Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) With respect to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) will participate effective as of or after the Closing, Buyer shall recognize all service of the Company Continuing Employees with the Company, as the case may be, as if such service were with Buyer and its Affiliates, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (b) This Section 7.01 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 7.01, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.01. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 7.01 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect From and after the Closing Date until the first (1st) anniversary thereof (or if earlier, the date of the employee’s termination of employment with the Company), Buyer Group agrees and shall cause the Company to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) salaries, wages and other benefits that, in the aggregate, are no less favorable than the salaries, wages and other benefits (excluding any equity compensation) provided by the Company immediately prior to the Closing, upon terms and conditions that are substantially similar to those in effect for such Company Continuing Employee immediately prior to the Closing Date. (b) With respect to any employee benefit plan maintained by Buyer Group or its Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing or after within the Closingplan year of the Buyer Benefit Plan during which the Closing occurs, Buyer Group shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Subsidiaries, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 5.06 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.06, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.06. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.06 shall not create any right in any Employee or any other Person to any continued employment with the Company, Parent, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect to any “employee benefit plan plan” as defined in Section 3(3) of ERISA maintained by Buyer Parent or any of its Affiliates Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, “Buyer Parent Benefit Plans”) in which any Employee who remains employed immediately after employee of the Closing Company (the “Company Continuing EmployeeEmployees”) will participate effective as of the Effective Time, Parent shall, or after shall cause the ClosingSurviving Corporation to, Buyer shall recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Subsidiaries, as the case may be, as if such service were with Buyer and its AffiliatesParent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Buyer Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing DateEffective Time; provided, however, that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Company Employee Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (b) This Section 7.01 6.07 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.016.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.016.07. Nothing contained herein, express or implied, implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangementarrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 6.07 shall not create any right in any Company Employee or any other Person to any continued employment with the CompanySurviving Corporation, Buyer Parent or any of their respective Affiliates Subsidiaries or compensation or benefits of any nature or kind whatsoever. (c) Parent, Merger Sub and the Company shall cooperate with each other in causing the appropriate party to send notices (if any are required in connection with, or as a result of, the transactions contemplated hereby or any measures anticipated to occur in connection with the acquisition of the Company by Parent) pursuant to the WARN Act, or any similar state or local Law, to Company Employees prior to the Effective Time in order to limit any liability and/or commence any notice period arising under the WARN Act or any similar state or local Law. (d) With respect to matters described in this Section 6.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

Employees; Benefit Plans. (a) With respect During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall and shall cause the Company to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; (iii) retirement and welfare benefits that are the same as, or no less favorable than, what the Buyer provides to its similarly situated employees; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Continuing Employee immediately prior to the Closing. (b) With respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of or after the Closing, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Subsidiaries, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 5.02 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.02, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.02. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.02 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever. (d) With respect to the Company’s 401(k) plan, the Company shall cause each Company Continuing Employee’s participation in such plan to be terminated effective immediately prior to the Effective Time, in accordance with applicable law and subject to the receipt of all applicable regulatory or governmental approvals. Each Company Continuing Employee who was a participant in the Company’s 401(k) plan shall be eligible to participate in Buyer’s 401(k) plan on or as soon as administratively practicable after the Effective Time, and account balances under the terminated Company 401(k) plan will be eligible for distribution or rollover to the Buyer’s 401(k) plan for Company Continuing Employees. Any other former employee of the Company who is employed by Buyer after the Effective Time shall be eligible to be a participant in the Buyer’s 401(k) plan upon complying with eligibility requirements. All rights to participate in Buyer’s 401(k) plan are subject to Buyer’s right to amend or terminate the plan. For purposes of administering Buyer’s 401(k) plan, Company Continuing Employees’ service with the Company shall be deemed to be service with Buyer for participation and vesting purposes. (e) Effective at the Effective Time, all employees of the Company will have the option to continue their health and dental insurance benefits as of the Closing Date under the Consolidated Omnibus Budget Reconciliation Act of 1985, with Buyer responsible to reimburse Seller for any claims paid by Seller under such coverage net of premiums received for such period by Seller in connection with such coverage. Effective January 1, 2015, all of such employees remaining with the Company will be eligible for health and dental insurance benefits under Buyer’s respective Benefit Plans and Buyer shall be solely responsible for such costs. (f) Xxxxxx Xxxxxxx shall continue to participate in the short term disability and long term disability plans of the Company sponsored by Seller in accordance with the terms of those plans.

Employees; Benefit Plans. (a) With respect For the period commencing as of the Acceptance Time and ending on the one year anniversary of the Acceptance Time (the “Continuation Period”), the Company (and, following the Effective Time, the Surviving Corporation) or any of its Subsidiaries shall provide to each individual who, immediately prior to the Acceptance Time is an employee of the Company or any employee benefit plan maintained by Buyer or of its Affiliates Subsidiaries, including any individual on short-term disability leave immediately prior to the Acceptance Time (collectivelyeach, an “Buyer Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) compensation and benefits (excluding equity and equity-based awards which will participate effective as of or after remain discretionary) that are no less favorable in the Closingaggregate than those provided to the Employees under the compensation and benefit plans, Buyer shall recognize all service programs, policies, agreements and arrangements of the Company Continuing Employees with the Company, as the case may be, as if such service were with Buyer and its AffiliatesSubsidiaries in effect immediately prior to the Acceptance Time. Notwithstanding anything to the contrary set forth herein, after the Acceptance Time, nothing herein shall preclude the Company (and, following the Effective Time, the Surviving Corporation) from terminating the employment of any Employee for vesting any lawful reason. (b) From and eligibility purposes after the Acceptance Time, the Company (and, following the Effective Time, the Surviving Corporation) shall, or shall cause each of its Subsidiaries to, honor all Company Benefit Plans (including all severance, change of control and similar plans and agreements) in accordance with their terms as in effect immediately prior to the Acceptance Time, subject to any Buyer Benefit Plan in which amendment or termination thereof that may be permitted by such Company Continuing Employees may be eligible to participate after the Closing DateBenefit Plans and except as provided herein; provided, howeverthat nothing herein shall prevent the amendment or termination of any specific plan, program policy, agreement or arrangement, or interfere with Parent’s, the Company’s, the Surviving Corporation’s or any of their respective Affiliates’ rights or obligations to make such changes as are necessary to comply with applicable Law. Notwithstanding the foregoing, for the later of the duration of the Continuation Period or the remaining term of any individual employment, severance or separation agreement in effect immediately prior to the Acceptance Time, the Company (and, following the Effective Time, the Surviving Corporation) shall provide each Employee who suffers a termination of employment under circumstances that would have given the Employee a right to severance payments and benefits under the Company’s severance policy or individual employment, severance or separation agreement or other arrangement in effect immediately prior to the Acceptance Time and as set forth in Section 4.16(a) of the Company Disclosure Letter (each, a “Company Severance Plan”) with severance payments and benefits no less favorable than those that would have been provided to such Employee under any Company Severance Plan. (c) For all purposes under all employee benefit plans of the Company (and, following the Effective Time, the Surviving Corporation) and its Subsidiaries providing benefits to any Employee after the Acceptance Time (the “New Plans”), each Employee shall receive full credit for such Employee’s years of service with the Company and its Subsidiaries before the Acceptance Time (including predecessor or acquired entities or any other entities for which the Company and its Subsidiaries have given credit for prior service), to the same extent as such Employee was entitled, prior to the Acceptance Time, to credit for such service shall not be recognized under any similar or comparable Company Benefit Plan (except to the extent that (x) such recognition credit would result in a duplication of accrual of benefits). In addition, where applicable, and without limiting the generality of the foregoing: (i) at the Acceptance Time, each Employee shall be immediately eligible to participate, without any waiting time, in each New Plan to the extent such waiting time was satisfied under a similar or comparable Company Benefit Plan in which such Employee participated immediately before the Acceptance Time (such plans, collectively, the “Old Plans”), (yii) the Company (and, following the Effective Time, the Surviving Corporation) shall cause all pre-existing condition exclusions or limitations and actively-at-work requirements of each New Plan to be waived or satisfied for such service was not recognized Employee and his or her covered dependents to the extent waived or satisfied under the analogous Old Plan as of the Acceptance Time and (iii) the Company (and, following the Effective Time, the Surviving Corporation) shall cause all eligible expenses incurred by each Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Employee’s participation in the corresponding Benefit New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bd) This Section 7.01 shall be binding upon and inure solely To the extent required by Law or under any Company Benefit Plan as of December 17, 2011, with respect to any earned but unused vacation time to which any Employee is entitled pursuant to the benefit vacation policy or individual agreement or other arrangement applicable to such Employee immediately prior to the Effective Time, the Company (and, following the Effective Time, the Surviving Corporation) or any of each its Subsidiaries shall, (i) allow such Employee to use such earned vacation and (ii) if any Employee’s employment terminates during the Continuation Period under circumstances entitling the Employee to severance pay under the Company Severance Plan, pay the Employee, in cash, an amount equal to the value of the Parties to this Agreement, and nothing earned vacation time. (e) Nothing in this Section 7.016.8, whether express or implied, shall confer upon any other Person current or former employee of the Company, Parent, the Surviving Corporation or any of their respective Affiliates, any entitlement, rights or remedies (including, without limitation, any right to employment or continued employment for any specified period), of any nature or kind whatsoever under or by reason of this Section 7.016.8. Nothing contained herein, express or implied, shall be construed No provision of this Section 6.8 is intended to establishmodify, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 7.01 shall not create any right in any Employee or any other Person to any continued employment with employee benefit plan of the Company, Buyer Parent, Surviving Corporation or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoeverAffiliates.

Employees; Benefit Plans. (a) With respect During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the employee’s termination of employment with Parent and its Subsidiaries), Parent shall cause the Acquired Companies, as applicable, to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any Employee provide the employees of the Acquired Companies who remains remain employed immediately after the Closing (collectively, the “Company Continuing EmployeeEmployees”) will participate effective as of or after with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding equity-based compensation and defined benefit pension benefits) that are, in the Closingaggregate, Buyer shall recognize all service of the Company Continuing Employees with the Company, as the case may be, as if such service were with Buyer and its Affiliates, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized substantially comparable to the extent that base salary, target bonus opportunities (x) such recognition would result in a duplication of benefitsexcluding equity-based compensation), and employee benefits (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a excluding equity-based compensation and defined benefit plan (qualified or otherwise)pension benefits) provided by the Acquired Companies on the date of this Agreement. (b) Except as provided in Section 4.02(a) nothing in this Section 4.02 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate the employment of any individual or to amend or terminate any employee benefit plan, program, or arrangement. Nothing in this paragraph shall be interpreted to require Parent to provide for the participation of any Continuing Employee in any benefit plan of Parent or its Affiliates. (c) This Section 7.01 4.02 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.014.02, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.014.02. Nothing contained herein, express or implied, implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangementarrangement or (ii) shall alter or limit the ability of the Company, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 4.02 shall not create any right in any Company Employee or any other Person to any continued employment with the Company, Buyer Parent or any of their respective Affiliates Subsidiaries or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect From and after the Closing Date until the first (1st) anniversary thereof (or if earlier, the date of the employee’s termination of employment with the Company), Buyer agrees and shall cause the Company to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) salaries, wages and other benefits that, in the aggregate, are no less favorable than the salaries, wages and other benefits (excluding any equity compensation) provided by the Company immediately prior to the Closing, upon terms and conditions that are substantially similar to those in effect for such Company Continuing Employee immediately prior to the Closing Date. (b) With respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing or after within the Closingplan year of the Buyer Benefit Plan during which the Closing occurs, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Subsidiaries, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 5.06 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.06, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.06. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.06 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer Buyer, or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect to any employee benefit plan maintained by Buyer XXXX or its Affiliates (collectively, “Buyer XXXX Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) Employees will participate effective as of or after the Closing, Buyer XXXX shall recognize (or shall cause the respective Company or their Affiliate to recognize, as applicable), all service of the Company Continuing Employees with the Company, as the case may be, Company as if such service were with Buyer and its AffiliatesXXXX, for vesting and eligibility purposes in any Buyer XXXX Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (b) XXXX shall assume responsibility for providing, or causing to be provided, COBRA notice and coverage to any M&A qualified beneficiaries (within the meaning of Treas. Reg. Section 54.4980B-9, Q/A-4) who experience a qualifying event after the Closing. XXXX shall assume responsibility for providing, or causing to be provided, any remaining period of COBRA coverage for any qualified beneficiaries who experienced a qualifying event prior to the Closing and who were formerly employed by Company; provided that the Company shall cooperate and provide information relating to the continuation coverage to be provided and shall have timely provided COBRA notices to any such qualified beneficiaries if the qualifying event happened prior to or on the Closing Date. (c) This Section 7.01 7.9 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.017.9, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.017.9. Nothing contained herein, express express, or implied, shall be construed to establish, amend amend, or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 7.01 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) During the period commencing at the Closing and ending on the date which is 12 months from the Closing (or if earlier, the date of the employee's termination of employment with the Company), Buyer shall and shall cause the Company to provide each Employee who remains employed immediately after the Closing ("Company Continuing Employee") with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; and (ii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Company immediately prior to the Closing. ACTIVE 209289734v.13 (b) With respect to any employee benefit plan maintained by Buyer or its Affiliates Subsidiaries (collectively, “"Buyer Benefit Plans”") in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) Employees will participate effective as of or after the Closing, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Subsidiaries, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any employee benefit plan sponsored by Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) Effective on or prior to the Closing Date, Seller shall, and shall cause its Affiliates (including the Company) to, take all action necessary to provide that each entity other than the Company (and each of such entities’ current and former employees (and their respective dependents)) shall, if applicable, cease participation in each Benefit Plan. To the extent any current or former employee (or dependent thereof) of any entity other than the Company participates in any Benefit Plan after the Closing Date, including pursuant to the continuation of coverage requirements of Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, Seller shall, and shall cause its Affiliates to, take all action necessary to provide that such coverage shall be provided by an employee benefit plan maintained by Seller or one of its Affiliates (other than the Company); provided, however, that Seller shall not be required to cause affected employees or former employees to transfer benefits under any 401(k) plan sponsored by the Company to another plan. (d) This Section 7.01 5.04 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.04, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.04. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.04 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) During the period commencing at the Closing and ending on the date which is 12 months from the Closing (or if earlier, the date of the employee's termination of employment with the Company), Buyer shall and shall cause the Company to provide each Employee who remains employed immediately after the Closing (“Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the Company immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Company immediately prior to the Closing; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Continuing Employee immediately prior to the Closing. (b) With respect to any employee benefit plan maintained by Buyer or its Affiliates Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) Employees will participate effective as of or after the Closing, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the Company, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 5.05 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.05, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.05. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.05 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect to any employee benefit plan maintained by Buyer or its Affiliates Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Group Continuing Employee”) will participate effective as of or after the Closing, Buyer shall, or shall cause the Company Group to, recognize all service of the Company Group Continuing Employees with the CompanyCompany Group or any of its Subsidiaries, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Group Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized (x) to the extent that (x) such recognition would result in a duplication of benefits, (y) benefits or such service was not recognized under the corresponding Benefit Plan, Plan or (zy) such recognition applies to for purposes of benefit accruals under any Buyer Benefit Plan that is a defined benefit plan (qualified maintained by Buyer or otherwise)its Affiliates. (b) This Section 7.01 6.04 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.016.04, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.016.04. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 6.04 shall not create any right in any Employee or any other Person to any continued employment with the CompanyCompany Group, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect During the period commencing at the Closing and ending on the date which is twelve months from the Closing (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall and shall cause the Company to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with compensation and benefits (other than equity incentive compensation) which, in the aggregate, are substantially similar to those provided by the Company immediately prior to the Closing. (b) With respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of or after following the Closing, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the Company, as the case may be, Company as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing DateDate (but not for benefit accrual purposes under any defined benefit pension plan or for purposes of postemployment welfare benefits or any equity-based benefit plans); provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 4.5 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.014.5, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.014.5. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 4.5 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) With respect Emergent shall cause the Company to any employee benefit plan maintained offer employment to all employees of the Company and its Subsidiaries (other than the individuals listed on Schedule 5.05(a)) who are employed by Buyer the Company or its Affiliates (collectively, “Buyer Benefit Plans”) in which any Employee who remains employed immediately after a Subsidiary thereof as of the Closing (the “Company Continuing EmployeeEmployees”) will participate effective on such terms and conditions as shall be reasonably acceptable to Emergent and Holdings that are no less favorable in the aggregate to the terms and conditions that apply to employees of or after the Closing, Buyer shall recognize all service of the Company Continuing Employees with the Company, as the case may be, as if such service were with Buyer Emergent and its Affiliates, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise)Subsidiaries generally. (b) Effective no later than the day immediately preceding the Closing Date, Holdings and the Company shall (i) take all actions necessary, if any, so that the Benefit Plans maintained by Holdings or the Company set forth on Schedule 5.05 shall no longer cover or apply to employees of the Company and its Subsidiaries as of the Closing and (ii) cause the Company and its Subsidiaries to be relieved, discharged and indemnified against all Liabilities with respect to such Benefit Plans, all in a manner satisfactory to Emergent. (c) This Section 7.01 5.05 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.05, express or implied, shall confer upon any employee of the Company or any of its Subsidiaries, any beneficiary, or any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.05. Nothing contained herein, express or implied, : (i) shall be construed to establish, amend amend, or modify any benefit plan, program, agreement agreement, or arrangement; (ii) shall alter or limit the ability of the Company, Emergent or any of their respective Affiliates to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them; or (iii) shall prevent the Company, Emergent, or any of their respective Affiliates from terminating the employment of any Continuing Employee following the Closing. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.05 shall not create any right in any Employee employee of the Company, Holdings or any other Person to any continued employment with the Company, Buyer Emergent, or any of their respective Affiliates Subsidiaries or compensation or benefits of any nature or kind whatsoever, or otherwise alters any existing at-will employment relationship between any such Person and the Company.

Employees; Benefit Plans. (a) With respect The Surviving Corporation and its Affiliates will honor all Company Benefit Plans (including any severance, retention, change of control and similar plans, agreements, offer letters, offer summaries and other written arrangements, but excluding any commitment, understanding or promise to grant equity compensation) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any employee benefit plan maintained amendment or termination thereof that may be permitted by Buyer or its Affiliates (collectively, “Buyer such Company Benefit Plans”. Without limiting the generality of this Section 5.6(a), Section 5.6(b) in which any Employee who remains employed immediately after and Section 5.6(c), during the Closing (“Company Continuing Employee”) will participate effective as of or after Continuation Period, the Closing, Buyer Surviving Corporation shall recognize all service maintain the severance plans of the Company Continuing Employees and its Subsidiaries pursuant to their material terms as in effect at the Effective Time and shall provide any Employee whose employment is terminated by the Surviving Corporation or any of its Subsidiaries during the Continuation Period without cause (as determined by the Surviving Corporation) with severance and other separation benefits that are no less favorable in the Companyaggregate than what would be payable to such Employee pursuant to the severance plan or policy that was applicable to such Employee as of the Effective Time; provided that, as in the case may beof any material severance plan or policy of the Company or any Subsidiary, as if this covenant shall apply only with respect to such service were with Buyer and its Affiliates, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized severance plan or policy to the extent that (x) the substantive terms and conditions of such recognition would result in a duplication plan or policy were disclosed to Parent prior to the date hereof. For purposes of benefitsdetermining the severance and other separation benefits to which an Employee shall become entitled pursuant to the preceding sentence, (y) such Employee’s service was not recognized under with the corresponding Benefit PlanSurviving Corporation, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (b) This Section 7.01 its Subsidiaries and all Pre-Closing Service shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 7.01, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.01. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 7.01 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoeverrecognized.

Employees; Benefit Plans. (a) During the period commencing at the Closing and ending on December 31, 2016 (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall and shall cause the Company to provide each of Xxxxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxx and Clair Pu with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing; (ii) target bonus opportunities; and (iii) retirement and welfare benefits that are generally no less favorable in the aggregate than those provided by the Company immediately prior to the Closing. (b) With respect to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) Subsidiaries in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) Employees will participate effective as of or after the Closing, Buyer shall, or shall cause the Company to, recognize all service of the Company Continuing Employees with the CompanyCompany or any of its Affiliates, as the case may be, be as if such service were with Buyer and its AffiliatesBuyer, for vesting and eligibility (but not for benefit accrual purposes) purposes in any Buyer Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) This Section 7.01 5.03 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.015.03, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.015.03. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties parties hereto acknowledge and agree that the terms set forth in this Section 7.01 5.03 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees; Benefit Plans. (a) Purchaser shall (or shall cause Company to), enter into retention agreements with certain employees who are employed by Company at the Closing (“Continuing Employee”). (b) With respect to any employee benefit plan maintained by Buyer Purchaser or its Affiliates (collectively, “Buyer Purchaser Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Continuing Employee”) Employees will participate effective as of or after the Closing, Buyer Purchaser shall recognize (or shall cause the respective Companies or their Affiliate to recognize, as applicable), all service of the Company Continuing Employees with the Company, as the case may be, Company as if such service were with Buyer and its AffiliatesPurchaser, for vesting and eligibility purposes in any Buyer Purchaser Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, benefits or (y) such service was not recognized under the corresponding Benefit Plan, or (z) such recognition applies to any Buyer Benefit Plan that is a defined benefit plan (qualified or otherwise). (bc) Purchaser shall assume responsibility for providing, or causing to be provided, COBRA notice and coverage to any M&A qualified beneficiaries (within the meaning of Treas. Reg. Section 54.4980B-9, Q/A-4) who experience a qualifying event after the Closing. Purchaser shall assume responsibility for providing, or causing to be provided, any remaining period of COBRA coverage for any qualified beneficiaries who experienced a qualifying event prior to the Closing and who were formerly employed by Company; provided that the Companies shall cooperate and provide information relating to the continuation coverage to be provided and shall have timely provided COBRA notices to any such qualified beneficiaries if the qualifying event happened prior to or on the Closing Date. (d) This Section 7.01 7.9 shall be binding upon and inure solely to the benefit of each of the Parties parties to this Agreement, and nothing in this Section 7.017.9, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.017.9. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties hereto acknowledge and agree that the terms set forth in this Section 7.01 shall not create any right in any Employee or any other Person to any continued employment with the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.