Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) No later than five (5) Business Days after the date of this Agreement, Buyer shall deliver to each Business Employee as of the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Law.

Employees; Benefit Plans. (a) No later than five (5) Business Days after the date of this Agreement, Buyer shall deliver to each Business Employee as of the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior Prior to the Closing Date (subject to compliance with Section 5.1(b)(xviDate, the Seller or its applicable Affiliate(s) with respect to shall have terminated the employment of any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case Company Employee who has received an offer of employment in with the form attached hereto as Exhibit H Buyer or one of its Affiliates (collectively, the “Offer LetterTerminated Employees”). For the avoidance of doubt, which Offer Letter shallthe Seller shall retain all liabilities relating to, subject or arising out of, such termination of employment, including any severance or other amounts owed to any Terminated Employee and any WARN Act liability, if applicable, and compliance with the last sentence requirements of this Section 5.6(a)COBRA, provide for “at-will” including the provision of continuing coverage with respect to such Terminated Employees. Effective as of the Closing, the Seller hereby waives and releases, and shall cause each of its applicable Affiliates to waive and release, each of the Company Employees who has accepted an offer of employment with the Buyer or an Affiliate thereof (including one collectively, the “Continuing Employees”) from (A) any and all contractual, common law or other restrictions enforceable by the Seller or any of its Affiliates against such employees on the employment, activities or other conduct of such employees, other than in respect of any of the Sold Companiesagreements set forth on Section 8.11 of the Disclosure Letter and (B) following any requirement of such employees to provide the Seller or any of its Affiliates with notice prior to resignation of employment. During the period commencing at the Closing and ending on the date which is 12 months from the Closing (i) an initial annual or if earlier, the date of the employee’s termination of employment with the Buyer or its applicable Affiliate), the Buyer shall provide, or cause to be provided, to each Continuing Employee base salary or annual wage level, as applicable, that is not hourly wages which are no less than the annual base salary or wage level, as applicable, as in effect for each hourly wages provided to such Business Continuing Employee immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Law.

Employees; Benefit Plans. (a) No later than five (5) Business Days after xiv)Prior to the date of this AgreementClosing, Buyer First Guaranty Bancshares shall deliver offer to each Business Employee employ and hire, effective as of but subject to the date of Closing, each PEO Employee on terms that are consistent with the requirements set forth in this Agreement (other than Section 5.11(a) and the Key Employees and other than Business Employees employed outside terms of the United States whose employment will transfer PEO Agreement as assigned to Buyer and assumed by operation of Law upon First Guaranty Bancshares (such offers being, the "Offers"). Following the Closing), First Guaranty Bancshares shall, during the period commencing at the Closing and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to ending on the date that is six twelve (612) Business Days months after the Closing Date, provide each PEO Employee who timely accepts an Offer and commences employment in accordance therewith (collectively, the "Transferred Employees") with (A) base salary or hourly wages that are no less than the base salary or hourly wages provided to such Transferred Employee prior to the Closing Date Closing, (subject to compliance with Section 5.1(b)(xviB) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, target bonus opportunities that is not are no less than the annual base salary or wage level, as applicable, as in effect for each target bonus opportunities provided to such Business Transferred Employee immediately prior to the Closing, if any, and (iiC) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other employee benefit plans and perquisites that are no less favorable than with respect to Business Employees participating those in a sales incentive program as of effect immediately prior to the Closing, a bonus opportunity, as applicable) Closing (it being understood and agreed that is not continuation of employee benefits and perquisites pursuant to the PEO Agreement shall be deemed to be no less than the total annual target cash compensation in effect favorable for each such Business Employee immediately prior this purpose). Prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, First Guaranty Bancshares shall be entitled to communicate with the PEO Employees in connection with the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place transfer of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to First Guaranty Bancshares. Notwithstanding the foregoing, nothing in this Agreement shall, after the Closing. Each Business Employee (including each Key , impose on First Guaranty Bancshares any continuing obligation to retain any Transferred Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Law.

Employees; Benefit Plans. (a) No later Except as otherwise agreed in writing by any Employee or as provided in any employment agreement assumed or entered into by or between Buyer or its Affiliate and any Employee, Buyer shall cause and shall cause its Affiliates (including the Company and the Company Subsidiaries or any other successor employer), for the period commencing at the Closing Date and ending on the first anniversary thereof (or, if shorter, for the period of employment of the applicable Employee), to maintain for each such Employee (i) base salary or wages that are no less favorable than five (5) Business Days after the base salary or wages provided to such Employee by Seller or its Affiliate as of the date of this Agreement, and (ii) substantially the same benefits, including severance benefits (but excluding, for the avoidance of doubt, any benefits in the form of equity or equity-linked compensation), that the Buyer provides to its employees with similar title and combined service with Seller or its Affiliates and Buyer and its Affiliates in accordance with the terms of Buyer’s or its Affiliates’ standard benefit plans; provided, that each such Employee’s employment with Buyer and its Affiliates (including the Company and the Company Subsidiaries) following the Closing shall be on an at-will basis, terminable by either party. Buyer shall deliver pay all 2017 cash incentive bonuses to each Business Employee the applicable Employees as set forth in Section 3.21(a) of the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and Disclosure Schedules no later than five January 31, 2018. Notwithstanding anything set forth below or herein to the contrary, (5i) Business Days after each date Seller notifies nothing in this Agreement shall create any obligation on the part of Buyer in writing of to continue, or to cause the hiring continuation of, the employment of any new Business Employee individual for any period following the Closing Date, and (other than ii) nothing in this Agreement shall preclude Buyer or any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) from altering, amending, or terminating any of its employee benefit plans, or the participation of any of its employees in such plans, at any time. With respect to any Employee who is terminated by Buyer within one year after the date Closing Date, Buyer shall pay severance to such Employee based on his or her combined service with Seller or its Affiliates and Buyer and its Affiliates in accordance with the terms of this Agreement and prior to the date that is six (6) Business Days prior to Buyer’s or its Affiliates’ standard severance policy in effect as of the Closing Date (subject to compliance with Section 5.1(b)(xvias set forth on Schedule 10 attached hereto) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), extent that such policy would provide for “at-will” employment severance benefits in connection with Buyer or an Affiliate thereof (including one of a termination under the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Lawsame circumstances.

Employees; Benefit Plans. (a) No later than five During the period commencing at the Closing and ending on the date which is 12 months from the Closing (5) Business Days after or if earlier, the date of this Agreementthe employee’s termination of employment with the Company), Buyer shall deliver and shall cause the Company to provide each Business Employee as of the date of this Agreement (other than the Key Employees and other than Business Employees employee who remains employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) immediately after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Company Continuing Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and with: (i) an initial annual base salary or annual wage level, as applicable, that is not hourly wages which are no less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee hourly wages provided by the Company immediately prior to the Closing, ; (ii) total annual target cash compensation bonus opportunities (comprised of an initial annual base salary or annual wage levelexcluding equity-based compensation), as applicableif any, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not which are no less than the total annual target cash compensation in effect for each such Business Employee immediately prior bonus opportunities (excluding equity-based compensation) provided to the Closing, similarly situated employees of Buyer and its Affiliates; (iii) defined contribution pension retirement and welfare benefits that are no less favorable, favorable in the aggregate, aggregate than those provided to similarly situated employees of Buyer and its Affiliates, ; and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment severance benefits as set forth on Schedule 6.11(a). Effective as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues , Seller shall cause any then-unvested awards in employment with Buyer or an Affiliate thereof (including one respect of the Sold Companiescommon stock of Parent (the “Parent Equity Awards”) after the Closing shall hereinafter be referred held by each Company Service Provider to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letterfully vest, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such any applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of performance goals deemed satisfied at no less than one (1) year the target level, and any vested stock options to purchase shares of common stock of Parent held by a Company Service Provider shall remain exercisable for no less than three years following the Closing; provided, however, that, for Business Employees employed outside . Without limiting the generality of the United Statesforegoing, effective as of no later than the terms Closing, Seller shall settle performance-based restricted stock units granted in connection with Seller’s acquisition of the Company for unrestricted common stock of Parent based on the number of shares that would have been earned had performance been achieved at the target level. For the avoidance of doubt, Seller or Parent shall retain or assume, and conditions the Company and Buyer shall not assume or retain, any Liabilities related to the Parent Equity Awards or the issuance of employment shall be as required by applicable Lawcommon stock of Parent.

Employees; Benefit Plans. (a) No later Contained in SCHEDULE 5.5(a) attached hereto is a confidential schedule setting forth the name, date of hire, annual compensation or hourly rates (including any currently taxable profit sharing, bonus or other form of compensation) as of the Effective Date of all current employees of the Company (the "EXISTING EMPLOYEES"). Subsequent to the execution of this Agreement and in order to enable the Purchaser to assess the qualifications of each of the Existing Employees, the Seller shall provide the Purchaser with an opportunity to confer with the Company's terminal manager as well as to meet each of the Existing Employees. As soon as is reasonably practicable, and in any event on or before the Closing Date, the Purchaser shall advise the Seller of the name or positions of any Existing Employees (other than five Messrs. Challenger and Narro) up to a maximum of eight (5) Business Days 8) whose employment with the Cxxxxxy the Purchaser intends, within 45 days after the date Closing Date, to discontinue. For the purposes of this Agreement, Buyer any such Existing Employee or Employees whose employment with the Company the Purchaser intends to discontinue and has so advised the Seller as provided above shall deliver be considered to be a "DISCONTINUED EMPLOYEE". All Continuing Employees shall be employed on an "at will" basis and their compensation arrangement shall not be less than each Business Employee such Continuing Employee's compensation as of the date of this Agreement (other than the Key Employees June 30, 1998 and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and their compensation shall not be decreased prior to the date that is six (6) Business Days prior to first anniversary of the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the ClosingDate; provided, however, thatthat the rate of compensation of any such Continuing Employee may be decreased if such decrease is imposed for disciplinary purposes in accordance with the Purchaser's established practice in a manner which is not arbitrary, capricious or discriminatory. The Purchaser agrees to grant all Continuing Employees credit for Business Employees employed outside purposes of eligibility and vesting under the United States, Purchaser's Benefit Plans for their years of service with the terms and conditions Company or any of employment shall be as required by applicable Lawits Affiliates prior to the Closing Date.

Employees; Benefit Plans. (a) No later than five During the period commencing at the Closing and ending on the Relevant Date (5) Business Days after or if earlier, the date of this Agreement, Buyer shall deliver to each Business Employee as the employee’s termination of employment with the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”Company), Buyer shall deliver to such Business Employee, in and shall cause the Company and each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one Subsidiary of the Sold Companies) following Company to provide each employee of the Company and each Subsidiary of the Company who remains employed immediately after the Closing and (“Company Continuing Employee”) with: (i) an initial annual base salary or annual wage level, as applicable, that is not hourly wages which are no less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee hourly wages provided by the Company or applicable Subsidiary of the Company immediately prior to the Closing, ; (ii) total target annual target cash compensation bonus opportunities (comprised of an initial annual base salary excluding equity-based, retention, transaction-related or annual wage levelother non-recurring compensation), as applicableif any, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not which are no less than the total target annual target cash compensation in effect for each such Business Employee immediately prior bonus opportunities (excluding equity-based, retention, transaction-related or other non-recurring compensation) provided by Buyer to the Closing, its similarly-situated employees; (iii) defined contribution pension retirement and welfare benefits (other than benefits under any defined benefit pension or retiree health or welfare plan) that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits those provided collectively by Buyer to similarly its similarly-situated employees (other than benefits under any defined benefit pension or retiree health or welfare plan); and (iv) severance benefits that are no less favorable than the practice, plan or policy of Buyer and in effect for its Affiliates for a period of no less than one similarly-situated employees (1) year following the Closingwith service to be credited as provided in Section 7.9(b)); provided, however, provided that, for Business as to the Employee Plans covered by clauses (ii) and (iii) of this Section 7.9(a), Buyer may, in its discretion, cause the Company Continuing Employees employed outside to continue to participate in such Employee Plans as in effect as of immediately prior to the United States, Closing from the terms and conditions of employment shall be as required by applicable Law.Closing Date through the Relevant Date. The “

Employees; Benefit Plans. (a) No later At the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to (i) provide the employee of the Company and its Subsidiaries set forth on Section 5.09(a) of the Company Disclosure Letter (the “Key Employee”) who will remain employed immediately after the Effective Time with base salary, target bonus opportunities and employee benefits to be reflected in the terms of an employment agreement to be entered into between the Company and the Key Employee before the Effective Time, the terms of which shall be agreed upon by Parent and the Key Employee, each acting reasonably (the “Continuing Employee Agreement”), (ii) provide all employees of the Company and its Subsidiaries other than five the Key Employee who remain employed immediately after the Effective Time with base salary, target bonus opportunities (5) Business Days after excluding equity-based compensation), and employee benefits that are, in the aggregate, substantially similar to and no less favorable than, the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement, Buyer shall deliver and (iii) cause any employee benefit plan, if any, maintained by the Parent or any of its Affiliates or Subsidiaries in which any employee of the Company and its Subsidiaries, as the case may be, who remains employed immediately after the Effective Time (collectively, the “Company Continuing Employees”) will participate (collectively, “Parent Benefit Plans”) to recognize all service of Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be, for vesting and eligibility purposes. With respect to each Business Employee Parent Benefit Plan that is a “welfare benefit plan” (as defined in Section 3(1) of the date of this Agreement ERISA), Parent shall: (other than the Key A) cause there to be waived any pre-existing condition or eligibility limitations for Company Continuing Employees and other than Business Employees employed outside of the United States whose employment will transfer (B) give effect, in determining any deductible and maximum out-of-pocket limitations, to Buyer by operation of Law upon the Closing)claims incurred and amounts paid by, and no later than five (5) Business Days after each date Seller notifies Buyer in writing amounts reimbursed to, Company Continuing Employees under similar plans maintained by the Company or any of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form attached hereto as Exhibit H (the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing and (i) an initial annual base salary or annual wage level, as applicable, that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee its Subsidiaries immediately prior to the Closing, (ii) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to the Closing, a bonus opportunity, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the Closing, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Continuing Employees, Buyer hereby agrees to maintain, or cause such applicable Affiliate to maintain, the annual base salary or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable LawEffective Time.

Employees; Benefit Plans. (a) No later than five (5) Business Days after the date of this Agreement, Buyer shall deliver to each Business Employee as The parties agree that all employees of the date of this Agreement (other than the Key Employees and other than Business Employees employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and prior to the date that is six (6) Business Days prior to the Closing Date (subject to compliance with Section 5.1(b)(xvi) with respect to any such hiring, if applicable) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment in the form Companies listed on Exhibit 5.10 attached hereto as Exhibit H (will be ------------- retained by the “Offer Letter”), which Offer Letter shall, subject to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) Companies following the Closing (to the extent such employees accept such continued employment, the "Retained Employees"). Each of the Retained Employees shall have executed and delivered to Seller a waiver (ithe "Severance Waiver") an initial annual base salary of any amount of severance payment, including without limitation, any amounts payable pursuant to "Change in Control" provisions of any employment agreement or annual wage level, as applicable, arrangement applicable to such Retained Employee. The parties acknowledge and agree that is not less than the annual base salary or wage level, as applicable, as in effect for each such Business Employee Companies' implementation of Seller's and/or Seller's parent company's Benefit Plan(s) shall be terminated immediately prior to the Closing; that Seller shall be responsible for any and all liabilities under Seller's and/or Seller's parent company's Benefit Plans attributable to the employees of the Companies, (iiincluding, but not limited to, the Retained Employees; and that Buyer, KLI, JSL or their successors or assignees will thereafter be responsible for liabilities under any Benefit Plan(s) total annual target cash compensation (comprised of an initial annual base salary sponsored after the Closing Date by Buyer, KLI, JSL or annual wage leveltheir successors or assignees. It is further agreed that, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately prior to upon the Closing, a bonus opportunityeach Retained Employee shall be given the opportunity to participate in any Benefit Plan(s) sponsored by Buyer, as applicable) that is not less than the total annual target cash compensation in effect for each such Business Employee immediately prior to the ClosingKLI, (iii) defined contribution pension and welfare benefits that are no less favorableJSL, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliatesor their successors or assignees, and to, at his or her option, receive a distribution (ivless any applicable early withdrawal penalties) a place of employment within twenty-five (25) miles of such Business Employee’s place of employment as of immediately prior to the Closing. Each Business Employee (including each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect funds accrued pursuant to all Continuing Employees, Buyer hereby agrees to maintainany Benefit Plan of Seller and/or Seller's parent, or cause rollover any such applicable Affiliate to maintainfunds into individual retirement accounts and/or Benefit Plan accounts sponsored by Buyer, the annual base salary KLI, JSL and/or any of their successors or annual wage level, as applicable, annual target bonus or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Lawassignees.

Employees; Benefit Plans. (a) No During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing Date, but in no event later than five December 31, 2014 (5) Business Days after or if earlier, the date of this Agreementthe employee’s termination of employment with the Company or any Company Subsidiary), Buyer shall deliver to will, or will cause the Company or a Company Subsidiary to, provide each Business Employee as of employee who remains employed by the date of this Agreement Company or a Company Subsidiary immediately after the Closing (other each a “Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the Key Employees and other than Business Employees employed outside of base salary or hourly wages provided by the United States whose employment will transfer to Buyer by operation of Law upon the Closing), and no later than five (5) Business Days after each date Seller notifies Buyer in writing of the hiring of any new Business Employee (other than any Business Employee employed outside of the United States whose employment will transfer to Buyer by operation of Law upon the Closing) after the date of this Agreement and Company or a Company Subsidiary immediately prior to the date that is six Closing; (6ii) Business Days 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 or a Company Subsidiary immediately prior to the Closing Date (subject to compliance with Section 5.1(b)(xviexpressed as a percentage of base salary); (iii) with respect to any such hiring, if applicableeligibility for retirement and welfare programs (other than pension or retiree welfare arrangements) (each, a “New Business Employee”), Buyer shall deliver to such Business Employee, in each case an offer of employment that are not materially less favorable in the form attached hereto as Exhibit H (aggregate than those provided by the “Offer Letter”), which Offer Letter shall, subject Company or a Company Subsidiary immediately prior to the last sentence of this Section 5.6(a), provide for “at-will” employment with Buyer or an Affiliate thereof (including one of the Sold Companies) following the Closing Closing; and (iiv) an initial annual base salary or annual wage level, as applicable, severance benefits that is not are no less favorable than the annual base salary Company or wage levela Company Subsidiary practice, as applicable, as plan or policy in effect for each such Business Company Continuing Employee immediately prior to the Closing, . Not later than twenty (ii20) total annual target cash compensation (comprised of an initial annual base salary or annual wage level, as applicable, and, other than with respect to Business Employees participating in a sales incentive program as of immediately days prior to the ClosingClosing Date, a bonus opportunity, as applicable) that is not less than Buyer will provide written notice to Seller of the total annual target cash compensation in effect for each such Business Employee immediately names of the individuals whose employment will be terminated prior to the ClosingClosing such that they will not be Company Continuing Employees (collectively, (iii) defined contribution pension and welfare benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Buyer and its Affiliates, and (iv) a place of employment within twenty“Non-five (25) miles of such Business Employee’s place of employment as of immediately prior Continuing Employees”). Prior to the Closing. Each Business Employee (including Closing Date, the Company will terminate the employment of each Key Employee) who continues in employment with Buyer or an Affiliate thereof (including one of the Sold Companies) after the Closing shall hereinafter be referred to as a “Continuing Employee”. Subject to the terms of any Key Employee Offer Letter, with respect to all Non-Continuing Employees. Except as expressly required under Section 6.08(a) and 6.08(f), Buyer hereby agrees to maintain, nothing in this Agreement or cause such applicable Affiliate to maintainotherwise will require Buyer, the annual base salary Company, any Company Subsidiary or annual wage level, as applicable, annual target bonus any of their respective Affiliates to establish or commission opportunity, as applicable, and defined contribution pension and welfare benefits that are collectively no less favorable in the aggregate than the annual base salary maintain any particular compensation or annual wage level, annual target bonus or commission opportunity, defined pension and welfare benefits provided collectively to similarly situated employees of Buyer and its Affiliates for a period of no less than one (1) year following the Closing; provided, however, that, for Business Employees employed outside of the United States, the terms and conditions of employment shall be as required by applicable Lawbenefit arrangement.