plan shall not be recognized (iterminated but shall be merged with the Guaranty 401(k) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate Plan as soon as administratively practicable after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes Guaranty also agrees that any pre-existing condition limitation or exclusion in its health plans shall not apply to the employees of this AgreementHFB or Hemet who are retained by Guaranty after the consummation of the Bank Merger or their spouses and dependents who are covered under similar health plans of HFB, the following claims shall be deemed to be incurred as follows: (i) life, accidental death Hemet and dismemberment, short-term disability, and workers’ compensation insurance benefits, its ERISA Affiliates on the event giving rise Closing Date and who change coverage to Guaranty's health plans at the time such benefits; (ii) medical, vision, dental, and prescription drug benefits, on employees are first given 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 option to enroll in which the applicable Transferred Employee participatesGuaranty's health plans. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each It is contemplated that all of the employees currently providing services to Parascript will become employees of Manager and/or any of its Affiliates whoMitek. Prior to Closing, as the parties will formally document their agreement regarding such employees, which agreement will address salaries and benefits, retirement and savings plans and general employee provisions. (b) Mitek shall assume sponsorship of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Parascript Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be Plans effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, Participation in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During Parascript Employee Plans by such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closingemployees will continue uninterrupted. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, As soon as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate administratively feasible following the Closing; , Mitek shall merge the Mitek Systems, Inc. 401(k) Retirement Savings Plan, (iithe “Mitek 401(k) honor any deductible, co-payment Plan”) and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to Parascript 401(k) Plan (the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii“Parascript 401(k) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the ClosingPlan”). (d) Effective As soon as of administratively feasible following the Closing, except as may otherwise Mitek shall merge the Mitek Systems, Inc. Flexible Benefits Plan (the “Mitek Cafeteria Plan”) and the Parascript Management, Inc. Flexible Benefits Plan (the “Parascript Cafeteria Plan”). Participant elections made for the plan year that includes the Closing Date (the “Plan Year”) will continue to be agreed between effective on and after the parties under Closing Date. Participant reimbursements made during the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees Plan Year prior to the Closing Date. For purposes of this Agreement, the following claims shall Date will be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participatescarried forward. (e) This Section 4.03 shall be binding upon and inure solely Mitek will take all actions necessary to continue to provide continuation coverage, as required under COBRA, following the benefit Closing Date to any former employee that provided services to Parascript (or dependent of each any employee or former employee of Parascript) whose COBRA qualifying event occurred on or before the Parties to this AgreementClosing Date at a time when the individual was covered by such Parascript Employee Plan. Parascript will provide Mitek with a list of all Persons currently or formerly associated with Parascript who have elected continuation coverage under COBRA under Parascript’s health plan, and nothing who are still in this Section 4.03their available continuation period, express or impliedas well as a list of all such Persons whose qualifying event has occurred before the Closing, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03and who are in their COBRA election period, but who have not yet made such election. Nothing contained hereinParascript will provide the foregoing information to Mitek at least seven (7) days prior to Closing and will update such information on the Closing Date, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoeverif necessary.

Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each It is contemplated that all of the employees currently providing services to Parascript, whether as employees of Manager and/or any Parascript or the Member Representative, will become employees of AHC or its Affiliates whoprofessional employer organization consistent with past practices of AHC and its professional employer organization. Prior to Closing, as the parties will formally document their agreement regarding such employees, which agreement will address salaries and benefits, retirement and savings plans and general employee provisions. (b) AHC shall assume sponsorship of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Parascript Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be Plans effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, Participation in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During Parascript Employee Plans by such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closingemployees will continue uninterrupted. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, As soon as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate administratively feasible following the Closing; , AHC shall merge the AHC 401(k) Retirement Savings Plan, (iithe “AHC 401(k) honor any deductible, co-payment Plan”) and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to Parascript 401(k) Plan (the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii“Parascript 401(k) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the ClosingPlan”). (d) Effective As soon as of administratively feasible following the Closing, except as may otherwise AHC shall merge the AHC Flexible Benefits Plan (the “AHC Cafeteria Plan”) and the Parascript Management, Inc. Flexible Benefits Plan (the “Parascript Cafeteria Plan”). Participant elections made for the plan year that includes the Closing Date (the “Plan Year”) will continue to be agreed between effective on and after the parties under Closing Date. Participant reimbursements made during the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees Plan Year prior to the Closing Date. For purposes of this Agreement, the following claims shall Date will be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participatescarried forward. (e) This Section 4.03 shall be binding upon AHC will take all actions necessary to continue to provide continuation coverage, as required under COBRA, following the Closing Date to any former employee that provided services to Parascript (or dependent of any employee or former employee of Parascript) whose COBRA qualifying event occurred on or before the Closing Date at a time when the individual was covered by such Parascript Employee Plan. Parascript will provide AHC with a list of all Persons currently or formerly associated with Parascript who have elected continuation coverage under COBRA under Parascript’s health plan, and inure solely who are still in their available continuation period, as well as a list of all such Persons whose qualifying event has occurred before the Closing, and who are in their COBRA election period, but who have not yet made such election. Parascript will provide the foregoing information to AHC at least seven (7) days prior to Closing and will update such information on the Closing Date, if necessary. (f) AHC and Parascript will cooperate prior to the benefit of each of Effective Time to develop and implement appropriate incentive arrangements, including, without limitation, non-competition provisions standard for AHC for similarly situated employees, for Parascript employees who will continue to be employed by Parascript or to be employed by AHC after the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoeverClosing Date.

Employees and Employee Benefits. (a) At least ten Effective immediately prior to the Closing, Seller shall terminate all employees of Seller set forth on Schedule 6.08 (10the “Terminated Employees”) Business Days who are actively employed as of the Closing, and, at Buyer’s sole discretion, Buyer may offer employment, with employment effective immediately after the Closing Date on an “at will” basis, to any or all of such employees (any employees so hired, a “Hired Employee”). Buyer shall hire and retain (for a sufficient period of time) a sufficient number of employees of the Seller immediately after the Closing such that notice shall not be required under the federal WARN Act as a result of the Subject Transactions. (b) Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable under any Employee Benefit Plan or otherwise to any current or former employee, officer, director, independent contractor or consultant of Seller (including the Terminated Employees), including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shallSeller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or shall cause its Affiliates todisability benefits brought by or in respect of current or former employees, give each Transferred Employee full credit for such Transferred Employee’s service with Manager officers, directors, independent contractors or its Affiliates consultants of Seller (and predecessorsincluding the Terminated Employees) or the spouses, as applicable) dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for eligibility and vesting purposes and for purposes all worker’s compensation claims of vacation accrual and severance benefit determinations under any benefit plans established current or maintained by CLNC former employees, officers, directors, independent contractors or its Affiliates in consultants of Seller (including the Terminated Employees), which the Transferred Employee participates following the Closing relate to the same extent recognized by CLNC events occurring on or its Affiliates immediately prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Each Terminated Employee who becomes a Hired Employee shall be given service credit for the purpose of eligibility under a comparable Benefit Plan in which the Transferred Employee participatedgroup health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with Seller prior to the Closing Date; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans such credit shall be given pursuant to payroll or retiree health or welfare plan or arrangement or records, and (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes of this Agreement, the following claims service crediting shall be deemed to be incurred as follows: (i) life, accidental death permitted and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participatesconsistent with Buyer’s defined contribution retirement plan. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) At least ten Commencing on the Closing Date, Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Bxxxx’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. (10b) Business Days Seller Parties shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing DateDate and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date (“Pre-Closing Employee Obligations”); provided, CLNC shallhowever, Seller Parties shall not be obligated to pay the portion of the Pre-Closing Employee Obligations attributable to accrued and unused vacation, paid time off, or shall cause an Affiliate of CLNC to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, other similar amounts that are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on accrued through the Closing Date and ending on reflected in the date which is twelve Employee Benefit Credit (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC“Accrued Employee Vacation”), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than so long as the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided Employee Benefit Credit is credited to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of Buyer at the Closing. (c) CLNC shallSeller Parties shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or shall cause its Affiliates todisability benefits brought by or in respect of current or former employees, give each Transferred Employee full credit for such Transferred Employee’s service with Manager officers, directors, independent contractors or its Affiliates (and predecessorsconsultants of the Business or the spouses, as applicable) dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for eligibility and vesting purposes and for purposes all worker’s compensation claims of vacation accrual and severance benefit determinations under any benefit plans established current or maintained by CLNC former employees, officers, directors, independent contractors or its Affiliates in consultants of the Business, which the Transferred Employee participates following the Closing relate to the same extent recognized by CLNC events occurring on or its Affiliates immediately prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under a comparable Benefit Plan in which the Transferred Employee participatedgroup health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that such service shall not be recognized (i) for purposes such credit shall be given pursuant to payroll or plan records, at the election of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or Buyer, in its sole and absolute discretion; and (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes of this Agreement, the following claims service crediting shall be deemed to be incurred as follows: (i) life, accidental death permitted and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participatesconsistent with Buyer’s defined contribution retirement plan. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) At least ten Certain current and former employees of the Company and its Subsidiaries (10including certain predecessor companies) Business Days participate in a qualified defined benefit pension plan known as the WilTel Communications, LLC Pension Plan (the “Retirement Plan”). Prior to the Closing Date, Leucadia and the Seller shall take all necessary and appropriate action to: (i) cause the Company and its Subsidiaries to amend or revise the Retirement Plan so that no further benefits will be accrued by their employees under such plan on or after the Closing Date, (ii) assume the sponsorship of the Retirement Plan and the related obligations and liabilities thereunder accrued in respect of the eligible employees prior to the Closing Date, CLNC shall, or shall and (iii) cause an Affiliate of CLNC to, offer the Company and its Subsidiaries to each of cease to sponsor and maintain the employees of Manager and/or any of its Affiliates who, Retirement Plan as of the date of this Agreement, are primarily engaged in providing services under such sponsorship is assumed by Leucadia and the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participatedSeller; provided, however, that such service shall not be recognized the covenants of the Seller set forth in clauses (i) for purposes through (iii) of benefits accrual under any this Section 7.12(a) shall be of no further force and effect upon the exercise by the Buyer of its Benefit Plan Substitution Right in accordance with Section 2.2(b). The Company and its Subsidiaries shall have no obligation to implement a qualified defined benefit pension plans plan for their employees on or retiree health after the Closing Date. (b) Certain current and former employees of the Company and its Subsidiaries participate in a nonqualified deferred compensation plan known as the WilTel Communications, LLC Supplemental Executive Retirement Plan (the “Deferred Compensation Plan”). Prior to the Closing Date, Leucadia and the Seller shall take all necessary and appropriate action to: (i) cause the Company and its Subsidiaries to amend or welfare revise the Deferred Compensation Plan so that no further benefits will be accrued by their employees under such plan on or arrangement or after the Closing Date, (ii) to assume the extent that such recognition would result sponsorship of the Deferred Compensation Plan and the related obligations and liabilities thereunder accrued in a duplication respect of coverage or benefits with respect to the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately employees prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductiblesDate, co-payments or out-of-pocket maximums under health plans maintained by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence cause the Company and its Subsidiaries to cease to sponsor and maintain the Deferred Compensation Plan as of insurability requirement the date such sponsorship is assumed by Leucadia and the Seller; provided, however, that would otherwise the covenants of the Seller set forth in clauses (i) through (iii) of this Section 7.12(b) shall be applicable of no further force and effect upon the exercise by the Buyer of its Benefit Plan Substitution Right in accordance with Section 2.2(b). The Company and its Subsidiaries shall have no obligation to implement a Transferred Employee and his or her eligible dependents nonqualified deferred compensation plan for their employees on or after the ClosingClosing Date. (c) Within three days after the date hereof, except the Seller shall deliver to the extent such waiting period Buyer a list dated as of October 28, 2005 containing the name, position, starting employment date, current annual salary, bonus and commissions in 2004 of each current employee of either of the Company or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closingits Retained Subsidiaries. (d) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Transferred Employees prior to the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason No provision of this Section 4.03. Nothing contained herein, express 7.12 shall create any third party beneficiary or implied, shall be construed to establish, amend other rights in any employee or modify any benefit plan, program, agreement or arrangement, former employee (including any Benefit Plan. The Parties hereto acknowledge beneficiary or dependent thereof) of the Company or of any of its Subsidiaries in respect of continued employment (or resumed employment) and agree that the terms set forth in no provision of this Section 4.03 7.12 shall not create any right such rights in any Transferred Employee such Persons in respect of any benefits that may be provided, directly or indirectly, under any other Person to any continued employment with CLNC employee plan or arrangement which may be established or maintained by the Buyer or any of its Affiliates after the Closing Date. No provision of this Agreement shall constitute a limitation on rights to amend, modify or compensation terminate after the Closing Date any such plans or benefits arrangements of the Buyer or any nature or kind whatsoeverof its Affiliates.

Employees and Employee Benefits. (a) At For at least ten six (106) Business Days prior to months following the Closing Date, CLNC shall, the Surviving Corporation shall provide or shall cause an Affiliate of CLNC to, offer to each be provided to all employees of the employees of Manager and/or any of Company and its Affiliates who, Subsidiaries as of immediately prior to the date of this AgreementEffective Time, are primarily engaged in providing services under other than the Management Agreement, whose names are set forth employees identified on Section 4.03(a7.16(a) of the Company Disclosure Schedules Letter, who become employed or remain employed by the Surviving Corporation and its Affiliates at or after the Closing Date (the “Continuing Employees”) (i) compensation at a position rate of employment base salary or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliatewages, as applicable, shall terminate that is not less favorable than the employment rate of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.” (b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than paid by the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing. (c) CLNC shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Manager or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC Company or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; providedDate, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or and (ii) other benefits that are either substantially similar in the aggregate to the extent that such recognition would result in a duplication of coverage or benefits with respect to provided by the same period of service. CLNC shall, or shall cause its Affiliates to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by CLNC Company or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during Date or substantially similar in the portion aggregate to the benefits provided by Parent and its Affiliates to their employees generally who are similarly situated to such Continuing Employees, determined in Parent’s sole discretion. (b) Each Continuing Employee shall be entitled to receive (without duplication), (i) upon a termination of employment without Cause (as defined below) within six (6) months following the Closing Date, a lump sum cash severance payment (subject to execution and non-revocation of a release of claims in favor of Parent and its Subsidiaries) equal to such Continuing Employee’s Specified Compensation Amount, less the total amount of base salary actually paid to such Continuing Employee by Parent and its Subsidiaries for the period beginning on the date that the Effective Time occurs and ending on the date of the plan year prior to Continuing Employee’s termination of employment, or (ii) if such Continuing Employee remains employed with Parent and its Subsidiaries through the date that is six (6) months following the Closing in satisfying any deductiblesDate, co-payments or out-of-pocket maximums under health plans maintained a lump sum cash bonus equal to such Continuing Employee’s Specified Compensation Amount, less the total amount of base salary actually paid to such Continuing Employee by CLNC or Parent and its Affiliates in which such Transferred Employee Subsidiaries for the period beginning on the date that the Effective Time occurs and ending on the date that is eligible to participate after six (6) months following the Closing Date. The Company or the Company Subsidiaries, as applicable, may enter into a letter agreement with each of the Continuing Employees providing for the payment of the severance payments and/or cash bonuses described in the same plan year immediately preceding sentence, with the terms and conditions of such agreements subject to Parent’s prior written consent, not to be unreasonably withheld or delayed; provided that, if the sum of the amounts payable under such letter agreements exceeds $3,532,007, the Parties shall cooperate to reduce the payment amount in the individual letters so that the aggregate payments do not exceed $3,532,007. For purposes of this Section 7.16(b), (i) “Cause” means (A) acts or omissions constituting recklessness or willful misconduct on the Continuing Employee’s part in respect of the Continuing Employee’s fiduciary obligations to Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries) which such deductiblesis materially and demonstrably injurious to Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries); (B) the Continuing Employee’s commission of fraud, co-payments misappropriation or out-of-pocket maximums were incurredembezzlement in connection with the assets of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries); or (C) the Continuing Employee’s willful unauthorized disclosure of any confidential information, or other breach of any restrictive covenant set forth in an agreement between the Continuing Employee and Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries); and (iiiii) waive any waiting period limitation or evidence “Specified Compensation Amount” means the sum of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing. (dA) Effective as 50% of the Closingapplicable Employee’s 2015 annual base compensation, except as may otherwise be agreed between (B) 50% of the parties under grant date value of any Company RSAs granted to such Continuing Employee in 2015 and (C) 50% of the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Plans. Manager shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred most recent annual bonus received by the Transferred Employees such Continuing Employee prior to the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates. (e) This Section 4.03 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) At least ten (10) Business Days prior Prior to the Closing Date, CLNC Purchaser shall, or shall cause an Affiliate of CLNC Purchaser to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth employment effective on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, to all employees of Seller, including any such employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (the Seller employees who accept such employment and Manager commence employment on the Closing Date, the “Transferred Employees”). (b) During the period commencing on the Closing Date and ending on August 31, 2021 (the “Employee Transition Period”), ALT shall cause the Transferred Employees to remain on ALT’s group health insurance plan, and ALT shall continue to pay the salary and wages of the Transferred Employees. Purchaser, or its Affiliate, as applicable, shall terminate will reimburse ALT for the employment of each such actual salary and wages paid to the Transferred Employees by ALT during the Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNCTransition Period, as applicable, well as all costs and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred expenses related to as “Transferred EmployeesALT’s group health insurance plan for the Employee Transition Period.” (bc) During the period commencing on the Closing Date and ending on the date which is twelve six (126) months from following the Closing Date (or if earlier, the date of the Transferred Employee’s 's termination of employment with CLNC Purchaser or an Affiliate of CLNCPurchaser), CLNC Purchaser shall, or shall cause an Affiliate of CLNC Purchaser to, maintain, for provide each Transferred Employee, Employee with: (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees Seller immediately prior to the Closing. During such twelve-month period following ; (ii) target bonus and commission opportunities, if any, which are no less than the target bonus and commission opportunities provided by Seller immediately prior to the Closing; and (iii) group health plan coverage. (d) With respect to any employee benefit plan maintained by Purchaser or an Affiliate of Purchaser (collectively, no Transferred Employee shall be required to relocate more than twenty-five (25“Purchaser Benefit Plans”) miles from such for the benefit of any Transferred Employee’s employment location , effective as of the Closing. (c) CLNC , Purchaser shall, or shall cause its Affiliates to, give each recognize all service of the Transferred Employee full credit for such Transferred Employee’s service Employees with Manager or its Affiliates (and predecessorsSeller, as applicable) prior to the Closing if such service were with Purchaser or such Affiliate, for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by CLNC or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by CLNC or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participatedpurposes; provided, howeverthat, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of servicebenefits. CLNC For any Purchaser Benefit Plan that is a group health plan, Purchaser shall, or shall cause its Affiliates to, (i) waive use commercially reasonable efforts, subject to the terms of the applicable plan and consent of the applicable insurer, to cause any preexisting and all pre-existing condition limitations otherwise applicable and eligibility waiting periods to be waived with respect to each Transferred Employees Employee (and their eligible dependents under any plan maintained by CLNC or its Affiliates that provides health benefits in which Transferred Employees may dependents) and cause to be eligible to participate following the Closing; (ii) honor any deductiblecredited, co-payment and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion for purposes of the plan year prior to the Closing in satisfying Purchaser Benefit Plan, any deductibles, co-payments deductibles or out-of-pocket maximums under health plans maintained expenses incurred by CLNC or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his their beneficiaries and dependents during the portion of the year prior to their participation in the Purchaser Benefit Plan. Purchaser or her eligible dependents on an Affiliate of Purchaser shall satisfy or after the Closingcause to be satisfied and be fully responsible for any and all COBRA obligations that are required to be offered to any “M&A Beneficiary” (as such term is defined in as defined in Treasury Regulation Section 54.4980B-9, except Q&A 4) with regard to this transaction to the extent required by Treasury regulation 54.4980B-9, with the cost of such waiting period or requirement would have been coverage being the sole responsibility of the applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the ClosingM&A Beneficiary. (de) Effective Except as provided in Section 5.14(b), effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the Benefit Employee Plans. Manager Seller shall remain liable for all eligible claims for benefits under the Benefit Employee Plans that are incurred by the Transferred Employees employees prior to the Closing Date. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ ' compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee employee participates. (ef) Purchaser 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 Purchaser that is consistent with the requirements of Section 5.14(c), including for purposes of any Employee Plan that provides for separation, termination or severance benefits, and that each such employee will have continuous employment immediately before and immediately after the Closing. Purchaser shall be liable and hold the Seller harmless for any claims relating to the employment of any Transferred Employee arising out of or attributable to such Transferred Employee’s employment with Purchaser or its Affiliate following the Closing. (g) This Section 4.03 5.14 shall be binding upon and inure solely to the benefit of each of the Parties to this AgreementParties, and nothing in this Section 4.035.14, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.035.14. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.03 5.14 shall not create any right in any Transferred Employee or any other Person to any continued employment with CLNC Purchaser or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.